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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __________)
PC SERVICE SOURCE, INC.
_______________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
_______________________________________________________________________________
(Title of Class of Securities)
693258105
_______________________________________________________________________________
(CUSIP Number)
Gary I. Levenstein, Esq.
Ungaretti & Harris
3500 Three First National Plaza
Chicago, Illinois 60602
(312) 977-4400
_______________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 4, 1998
_______________________________________________________________________________
(Date of Event Which Requires Filing of This Statement)
If the Filing Person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box:
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. SEE Rule 13d-1(a) for other parties to
whom copies are to be sent.
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1 NAME OF FILING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Victor Morgenstern
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 189,200
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 193,600
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 189,200
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PERSON WITH 10 SHARED DISPOSITIVE POWER
193,600
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON
382,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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14 TYPE OF FILING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01 per
share (the "Common Stock"), of PC Service Source, Inc., a Delaware
corporation (the "Company"). The principal executive office of the Company
is located at 2350 Valley View Lane, Dallas, Texas 75234.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Victor Morgenstern, an
individual.
(b) The address of Victor Morgenstern is Harris Associates
L.P., Two North LaSalle Street, Chicago, Illinois 60602.
(c) Victor Morgenstern is Chairman of Harris Associates L.P.
Harris Associates L.P. is a registered broker dealer.
(d) During the past five years, Mr. Morgenstern has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Mr. Morgenstern has not been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of , or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities which are the subject of this statement were
acquired for an aggregate purchase price of $1,924,376.50. The funds used to
acquire such securities were personal funds of Victor Morgenstern, including
funds contributed by him to certain trusts described in Item 5 below.
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ITEM 4. PURPOSE OF TRANSACTION.
The securities were acquired for investment purposes. The
Filing Person may, for investment purposes, purchase additional shares of
Common Stock from time to time in the open market, in privately negotiated
transactions or otherwise. The Filing Person may dispose of the shares of
Common Stock held by him, directly or indirectly, in the open market, in
privately negotiated transactions or otherwise. Except as set forth above,
the Filing Person has no present plans or proposals which would result in or
relate to any of the transactions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of October 19, 1998, the Filing Person beneficially
owned, within the meaning of Rule 13d-3 under the Exchange Act, 382,800
shares of Common Stock, representing 6.6% of the outstanding Common Stock of
the Company. Such percentage was determined based on the number of shares of
Common Stock as reported on the Company's Form 10-Q for the quarter ended
June 30, 1998.
(b) The Filing Person has sole power to vote and sole power
to dispose of 189,200 shares of Common Stock.
The Filing Person has shared power to vote (or to direct the
vote of) and shared power to dispose of (or to direct the disposition of )
193,600 shares of Common Stock, registered in the names of the following:
(i) Morningstar Trust, an Illinois trust, 153,600 shares (Faye
Morgenstern, the wife of the Filing Person, acts as trustee and has given
the Filing Person dispositive power over such shares);
(ii) Morgenstern Family Support Trust, an Illinois trust, 10,000
shares (Faye Morgenstern and Sherwin Zuckerman act as trustees and have
given the Filing Person dispositive power over such shares); and
(iii) Morgenstern Family Foundation, an Illinois foundation, 30,000
shares (Victor Morgenstern, Faye Morgenstern and their children, Jennifer
Morgenstern Wilson, Robyn Morgenstern and Judd Morgenstern, are directors).
Pursuant to Rule 13d-4, the Filing Person expressly disclaims ownership of
the 193,600 shares described above.
(c) On September 4, 1998, the Morningstar Trust acquired 8,500 shares
of Common Stock after which transaction the Filing Person beneficially owned,
within the meaning of Rule 13d-3 under the Exchange Act, 295,900 shares of
Common Stock, representing 5.7% of the outstanding Common Stock of the
Company. The following sets forth certain information
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concerning transactions in the Common Stock by the Filing Person (either
directly or indirectly through the Morningstar Trust, the Morgenstern Family
Support Trust or the Morgenstern Family Foundation) during the sixty days
prior to September 4, 1998 and to the date hereof. Each transaction was a
purchase on the open market.
<TABLE>
<CAPTION>
Name of Person
Effecting Transaction Date of Transaction No. of Shares Price per Share
--------------------- ------------------- ------------- ---------------
<S> <C> <C> <C>
Morningstar Trust 07/22/98 16,200 $3.28
Victor Morgenstern
Support Trust 09/03/98 1,500 $2.95
Victor Morgenstern
Support Trust 09/04/98 8,500 $2.94
Victor Morgenstern 10/07/98 2,500 $2.26
Morningstar Trust 10/19/98 35,000 $2.50
Morningstar Trust 10/19/98 32,400 $2.50
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
October 28, 1998
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(Date)
/s/ Victor Morgenstern
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(Signature)
Victor Morgenstern
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(Name)
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