SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SENTRY TECHNOLOGY CORPORATION
-----------------------------
(Name of Issuer)
Common Stock, par value $0.001
------------------------------
(Title of Class of Securities)
81731K 101
--------------
(CUSIP Number)
Walter J. Schloss
Walter & Edwin Schloss Associates, L.P.
52 Vanderbilt Avenue
New York, New York 10017
(212) 370-1844
-----------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
February 19, 1997
------------------------------------
(Date of Event Which Requires Filing
of This Stateent)
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 [ ].
<PAGE>
CUSIP No. 81731K 101
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Walter & Edwin Schloss Associates, L.P.
Employer I.D. No. 13-6065556
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
WC,OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 581,700 shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting -0-
Person --------------------------------------------------------
With 9 Sole Dispositive Power
581,700 shares
--------------------------------------------------------
10 Shared Dispositive Power
-0-
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
581,700 shares
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.0%(1)
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
PN
- --------------------------------------------------------------------------------
- ----------
(1) All percentages contained herein are based on 9,643,685 shares of Common
Stock of Sentry Technology Corporation outstanding, as set forth in the
Company's Prospectus, dated January 21, 1997, included as part of the Joint
Proxy Statement/Prospectus of Knogo North America Inc. and Video Sentry
Corporation, dated January 21, 1997.
Page 2 of 13
<PAGE>
CUSIP No. 81731K 101
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Schloss Management Company
Employer I.D. No. 13-3522115
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
New York
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares -0-
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 581,700 shares(1)
Person --------------------------------------------------------
With 9 Sole Dispositive Power
-0-
--------------------------------------------------------
10 Shared Dispositive Power
581,700 shares(1)
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
581,700 shares(1)
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.0%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
PN
- --------------------------------------------------------------------------------
- ----------
(1) Includes 581,700 shares owned by Walter & Edwin Schloss Associates, L.P.
("Associates"), of which Schloss Management Company ("Management") is the
general partner. By reason of its capacity as general partner of
Associates, Management may be deemed to have shared dispositive power and
shared voting power of such shares.
Page 3 of 13
<PAGE>
CUSIP No. 81731K 101
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Walter J. Schloss
Soc. Sec. No. ###-##-####
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF, PF
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 7,070 shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 581,700 shares(1)
Person --------------------------------------------------------
With 9 Sole Dispositive Power
7,070 shares
--------------------------------------------------------
10 Shared Dispositive Power
590,432 shares(1,2)
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
588,770 shares(1)
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |X|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.1%
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14 Type of Reporting Person (See Instructions)
IN
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- ----------
(1) Includes 581,700 shares owned by Walter & Edwin Schloss Associates, L.P.,
of which Schloss Management Company ("Management") is the general partner.
Walter J. Schloss is one of the general partners of Management. By reason
of his capacity as a general partner of Management, Walter J. Schloss may
be deemed to have shared dispositive power and shared voting power of such
shares.
(2) Includes 8,732 shares held in accounts of three clients of Walter J.
Schloss, with respect to which he may from time to time posses certain
indicia of investment discretion but as to which he has no voting power
and he disclaims beneficial ownership.
Page 4 of 13
<PAGE>
CUSIP No. 81731K 101
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Edwin W. Schloss
Soc. Sec. No. ###-##-####
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF, PF
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 5,822 shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 581,700 shares(1)
Person --------------------------------------------------------
With 9 Sole Dispositive Power
5,822 shares
--------------------------------------------------------
10 Shared Dispositive Power
581,700 shares(1)
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
587,522 shares(1)
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.1%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
- ----------
(1) Includes 581,700 shares owned by Associates of which Management is the
general partner. Edwin W. Schloss is one of the general partners of
Management. By reason of his capacity as a general partner of Management,
Edwin W. Schloss may be deemed to have shared dispositive power and shared
voting power of such shares.
Page 5 of 13
<PAGE>
INTRODUCTORY STATEMENT
On February 2, 1995, there was filed with the Securities and Exchange
Commission a Statement on Schedule 13D, which was amended by Amendment No. 1 on
June 10, 1996 (the "Original Statement"), relating to shares of Common Stock,
par value $.01 per share (the "Knogo Common Stock"), of Knogo North America Inc.
("Knogo"), beneficially owned by Walter & Edwin Schloss Associates, L.P.
("Associates"), Walter J. Schloss and Edwin W. Schloss. Pursuant to the stock
distribution transaction (the "Distribution") described in the Joint Proxy
Statement/Prospectus, dated January 21, 1997 (the "Proxy Statement"), of Video
Sentry Corporation and Knogo, all holders of shares of Knogo Common Stock
immediately prior to the Distribution, received one share of Common Stock, par
value $0.001 per share (the "Common Stock"), of Sentry Technology Corporation
(the "Company") for each 1.2022 shares of Knogo Common Stock held by them.(1)
This Statement is being filed to report the distribution of the Common
Stock of the Company to Associates, Schloss Management Company ("Management"),
Walter J. Schloss and Edwin W. Schloss (the "Filing Persons") pursuant to the
Distribution. Additionally, this Statement reports the additional equity
investment by the Filing Persons by the open market purchase of an additional
60,988 shares of Common Stock on the open market. Simultaneously herewith,
Associates, Walter J. Schloss and Edwin W. Schloss are terminating the Original
Statement.
Item 1. Security and Issuer
-------------------
This Statement relates to the Common Stock of the Company, which, to the
best knowledge of the persons filing this Statement, is a corporation organized
under the laws of Delaware with its principal executive offices located at 350
Wireless Boulevard, Hauppauge, New York 11788-3907.
Item 2. Identity and Background
-----------------------
(a) The persons filing this Statement on Schedule 13D (this "Statement")
are: (i) Associates, a Delaware limited partnership; (ii) Management, a New York
general partnership; (iii) Walter J. Schloss; and (iv) Edwin W. Schloss
(collectively, the "Filing Persons"). The general partner of Associates is
Management, of which Walter J. Schloss and Edwin W. Schloss are the general
partners. Annexed as Exhibit A hereto, which appears on page 12 hereof and is
incorporated herein by reference, is an agreement among Associates, Management,
Walter J. Schloss and Edwin W. Schloss that this Statement is filed on behalf of
each of them. The filing of this Statement should not be deemed an admission
that Associates,
- --------
(1) In addition to the one share of Common Stock, each holder received one
share of Class A Preferred Stock, par value $0.001 per share (the
"Preferred Stock"), of the Company, which Preferred Stock is non-voting.
Pursuant to Rule 13d-1(d), the Preferred Stock is not subject to the
reporting requirements of Section 13(d) of the Securities Act of 1934, as
amended (the "Act"), and is thus omitted from this filing.
Page 6 of 13
<PAGE>
Management, Walter J. Schloss and Edwin W. Schloss comprise a group within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Act").
(b) The business address of each of Associates and Management is 52
Vanderbilt Avenue, New York, New York 10017. The business address of each of
Walter J. Schloss and Edwin W. Schloss is c/o Associates, 52 Vanderbilt Avenue,
New York, New York 10017.
(c) Associates is a private investment partnership and is currently, and
at all relevant times was, engaged primarily in the business of investing in
securities for its own account. Management is a general partnership and is
currently, and at all relevant times was, engaged primarily in managing
Associates. The present principal occupation or employment of each of Walter J.
Schloss and Edwin W. Schloss is as a general partner of Management, the general
partner of Associates.
(d) None of Associates, Management, Walter J. Schloss or Edwin W. Schloss
has, during the last five years, been convicted in any criminal proceeding
(excluding traffic violations and similar misdemeanors).
(e) None of Associates, Management, Walter J. Schloss or Edwin W. Schloss
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which, as a result of
such proceeding, made it or him 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
thereto.
(f) Associates is a Delaware limited partnership. Management is a New York
general partnership. Walter J. Schloss and Edwin W. Schloss are each citizens of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
(a) Of the 581,700 shares of Common Stock owned by Associates (the
"Partnership Shares"), (i) 520,712 shares of Common Stock (the "Distribution
Shares") were distributed to Associates pursuant to the Distribution of the
Common Stock of the Company, and (ii) 60,988 shares of Common Stock were
purchased with its general funds on hand, which funds include capital
contributions of partners and gains and losses on the sale of other securities.
The Knogo Common Stock was originally received pursuant to the stock
distribution transaction described in the Notice of Special Meeting of
Shareholders and Proxy Statement, dated November 28, 1994, of Knogo Corporation,
pursuant to which all holders of shares of Common Stock, par value $0.01 per
share (the "Old Knogo Common Stock"), of Knogo Corporation received one share of
Knogo Common Stock for each share of Old Knogo Common Stock (the "Old Knogo
Distribution"). The funds originally used by Associates to purchase the shares
of Old Knogo Common Stock with respect to which the Knogo Common Stock was
distributed pursuant to the Old Knogo Distribution came from its general funds
on hand, which funds included capital contributions of partners and gains and
losses on the sale of other securities.
Page 7 of 13
<PAGE>
(b) The 7,070 shares of Common Stock owned by Walter J. Schloss indi-
vidually were distributed to Walter J. Schloss pursuant to the Distribution of
the Common Stock of the Company. The shares of Knogo Common Stock with respect
to which such shares of Common Stock were distributed were received pursuant to
the Old Knogo Distribution. The Old Knogo Common Stock was originally purchased
by Walter J. Schloss in open market transactions.
(c) The 5,822 shares of Common Stock owned by Edwin W. Schloss indi-
vidually were distributed to Edwin W. Schloss pursuant to the Distribution of
the Common Stock of the Company. The shares of Knogo Common Stock with respect
to which such shares of Common Stock were distributed were received pursuant to
the Old Knogo Distribution. The Old Knogo Common Stock was originally purchased
by Edwin W. Schloss in open market transactions.
Item 4. Purpose of Transaction.
-----------------------
Each of the Filing Persons has acquired the shares of Common Stock owned
by it or him for investment purposes. None of the Filing Persons has any plan or
proposal which relates to or would result in any of the actions enumerated in
Item 4 of Schedule 13D, except that the Filing Persons may, from time to time or
at any time, dispose of all or some of the shares of Common Stock owned by them
or acquire additional shares of Common Stock, depending upon the price and
market conditions, and the Filing Person's evaluation of the Company,
alternative investments and other factors.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) As of the date hereof, Associates beneficially owns directly 581,700
shares of Common Stock, which constitutes approximately 6.0%(2) of the
outstanding shares of Common Stock of the Company. Management, solely by reason
if its position as general partner of Associates, and Walter J. Schloss and
Edwin W. Schloss, solely by reason of their positions as general partners of
Management, may each be deemed to be the indirect beneficial owner of the
581,700 shares of Common Stock beneficially owned directly by Associates.
As of the date hereof, Walter J. Schloss beneficially owns 588,770 shares
(including the shares owned by Associates) of Common Stock, which constitutes
approximately 6.1% of the outstanding shares of Common Stock.
As of the date hereof, Edwin W. Schloss beneficially owns 587,522 shares
(including the shares owned by Associates) of Common Stock, which constitutes
approximately 6.1% of the outstanding shares of Common Stock.
- --------
(2) Percentages contained herein are computed based on 9,643,685 shares of
Common Stock outstanding, as reported in the Proxy Statement.
Page 8 of 13
<PAGE>
In addition, Walter J. Schloss provides investment advice in the ordinary
course of business to three clients. Walter J. Schloss may, at any given time or
from time to time, possess certain indicia of investment discretion with respect
to shares of Common Stock held in the accounts of his clients, but as to which
Walter J. Schloss has no voting power. As of the date hereof, clients of Walter
J. Schloss own 8,732 shares of Common Stock of the Company. The filing of this
Statement should not be deemed an admission that Walter J. Schloss is the
beneficial owner of the shares of Common Stock held in said client accounts.
(b) Associates has sole power to vote and dispose of the Partnership
Shares, except that Management, solely by reason of its position as general
partner of Associates, and Walter J. Schloss and Edwin W. Schloss, solely by
reason of their positions as general partners of Management, may be deemed to
have shared power to vote and dispose of the Partnership Shares.
Walter J. Schloss and Edwin W. Schloss each have sole power to vote and
dispose of the shares of Common Stock beneficially owned directly by them.
Walter J. Schloss may have, at any time or from time to time, certain
indicia of investment discretion (but not the power to vote) with respect to the
shares of Common Stock held in the accounts of his clients. Walter J. Schloss
disclaims beneficial ownership as to all such shares held in client accounts.
(c) In addition to the Common Stock received in the Distribution pursuant
to the Proxy Statement, information with respect to all transactions in Common
Stock effected by Associates, after February 13, 1997 (the date the Common Stock
commenced trading on the American Stock Exchange) through the date hereof is set
forth below:
Date Shares Purchased Shares Sold Per Share Price
---- ---------------- ----------- ---------------
2/14/97 34,800 -- $3.7474
2/18/97 7,000 -- $3.741
2/19/97 2,000 -- $3.4375
2/20/97 2,623 -- $3.1875
2/21/97 2,865 -- $3.125
3/3/97 4,500 -- $2.5638
3/4/97 7,200 -- $2.4565
All such transactions were open market transactions.
(d) To the best knowledge of Associates, no person other than Associates
has the right to receive or the power to direct the receipt of, dividends from,
or the proceeds from the sale of, the Partnership Shares, except that each of
Management, solely by reason of being the
Page 9 of 13
<PAGE>
general partner of Associates, and Walter J. Schloss and Edwin W. Schloss,
solely by reason of being a general partner of Management, may be deemed to have
such rights and powers.
To the best knowledge of Walter J. Schloss, each person maintaining an
investment advisory account with him has the sole right to receive or the power
to direct the receipt of dividends from, or proceeds from the sale of, the
shares of Common Stock held in said person's account.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
------------------------------------------------------------------------
Except as otherwise described herein, none of the Filing Persons has any
contract, arrangement, understanding or relationship with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
---------------------------------
A copy of the agreement among each of the Filing Persons on whose behalf
this Statement is filed is annexed as Exhibit A hereto, which appears on page 12
and is incorporated herein by reference.
Page 10 of 13
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
/s/ WALTER J. SCHLOSS
---------------------------------------
Walter J. Schloss
/s/ EDWIN W. SCHLOSS
---------------------------------------
Edwin W. Schloss
WALTER & EDWIN SCHLOSS ASSOCIATES,
L.P.
By Schloss Management Company, General Partner
By: /s/ WALTER J. SCHLOSS
------------------------------------
Walter J. Schloss, General Partner
By: /s/ EDWIN W. SCHLOSS
------------------------------------
Edwin W. Schloss, General Partner
SCHLOSS MANAGEMENT COMPANY
By: /s/ WALTER J. SCHLOSS
------------------------------------
Walter J. Schloss, General Partner
By: /s/ EDWIN W. SCHLOSS
------------------------------------
Edwin W. Schloss, General Partner
Page 11 of 13
<PAGE>
EXHIBIT A
W I T N E S S E T H:
AGREEMENT, dated as of February 19, 1997, among Walter & Edwin Schloss
Associates, L.P., a Delaware limited partnership ("Associates"), Schloss
Management Company, a New York general partnership ("Management"), Walter J.
Schloss and Edwin W. Schloss.
WHEREAS, Associates, Management, Walter J. Schloss and Edwin W. Schloss
may be deemed to have acquired, in the aggregate, beneficial ownership of more
than five percent of the Common Stock of Sentry Technology Corporation (the
"Common Stock"); and
WHEREAS, pursuant to Rule 13d-1 under the Securities Exchange Act of 1934,
as amended (the "Act"), a Statement on Schedule 13D must be filed by a person
who acquires more than five percent of a class of registered equity securities;
and
WHEREAS, in accordance with Rule 13d-1(f) under the Act, only one such
Statement need be filed whenever two or more persons are required to file such a
Statement pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such Statement is
filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
Associates, Management, Walter J. Schloss and Edwin W. Schloss do hereby
agree, in accordance with Rule 13d-1(f) under the Act, to file one Statement on
Schedule 13D relating to their ownership of Common Stock, and do hereby further
agree that said Statement shall be filed on behalf of each of them.
Page 12 of 13
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ WALTER J. SCHLOSS
------------------------------------
Walter J. Schloss
/s/ EDWIN W. SCHLOSS
------------------------------------
Edwin W. Schloss
WALTER & EDWIN SCHLOSS ASSOCIATES,
L.P.
By: Schloss Management Company, General
Partner
By: /s/ WALTER J. SCHLOSS
---------------------------------
Walter J. Schloss, General Partner
By: /s/ EDWIN W. SCHLOSS
---------------------------------
Edwin W. Schloss, General Partner
SCHLOSS MANAGEMENT COMPANY
By: /s/ WALTER J. SCHLOSS
---------------------------------
Walter J. Schloss, General Partner
By: /s/ EDWIN W. SCHLOSS
---------------------------------
Edwin W. Schloss, General Partner
Page 13 of 13
