UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
MIAMI COMPUTER SUPPLY CORPORATION
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
593261 10 0
(CUSIP NUMBER)
Timothy G. Ewing
Fisher Ewing Partners
2200 Ross Avenue
Suite 4660 West
Dallas, Texas 75201
(214) 999-1900
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
DECEMBER 17, 1996
(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 [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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.
*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 in 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).
Page 1 of 10 Pages
<PAGE>
CUSIP No. 593261 10 0 Page 2 of 10 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FISHER EWING PARTNERS
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT [ ]
TO ITEMS 2(d) OR 2(e)
NOT APPLICABLE
6. CITIZENSHIP OR PLACE OR ORGANIZATION
TEXAS
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
183,550
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER
-0-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER
183,550
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
183,550
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.19%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 593261 10 0 Page 3 of 10 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VALUE PARTNERS, LTD.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT
TO ITEMS 2(d) OR 2(e)
NOT APPLICABLE
6. CITIZENSHIP OR PLACE OR ORGANIZATION
TEXAS
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
183,550
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER
-0-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER
183,550
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
183,550
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.19%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 593261 10 0 Page 4 of 10 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIMOTHY G. EWING SARSEP IRA ACCOUNT
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT
TO ITEMS 2(d) OR 2(e)
NOT APPLICABLE
6. CITIZENSHIP OR PLACE OR ORGANIZATION
TEXAS
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
1,450
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER
-0-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER
1,450
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,450
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
14. TYPE OF REPORTING PERSON
EP
<PAGE>
CUSIP No. 593261 10 0 Page 5 of 10 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D
This statement amends and fully restates ("Amendment No. 1") the
Schedule 13D (the "Schedule") filed by Value Partners, Ltd. ("VP") and
Fisher Ewing Partners ("FEP") with the Securities and Exchange Commission
on November 20, 1996 with respect to the Common Stock, no par value per
share, of Miami Computer Supply Corporation, as follows:
ITEM 1. SECURITY AND ISSUER
The securities as to which this Amendment No. 1 relates are the shares
of Common Stock, no par value per share ("Common Stock"), of Miami Computer
Supply Corporation, an Ohio corporation (the "Issuer"). The address of the
Issuer's principal executive office is 4750 Hempstead Station, Dayton, Ohio
45429.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Value Partners Ltd., a Texas
limited partnership ("VP"). In consideration of the definition of
"beneficial owner" contained in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), this statement is also being filed
on behalf of Fisher Ewing Partners, a Texas general partnership and the
general partner of VP ("FEP"). Richard W. Fisher and Timothy G. Ewing are
the general partners of FEP.
This statement is also filed on behalf of the Timothy G. Ewing SARSEP
IRA Account (the "Account"). The beneficiary of the Account is Timothy G.
Ewing and the entities making contributions to the Account are FEP and
Timothy G. Ewing.
(b) The business address of all of VP, FEP and Messrs. Fisher and Ewing is:
Fisher Ewing Partners, 2200 Ross Avenue, Suite 4660 West, Dallas, Texas
75201.
The Account is held by Fiduciary Trust Company, 2 World Trade Center,
90th Floor, New York, New York 10048.
(c) The principal business of each of VP and FEP is that of a private
investment firm. The present principal occupation or employment of Mr.
Fisher is managing general partner of FEP. The present principal occupation
of Mr. Ewing is general partner of FEP. The principal business of VP is
investment in and trading of capital stocks, warrants, bonds, notes,
debentures and other securities. The principal business of FEP is the
management of VP.
The Account is a simplified employee pension, salary reduction
individual retirement account pursuant to the Internal Revenue Code of 1986,
as amended.
(d) During the past five years, none of VP, FEP, Messrs. Ewing and Fisher,
or the Account have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, none of VP, FEP, Messrs. Fisher and Ewing,
or the Account has 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 a finding of any violation with respect
to such laws.
(f) VP is a Texas limited partnership. FEP is a Texas general partnership.
Both of Messrs. Fisher and Ewing are U.S. citizens.
The Account is a simplified employee pension, salary reduction
individual retirement account pursuant to the Internal Revenue Code of 1986,
as amended.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On November 12, 1996 and December 17, 1996, VP purchased a total of
150,000 and 33,550 shares, respectively, of the Issuer's Common Stock for a
total purchase price of $1,387,500 and $306,143.75, respectively. VP's
source of funds for such purchases was its working capital (i.c., its
partnership capital account). None of FEP, Mr. Fisher or Mr. Ewing
purchased any shares of the Issuer's Common Stock. However, on December
17, 1996, the Account purchased 1,450 shares of the Issuer's Common Stock
for a total cost of $13,231.25. The entities making contributions to the
Account are FEP and Mr. Ewing.
VP and Mr. Ewing's Individual Retirement Account ("IRA") (which is
separate from the Account) are members (but not officers) of Pittsburgh
Investment Group LLC, a Maryland limited liability company ("LLC"), which
owns 1,613,480 shares (or 45.6% of total shares outstanding) of the Issuer's
Common Stock. VP owns 18.9% of LLC and the IRA owns 1.7% of LLC. Neither VP
nor Mr. Ewing have the right or power to vote or dispose of the shares of
the Issuer's Common Stock owned by LLC.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of shares of the Issuer's Common Stock by
VP and the Account is for investment. The shares reported on this Schedule
were not purchased with the intention of exercising control over the Issuer.
While VP and the Account intend to exercise their rights as holders of the
Common Stock, except as set forth below, none of VP, FEP, Messrs. Fisher
and Ewing or the Account currently has any plans or proposals which relate
to or would result in: (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the Issuer; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present Board of Directors or
management of the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend policy of
the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's Amended and Restated
Articles of Incorporation, Amended and Restated Code of Regulations or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class
of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized or quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar
to any of those enumerated above.
Notwithstanding the above, VP, FEP or Messrs. Ewing or Fisher may vote
the Common Stock as permitted by the Issuers's governing corporate documents.
In addition, VP, FEP, Messrs. Ewing or Fisher or the Account may exercise any
or all rights available to holders of the Common Stock. In the future, VP,
FEP, Messrs. Ewing or Fisher or the Account may determine to purchase
additional shares of the Issuer's Common Stock (or other securities of the
Issuer) or VP, FEP or Messrs. Ewing or Fisher or the Account may determine
to sell shares of the Issuer's Common Stock. In addition, VP and Mr. Ewing
may determine to maintain, increase, decrease or withdraw their investment
in LLC. Any such determination will depend on a number of factors, including
market prices, the Issuer's prospects, capital requirements and alternative
investments.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. VP directly and beneficially owns 183,550 shares of the Issuer's
Common Stock, which represents 5.19% of the Issuer's 3,538,000 outstanding
shares of Common Stock as of December 23, 1996, the date of the share
calculation set forth in the Issuer's Form 10-Q for the quarter ended
September 30, 1996. The Account directly (and Mr. Ewing indirectly) and
beneficially owns 1,450 shares of the Issuer's Common Stock which represents
0.04% of the Issuer's outstanding shares of Common Stock as of December 23,
1996. Except with respect to shares owned by the Account, none of FEP or
Messrs. Fisher or Ewing directly owns any shares of Common Stock. By reason
of the provisions of Rule 13d-3 under the Exchange Act, each of FEP and
Messrs. Fisher and Ewing may be deemed to beneficially own the 185,000 shares
of Common Stock owned by VP and the Account, but FEP and Mr. Fisher disclaim
the beneficial ownership of all 185,000 shares, and Mr. Ewing disclaims the
beneficial ownership of 183,550 shares, pursuant to Rule 13d-4.
In addition, each of FEP, VP, Messrs. Fisher and Ewing may be deemed to
beneficially own approximately 333,829 shares of Common Stock (or
approximately 9.4% of the total outstanding shares) of the Issuer represented
by VP's and Mr. Ewing's IRA's beneficial interest in LLC, but currently
disclaim such beneficial ownership pursuant to Rule 13d-4.
b. VP has the sole power to vote and the sole power to dispose of the
shares of Common Stock owned by it through its general partner, FEP, and FEP
acts solely through its general partners, Messrs. Fisher and Ewing.
Accordingly, each of FEP and Messrs. Fisher and Ewing may be deemed to have
sole voting and dispositive power with respect to the shares of Issuer's
Common Stock owned by VP.
Mr. Ewing has the sole power to vote and dispose of the shares of
Common Stock owned by the Account.
c. Except as disclosed in Item 3 of this Schedule, none of VP, FEP,
Messrs. Fisher or Ewing or the Account has effected any transaction in the
Issuer's Common Stock within the past 60 days.
d. No person or entity other than VP has the right to receive, or the
power to direct the receipt of, dividends from, or the proceeds from the sale
of, the shares of the Issuer's Common Stock beneficially owned by VP.
No person or entity other than the Account has the right to receive, or
the power to direct the receipt of, dividends from, or the proceeds from the
sale of, the shares of the Issuer's Common Stock beneficially owned by the
Account.
e. Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
As of the date of the execution of this Schedule, (except for the investment
by VP and the Account in LLC which VP does not believe to be applicable under
Item 6 and except for the custodial account agreement for the account by and
between Mr. Ewing and Fiduciary Trust Company which Mr. Ewing does not
believe to be applicable under Item 6), none of VP, FEP, Messrs. Fisher or
Ewing or the Account is a party to any contract, arrangement, understanding
or relationship among themselves or with any other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of
any of the Common Stock, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, the giving or withholding of proxies or pledge or otherwise subject
to a contingency the occurrence of which would give another person voting
or investment power over the Common Stock, other than the agreement among
VP, FEP and Messrs. Fisher and Ewing and the Account with respect to the
filing of this Amendment No. 1 and any amendments thereto, which agreement
is attached as Exhibit A hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A -- Agreement among VP, FEP, Messrs. Fisher and Ewing and
the Account with respect to the filing of Amendment No. 1 to the Schedule 13D.
<PAGE>
CUSIP No. 593261 10 0 Page 6 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this Amendment No. 1 to the Schedule 13D is true, complete and correct.
VALUE PARTNERS, LTD.
By: Fisher Ewing Partners,
its General Partner
/s/ Timothy G. Ewing
-------------------------
Timothy G. Ewing, Partner
Date: December 23, 1996
FISHER EWING PARTNERS
By: /s/ Timothy G. Ewing
-------------------------
Timothy G. Ewing, Partner
Date: December 23, 1996
TIMOTHY G. EWING SARSEP IRA
By: /s/ Timothy G. Ewing
--------------------
Timothy G. Ewing
Beneficiary
Date: December 23, 1996
EXHIBIT A
AGREEMENT
This will confirm the agreement by and among all of the undersigned that
the Amendment No. 1 to the Schedule 13D filed on or about December 24, 1996,
and any amendments thereto with respect to the beneficial ownership of the
undersigned of the shares of Common Stock of Miami Computer Supply
Corporation, an Ohio corporation, is being filed on behalf of each of the
parties named below. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
VALUE PARTNERS, LTD.
By: Fisher Ewing Partners,
its General Partner
/S/TIMOTHY G. EWING
Timothy G. Ewing, Partner
Date: December 23, 1996
FISHER EWING PARTNERS
By: /S/TIMOTHY G. EWING
Timothy G. Ewing, Partner
Date: December 23, 1996
TIMOTHY G. EWING SARSEP IRA
By: /S/TIMOTHY G. EWING
Timothy G. Ewing
Beneficiary
Date:December 23, 1996
