UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MIAMI COMPUTER SUPPLY CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
593261 10 0
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(CUSIP Number)
Timothy G. Ewing
Fisher Ewing Partners
2200 Ross Avenue
Suite 4660 West
Dallas, Texas 75201
(214) 999-1900
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(Name, Address, Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 1996
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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 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 12 Pages
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CUSIP No. 593261 10 0 Page 2 of 12 Pages
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============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fisher Ewing Partners
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
Not applicable
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6. CITIZENSHIP OR PLACE OR ORGANIZATION
Texas
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
489,627
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER
489,627
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
489,627
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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)
13.84%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP No. 593261 10 0 Page 3 of 12 Pages
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============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Value Partners, Ltd.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
Not applicable
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6. CITIZENSHIP OR PLACE OR ORGANIZATION
Texas
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
489,627
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER
489,627
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
489,627
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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)
13.84%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP No. 593261 10 0 Page 4 of 12 Pages
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============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy G. Ewing SARSEP IRA Account
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ]
(b) [ ]
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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 PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
Not applicable
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6. CITIZENSHIP OR PLACE OR ORGANIZATION
Texas
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
1,450
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER
1,450
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,450
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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)
0.04%
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14. TYPE OF REPORTING PERSON
EP
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CUSIP No. 593261 10 0 Page 5 of 12 Pages
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=============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy G. Ewing IRA Account
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ]
(b) [ ]
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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 PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
Not applicable
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6. CITIZENSHIP OR PLACE OR ORGANIZATION
Texas
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
27,752
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER
27,752
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
27,752
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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)
0.78%
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14. TYPE OF REPORTING PERSON
EP
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<PAGE>
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CUSIP No. 593261 10 0 Page 6 of 12 Pages
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Amendment No. 2 TO SCHEDULE 13D
This statement amends ("Amendment No. 2") the Schedule 13D and Amendment
No. 1 to the Schedule 13D ("Amendment No. 1") filed by Value Partners, Ltd.
("VP"), Fisher Ewing Partners ("FEP") and the Timothy G. Ewing SARSEP IRA
Account (the "Account") with the Securities and Exchange Commission on November
20, 1996 and December 24, 1996, respectively, with respect to the shares of
common stock, no par value per share ("Common Stock"), of Miami Computer Supply
Corporation, an Ohio corporation (the "Issuer"). The Schedule 13D and Amendment
No. 1 are collectively referred to herein as "Amendment No. 1" where the context
so permits. All defined terms refer to terms defined herein and in Amendment No.
1. Notwithstanding this Amendment No. 2, the Schedule 13D and Amendment No. 1
speak as of their respective dates. Amendment No. 1 is amended only to the
extent set forth below:
Item 2. Identity and Background appearing in Amendment No. 1 is deleted
in its entirety and replaced with:
"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.
This statement is also filed on behalf of the Timothy G. Ewing
IRA Account (the "IRA"). The beneficiary of the IRA is Timothy G. Ewing
and only Mr. Ewing makes contributions to the IRA.
(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.
The IRA 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
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CUSIP No. 593261 10 0 Page 7 of 12 Pages
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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 (the "Code").
The IRA is an individual retirement account pursuant to the
Code.
(d) During the past five years, none of VP, FEP, Messrs. Ewing and
Fisher, the Account or the IRA 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, the Account or the IRA 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 Code.
The IRA is an individual retirement account pursuant to the
Code."
Item 3. Source and Amount of Funds or Other Consideration appearing in
Amendment No. 1 is deleted in its entirety and replaced with the following:
"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.e., 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.
Until December 31, 1996, VP and the IRA (which is separate
from the Account) were 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 owned 18.9% of LLC and the IRA owned 1.7%
of LLC. Neither VP nor Mr. Ewing had the right or power to vote or
<PAGE>
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CUSIP No. 593261 10 0 Page 8 of 12 Pages
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dispose of the shares of the Issuer's Common Stock owned by LLC. On
December 31, 1996, the membership interests of VP and the IRA were
terminated and LLC distributed to VP and the IRA 306,077 and 27,752
shares of the Issuer's Common Stock, respectively. The investments made
by VP and the IRA in LLC prior to such distributions were $1,680,559
and $152,778, respectively. VP's source of funds for such investment
was its working capital and the IRA's source of funds for its
investment in LLC were contributions made by Mr. Ewing."
Item 4. Purpose of Transaction appearing in Amendment No. 1 is deleted
in its entirety and replaced with the following:
"Item 4. Purpose of Transaction
The purpose of the acquisition of shares of the Issuer's
Common Stock by VP, the Account and the IRA is for investment. The
shares reported on this Schedule were not purchased with the intention
of exercising control over the Issuer. While VP, the Account and the
IRA intend to exercise their rights as holders of the Common Stock,
except as set forth below, none of VP, FEP, Messrs. Fisher and Ewing,
the Account or the IRA 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 Issuer's governing
corporate documents. In addition, VP, FEP, Messrs. Ewing or Fisher, the
Account or the IRA may exercise any or all rights available to holders
of the Common Stock. In the future, VP, FEP, Messrs. Ewing or Fisher,
the Account or the IRA 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, the Account or the IRA may determine to
sell shares of the Issuer's Common Stock. Any such determination will
depend on a number of factors, including market prices, the Issuer's
prospects, capital requirements and alternative investments."
<PAGE>
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CUSIP No. 593261 10 0 Page 9 of 12 Pages
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Item 5. Interest in Securities of the Issuer appearing in Amendment
No. 1 is deleted in its entirety and replaced with the following:
"Item 5. Interest in Securities of the Issuer
a. VP directly and beneficially owns 489,627 shares of the
Issuer's Common Stock, which represents 13.84% 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. The IRA directly (and Mr.
Ewing indirectly) beneficially owns 27,752 shares of the Issuer's
Common Stock which represents 0.78% of the Issuer's outstanding shares
of Common Stock as of December 23, 1996. Except with respect to shares
owned by the Account or the IRA, 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 518,829 shares of
Common Stock owned by VP, the Account and the IRA, but FEP and Mr.
Fisher disclaim the beneficial ownership of all 518,829 shares, and Mr.
Ewing disclaims the beneficial ownership of 489,627 shares, 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 and the IRA.
c. Except as disclosed in Item 3 of this Amendment No. 2, none
of VP, FEP, Messrs. Fisher or Ewing, the Account or the IRA 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.
No person or entity other than the IRA 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 IRA.
<PAGE>
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CUSIP No. 593261 10 0 Page 10 of 12 Pages
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e. Not applicable."
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer appearing in Amendment No. 1 is deleted in
its entirety and replaced with the following:
"Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As of the date of the execution of this Amendment No. 2, (except for
the separate custodial account agreements for the Account and the IRA 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, the
Account or the IRA 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, the Account and the IRA with respect to the filing of this Amendment No.
2 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, the
Account and the IRA with respect to the filing of Amendment No. 2 to the
Schedule 13D.
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CUSIP No. 593261 10 0 Page 11 of 12 Pages
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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. 2 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: January 7, 1997
Fisher Ewing Partners
By: /s/Timothy G. Ewing
-------------------------
Timothy G. Ewing, Partner
Date: January 7, 1997
Timothy G. Ewing SARSEP IRA
By: /s/Timothy G. Ewing
--------------------------
Timothy G. Ewing
Beneficiary
Date: January 7, 1997
Timothy G. Ewing IRA
By: /s/Timothy G. Ewing
--------------------------
Timothy G. Ewing
Beneficiary
Date: January 7, 1997
<PAGE>
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CUSIP No. 593261 10 0 Page 12 of 12 Pages
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EXHIBIT A
AGREEMENT
This will confirm the agreement by and among all of the undersigned
that the Amendment No. 2 to the Schedule 13D filed on or about January 7, 1997,
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: January 7, 1997
Fisher Ewing Partners
By: /s/Timothy G. Ewing
-------------------------
Timothy G. Ewing, Partner
Date: January 7, 1997
Timothy G. Ewing SARSEP IRA
By: /s/Timothy G. Ewing
-------------------------
Timothy G. Ewing
Beneficiary
Date: January 7, 1997
Timothy G. Ewing IRA
By: /s/Timothy G. Ewing
-------------------------
Timothy G. Ewing
Beneficiary
Date: January 7, 1997
