<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SCP Pool Corporation
--------------------
(Name of Issuer)
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class of Securities)
784028 10 2
-----------
(CUSIP Number)
* 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 in 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).
This amended Schedule 13G amends and restates the Reporting Persons' initial
Schedule 13G, as amended.
Page 1 of 17 Pages
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CUSIP NO. 784028102 13G PAGE 2 OF 17 PAGES
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Code, Hennessy & Simmons Limited Partnership
36-3653669
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Illinois
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 913,586 shares
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
913,586 shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
913,586 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
11.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 784028102 13G PAGE 3 OF 17 PAGES
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHS Management Limited Partnership
36-3597316
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Illinois
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
913,586 shares
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
913,586 shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
913,586 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
11.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 784028102 13G PAGE 4 OF 17 PAGES
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew W. Code
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
900
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
928,586 shares
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
900
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
928,586 shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
929,486 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
12.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 784028102 13G PAGE 5 OF 17 PAGES
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel J. Hennessy
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
1,500 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 914,036 shares
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
1,500 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
914,036 shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
915,536 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
11.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 784028 10 2 13G Page 6 of 17 Pages
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian P. Simmons
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
951,086 shares
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
951,086 shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
951,086 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
12.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 784028 10 2 13G Page 7 of 17 Pages
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SCHEDULE 13G
------------
Item 1(a) Name of Issuer:
--------------
SCP Pool Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
109 Northpark Boulevard
Covington, Louisiana 70433-5001
Item 2(a) Name of Person Filing:
---------------------
Pursuant to Rules 13d-1(f)(1) and (2) promulgated under the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned
hereby file this Schedule 13G on behalf of Code, Hennessy & Simmons Limited
Partnership, an Illinois limited partnership ("CHS"), CHS Management
Limited Partnership, an Illinois limited partnership ("CHSM"), Andrew W.
Code ("Code"), Daniel J. Hennessy ("Hennessy") and Brian P. Simmons
("Simmons"). The foregoing persons are sometimes hereinafter referred to
collectively as the "Reporting Persons." The Reporting Persons are making
this single, joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Act, although neither
the fact of this filing nor anything contained herein shall be deemed to
be an admission by any of the Reporting Persons that such a "group" exists.
Item 2(b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
CHS The address of CHS's principal business office is 10 South
Wacker Drive, Suite 3175, Chicago, Illinois 60606.
CHSM The address of CHSM's principal business office is 10 South
Wacker Drive, Suite 3175, Chicago, Illinois 60606.
Code The address of Code's principal business office is 10 South
Wacker Drive, Suite 3175, Chicago, Illinois 60606.
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CUSIP NO. 784028 10 2 13G Page 8 of 17 Pages
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Hennessy The address of Hennessy's principal business office
is 10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606.
Simmons The address of Simmons's principal business office is
10 South Wacker Drive, Suite 3175, Chicago, Illinois 60606.
Item 2(c) Citizenship:
-----------
CHS The place of CHS's organization as a limited partnership is
Illinois, the United States of America.
CHSM The place of CHSM's organization as a limited partnership
is Illinois, the United States of America.
Code Mr. Code is a citizen of the United States of America.
Hennessy Mr. Hennessy is a citizen of the United States of
America.
Simmons Mr. Simmons is a citizen of the United States of
America.
Item 2(d) Title of Class of Securities:
----------------------------
Common Stock, par value $.001 per share
Item 2(e) CUSIP No.:
---------
784028 10 2
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
-------------------------------------------------------------------
This statement is not filed pursuant to Rules 13d-1(b) or 13d-
2(b).
Item 4 Ownership:
---------
The following information is provided in response to Item 4 of
Schedule 13G and the percentages stated are based on
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CUSIP NO. 784028 10 2 13G Page 9 of 17 Pages
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a total of 7,740,060 shares of Common Stock outstanding as of December 17,
1997, as determined from statements of the Issuer in its Registration
Statement on Form S-1, as amended, as originally filed with the Securities
and Exchange Commission on November 14, 1997.
(a) - (b)
CHS CHS beneficially owns 913,586 shares of Common Stock,
constituting approximately 11.8% of the shares of Common Stock outstanding.
CHSM By reason of its status as the sole general partner of
CHS, CHSM may be deemed, pursuant to Rule 13d-3 promulgated under the Act,
to beneficially own the 913,586 shares of Common Stock held by CHS,
constituting approximately 11.8% of the shares of Common Stock outstanding.
CHSM disclaims said beneficial ownership in the Common Stock held by CHS,
except to the extent of CHSM's indirect beneficial interest as the general
partner of CHS.
Code By reason of his status as a general partner of CHSM, the
sole general partner of CHS, Mr. Code may be deemed, pursuant to Rule 13d-3
promulgated under the Act, to beneficially own the 913,586 shares of Common
Stock held by CHS, constituting approximately 11.8% of the shares of Common
Stock outstanding. Mr. Code disclaims said beneficial ownership in the
Common Stock held by CHS, except to the extent of his indirect beneficial
interest as a general partner of CHSM, the general partner of CHS.
Mr. Code also may be deemed, pursuant to Rule 13d-3 promulgated
under the Act, to beneficially own 900 shares of Common Stock, constituting
less than one percent of the shares of Common Stock outstanding, which are
owned by minor children of Mr. Code who reside in his house. Mr. Code
disclaims said beneficial ownership in the Common Stock held by his minor
children.
Mr. Code also may be deemed, pursuant to Rule 13d-3 promulgated
under the Act, to beneficially own 15,000 shares of Common Stock,
constituting less than one percent of the shares of Common Stock
outstanding, which are owned by a charitable foundation of which Mr. Code
is a director, president, and the sole member, although neither Mr. Code
nor any members of his immediate family have any pecuniary interest in such
shares. Mr. Code disclaims said beneficial
<PAGE>
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CUSIP NO. 784028 10 2 13G Page 10 of 17 Pages
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ownership in the Common Stock held by the charitable foundation.
Hennessy By reason of his status as a general partner of CHSM,
the sole general partner of CHS, Mr. Hennessy may be deemed, pursuant to
Rule 13d-3 promulgated under the Act, to beneficially own the 913,586
shares of Common Stock held by CHS, constituting approximately 11.8% of the
shares of Common Stock outstanding. Mr. Hennessy disclaims said beneficial
ownership in the Common Stock held by CHS, except to the extent of his
indirect beneficial interest as a general partner of CHSM, the general
partner of CHS.
Mr. Hennessy also may be deemed, pursuant to Rule 13d-3
promulgated under the Act, to beneficially own 1,500 shares of Common
Stock, constituting less than one percent of the shares of Common Stock
outstanding, which are owned by minor children of Mr. Hennessy who reside
in his house. Mr. Hennessy disclaims said beneficial ownership in the
Common Stock held by his minor children.
Mr. Hennessy also beneficially owns 450 shares of Common Stock,
constituting less than one percent of the shares of Common Stock
outstanding, which are owned by Mr. Hennessy and his wife as joint tenants.
Simmons By reason of his status as a general partner of CHSM,
the sole general partner of CHS, Mr. Simmons may be deemed, pursuant to
Rule 13d-3 promulgated under the Act, to beneficially own the 913,586
shares of Common Stock held by CHS, constituting approximately 11.8% of the
shares of Common Stock outstanding. Mr. Simmons disclaims said beneficial
ownership in the Common Stock held by CHS, except to the extent of his
indirect beneficial interest as a general partner of CHSM, the general
partner of CHS.
Mr. Simmons also beneficially owns 37,500 shares of Common Stock,
constituting less than one percent of the shares of Common Stock
outstanding, which are owned by Mr. Simmons and his wife as joint tenants.
(c)(i-iv)
CHS CHS has shared power to vote or direct the vote and shared
power to dispose or direct the disposition of 913,586 shares of Common
Stock.
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CUSIP NO. 784028 10 2 13G Page 11 of 17 Pages
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CHSM By reason of its status as the sole general partner of CHS,
CHSM may be deemed to have shared power to vote or direct the vote and
shared power to dispose or direct the disposition of the 913,586 shares of
Common Stock held by CHS. CHSM disclaims said shared voting and dispositive
power.
Code By reason of his status as a general partner of CHSM, the
sole general partner of CHS, Mr. Code may be deemed to have shared power to
vote or direct the vote and shared power to dispose or direct the
disposition of the 913,586 shares of Common Stock held by CHS. Mr. Code
disclaims said shared voting and dispositive power, except to the extent
deemed by reason of his status as a general partner of CHSM, the general
partner of CHS.
Mr. Code also has the sole power to vote or direct the vote and
the sole power to dispose or direct the disposition of the 900 shares of
Common Stock which are held by Mr. Code as Custodian under the Illinois
Uniform Gift to Minors Act for minor children of Mr. Code who reside in his
house.
Mr. Code also may be deemed to have shared power to vote or
direct the vote and shared power to dispose or direct the disposition of
the 15,000 shares of Common Stock which are owned by a charitable
foundation of which Mr. Code is a director, president, and sole member,
although neither Mr. Code nor any members of his immediate family have any
pecuniary interest in such shares. Mr. Code disclaims said beneficial
ownership in the Common Stock held by the charitable foundation.
Hennessy By reason of his status as a general partner of CHSM,
the sole general partner of CHS, Mr. Hennessy may be deemed to have shared
power to vote or direct the vote and shared power to dispose or direct the
disposition of the 913,586 shares of Common Stock held by CHS. Mr. Hennessy
disclaims said shared voting and dispositive power, except to the extent
deemed by reason of his status as a general partner of CHSM, the general
partner of CHS.
Mr. Hennessy also has the sole power to vote or direct the vote
and the sole power to dispose or direct the disposition of the 1,500 shares
of Common Stock which are held by Mr. Hennessy as Custodian under the
Illinois Uniform Gift to Minors Act for minor children of Mr. Hennessy who
reside in his house.
<PAGE>
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CUSIP NO. 784028 10 2 13G Page 12 of 17 Pages
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Mr. Hennessy also has shared power to vote or direct the vote and
shared power to dispose or direct the disposition of the 450 shares of
Common Stock which are owned by Mr. Hennessy and his wife as joint tenants.
Simmons By reason of his status as a general partner of CHSM,
the sole general partner of CHS, Mr. Simmons may be deemed to have shared
power to vote or direct the vote and shared power to dispose or direct the
disposition of the 913,586 shares of common Stock held by CHS. Mr. Simmons
disclaims said shared voting and dispositive power, except to the extent
deemed by reason of his status as a general partner of CHSM, the general
partner of CHS.
Mr. Simmons also has shared power to vote or direct the vote and
shared power to dispose or direct the disposition of the 37,500 shares of
Common Stock which are owned by Mr. Simmons and his wife as joint tenants.
Item 5 Ownership of Five Percent or Less of a Class:
--------------------------------------------
Not applicable.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person:
---------------------------------------------------------------
No other person 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 Common Stock owned by any of the Reporting Persons.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
----------------------------------------------------------------------
Not applicable.
Item 8 Identification and Classification of Members of the Group:
---------------------------------------------------------
This Schedule 13G is being filed pursuant to Rule 13d-2(b).
Attached as Exhibit B is a complete and accurate list of each member of the
group.
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CUSIP NO. 784028 10 2 13G Page 13 of 17 Pages
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Item 9 Notice of Dissolution of Group:
------------------------------
Not applicable.
Item 10. Certification:
-------------
Not applicable.
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CUSIP NO. 784028 10 2 13G Page 14 of 17 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and behalf, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 3, 1998
CODE, HENNESSY & SIMMONS
LIMITED PARTNERSHIP
By: CHS MANAGEMENT LIMITED
PARTNERSHIP, its general
partner
By: /s/ ANDREW W. CODE
-----------------------
Andrew W. Code
Its: General Partner
CHS MANAGEMENT LIMITED
PARTNERSHIP
By: /s/ ANDREW W. CODE
-----------------------
Andrew W. Code
Its: General Partner
/s/ ANDREW W. CODE
-------------------------
Andrew W. Code
/s/ DANIEL J. HENNESSY
-------------------------
Daniel J. Hennessy
/s/ BRIAN P. SIMMONS
------------------------
Brian P. Simmons
<PAGE>
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CUSIP NO. 784028 10 2 13G Page 15 of 17 Pages
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EXHIBIT INDEX
Exhibit Document Description
- ------- --------------------
A Agreement pursuant to Rule
13d-1(f)(1)(iii).
B Schedule of members of group
<PAGE>
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CUSIP NO. 784028 10 2 13G Page 16 of 17 Pages
- ----------------------- ---------------------
EXHIBIT A TO SCHEDULE 13G
Agreement Relating to the Filing of
Joint Statements Pursuant to Rule 13d-1(f)
------------------------------------------
Pursuant to Rule 13d-1(f)(1)(iii) of the General Rules and Regulations
of the Securities Exchange Act of 1934, as amended, the undersigned agree that
the Schedule 13G to which this Exhibit is attached is filed on their behalf in
the capacities set out herein below.
Dated: February 3, 1998
CODE, HENNESSY & SIMMONS
LIMITED PARTNERSHIP
By: CHS MANAGEMENT LIMITED
PARTNERSHIP, its general
partner
By: /s/ ANDREW W. CODE
----------------------------
Andrew W. Code
Its: General Partner
CHS MANAGEMENT LIMITED
PARTNERSHIP
By: /s/ ANDREW W. CODE
------------------------
Andrew W. Code
Its: General Partner
/s/ ANDREW W. CODE
-------------------------
Andrew W. Code
/s/ DANIEL J. HENNESSY
-------------------------
Daniel J. Hennessy
/s/ BRIAN P. SIMMONS
-------------------------
Brian P. Simmons
<PAGE>
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CUSIP NO. 784028 10 2 13G Page 17 of 17 Pages
- ----------------------- ---------------------
EXHIBIT B TO SCHEDULE 13G
The following is a complete and accurate list of each member of the
group:
1. Code, Hennessy & Simmons Limited Partnership;
2. CHS Management Limited Partnership;
3. Andrew W. Code;
4. Daniel J. Hennessy; and
5. Brian P. Simmons.
