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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
PC SERVICE SOURCE, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
693258105
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(CUSIP Number)
Herschel S. Weinstein, Esq.
Dornbush Mensch Mandelstam & Schaeffer, LLP
747 Third Avenue
New York, NY 10017
(212) 759-3300
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Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 16 , 1999
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(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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided on a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 693258105 Page 2 of 5 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph A. Cohen
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
2 (SEE INSTRUCTIONS) (b) |_|
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SEC USE ONLY
3
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
WC, PF, 00
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) |_|
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CITIZENSHIP OR PLACE OR ORGANIZATION
6
USA
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SOLE VOTING POWER
NUMBER OF 7
SHARES 224,000
BENEFICIALLY ----------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8
REPORTING 87,000
PERSON ----------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
224,000
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SHARED DISPOSITIVE POWER
10
87,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,000
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES (SEE INSTRUCTIONS) |_|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.9%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
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This statement constitutes Amendment No. 1 to the Statement on Schedule
13D filed with the Securities and Exchange Commission by Joseph A. Cohen (the
"Filing Person") with respect to securities of PC Service Source, Inc. (the
"Company"). The Schedule 13D, as amended, is referred to herein as the "Schedule
13D." This Statement is being filed as a result of a material decrease in the
percentage ownership of securities of the Company held by the Filing Person.
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 offices of the Company are
located at 2350 Valley View Lane, Dallas, Texas 75234.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) Items 7-11 and 13 of the cover page of this Schedule which relate to
the beneficial ownership of shares of Common Stock by the Filing Person
are incorporated by reference in response to this item.
As of December 17, 1999, the Filing Person beneficially owned, within
the meaning of Rule 13d-3 promulgated under the Securities Exchange Act
of 1934, 311,000 shares of Common Stock of the Company, representing
5.9% of the Company's Common Stock. Such percentage was determined
based upon the number of shares of Common Stock outstanding as reported
on the Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1999.
The Filing Person has sole power to vote (or to direct the vote of) and
sole power to dispose of (or to direct the disposition of) 224,000
shares of Common Stock of the Company, comprised of shares owned by the
Filing Person and various entities of which the Filing Person is the
sole trustee, sole general partner, an executive officer or other such
person. In accordance with Rule 13d-3, the Filing Person may be deemed
to be the beneficial owner of the shares of Common Stock owned by such
entities. Pursuant to Rule 13d-4, the Filing Person expressly disclaims
that he is the beneficial owner of certain of such shares.
The Filing Person has shared power to vote (or to direct the vote of)
and to dispose of (or direct the disposition of) an aggregate of 87,000
shares of Common Stock of the Company, comprised of shares owned by
various individuals and entities through which the Filing Person
indirectly possesses the power to vote or dispose of such shares of
Common Stock. In accordance with Rule 13d-3, the Filing Person may be
deemed to be the beneficial owner of the 87,000 shares of Common Stock
owned by such persons. Pursuant to Rule 13d-4, the Filing Person
expressly disclaims that he is the beneficial owner of certain of such
shares.
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(c) The following sets forth certain information concerning transactions in
the Common Stock by the Filing Person (either directly or indirectly
through individuals, corporations and other entities through which the
Filing Person possesses the power to vote or dispose of shares of
Common Stock) during the 60 days prior to the date of this statement.
<TABLE>
<CAPTION>
NAME OF PERSON DATE OF NO. OF PRICE PER NATURE OF
EFFECTING TRANSACTION TRANSACTION SHARES SHARE TRANSACTION
- --------------------- ----------- ------ --------- -----------
<S> <C> <C> <C> <C>
Rochelle Dweck 11/24/99 6,000 2.5626 Public Sale
Anet Corp. 12/16/99 25,000 2.125 Private Sale
Ramco Enterprises 12/16/99 36,000 2.125 Private Sale
Trefoil Garnet Capital 12/17/99 49,000 2.125 Private Sale
Partners, L.P.
</TABLE>
(d)-(e) Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 27, 1999
/s/ Joseph A. Cohen
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