<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SCP Pool Corporation
--------------------
(Name of Issuer)
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class of Securities)
784028 10 2
-----------
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* 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 18 Pages
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CUSIP NO. 784028 10 2 13G Page 2 of 18 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
None
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
None
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
None
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
0.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
PN
- ------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 784028 10 2 13G Page 3 of 18 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
None
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
None
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
None
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
0.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
PN
- ------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 784028 10 2 13G Page 4 of 18 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NOS. 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 74,536 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
58,663 shares
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 74,536 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
58,663 shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
133,199 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
1.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 784028 10 2 13g Page 5 of 18 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 75,561 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
19,838 shares
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 75,561 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
19,838 shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
95,399 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
0.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
=============================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 784028 10 2 13G Page 6 of 18 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 81,461 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
58,913 shares
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 81,461 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
58,913 shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
140,374 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
1.2%
- ------------------------------------------------------------------------------
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 18 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(k)(1) and (2) promulgated under the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned
hereby file this Amendment No. 3 to 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 18 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) or
(c) , check whether the person filing is a:
Not applicable.
Item 4 Ownership:
---------
The following information is provided in response to Item 4 of
Schedule 13G and the percentages stated are based on a total of 11,639,434
shares of Common Stock outstanding as of
<PAGE>
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CUSIP No. 784028 10 2 13G Page 9 of 18 Pages
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November 16, 1998, as determined from the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on November 16, 1998.
(a) - (b)
CHS CHS beneficially owns 0 shares of Common Stock,
---
constituting 0.0% of the shares of Common Stock outstanding.
CHSM CHSM is the sole general partner of CHS. CHSM
----
beneficially owns 0 shares of Common Stock, constituting 0.0% of the shares
of Common Stock outstanding.
Code Mr. Code is a general partner of CHSM. Mr. Code
----
beneficially owns 56,311 shares of Common Stock. Mr. Code holds options to
purchase up to 16,875 shares of Common Stock which are currently
exerciseable.
Mr. Code also may be deemed, pursuant to Rule 13d-3 promulgated
under the Act, to beneficially own 1,350 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.
By reason of his status as a general partner of CHS Investors, a
general partnership, Mr. Code may be deemed, pursuant to Rule 13d-3
promulgated under the Act, to beneficially own 2,663 shares of Common Stock
held by CHS Investors, constituting less than one percent of the shares of
Common Stock outstanding. Mr. Code disclaims said beneficial ownership in
the Common Stock held by CHS Investors, except to the extent of his
indirect beneficial interest as a general partner CHS Investors.
Mr. Code also may be deemed, pursuant to Rule 13d-3 promulgated
under the Act, to beneficially own 56,000 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 ownership in the Common Stock
held by the charitable foundation.
<PAGE>
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CUSIP No. 784028 10 2 13G Page 10 of 18 Pages
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Hennessy Mr. Hennessy is a general partner of CHSM. Mr. Hennessy
--------
beneficially owns 73,311 shares of Common Stock. Mr. Hennessy also may be
deemed, pursuant to Rule 13d-3 promulgated under the Act, to beneficially
own 2,250 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 675 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.
By reason of his status as a general partner of CHS Investors, a
general partnership, Mr. Hennessy may be deemed, pursuant to Rule 13d-3
promulgated under the Act, to beneficially own 2,663 shares of Common Stock
held by CHS Investors, constituting less than one percent of the shares of
Common Stock outstanding. Mr. Hennessy disclaims said beneficial ownership
in the Common Stock held by CHS Investors, except to the extent of his
indirect beneficial interest as a general partner CHS Investors.
Mr. Hennessy also may be deemed, pursuant to Rule 13d-3
promulgated under the Act, to beneficially own 16,500 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.
Hennessy is a trustee, although neither Mr. Hennessy nor any members of his
immediate family have any pecuniary interest in such shares. Mr. Hennessy
disclaims said beneficial ownership in the Common Stock held by the
charitable foundation.
Simmons Mr. Simmons is a general partner of CHSM. Simmons
-------
beneficially owns 81,461 shares of Common Stock.
By reason of his status as a general partner of CHS Investors, a
general partnership, Mr. Hennessy may be deemed, pursuant to Rule 13d-3
promulgated under the Act, to beneficially own 2,663 shares of Common Stock
held by CHS Investors, constituting less than one percent of the shares of
Common Stock outstanding. Mr. Hennessy disclaims said beneficial ownership
in the Common Stock held by CHS Investors, except to the extent of his
indirect beneficial interest as a general partner CHS Investors.
<PAGE>
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CUSIP No. 784028 10 2 13G Page 11 of 18 Pages
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Mr. Simmons also beneficially owns 56,250 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 0 shares of Common Stock.
CHSM CHSM has shared power to vote or direct the vote and
----
shared power to dispose or direct the disposition of 0 shares of Common
Stock.
Code Mr. Code has the sole power to vote or direct the vote
----
and the sole power to dispose or direct the disposition of the 56,311
shares of Common Stock held by him, and Mr, Code may be deemed to have the
sole power to vote or direct the vote and the sole power to dispose or
direct the disposition of the 16,875 shares of Common Stock which may be
acquired upon the exercise of stock options held by him.
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 1,350 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.
By reason of his status as a general partner of CHS Investors, a
general partnership, 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 2,663 shares of Common Stock held by CHS Investors, constituting less
than one percent of the shares of Common Stock outstanding. Mr. Code
disclaims said beneficial ownership in the Common Stock held by CHS
Investors, except to the extent of his indirect beneficial interest as a
general partner CHS Investors.
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 56,000 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
<PAGE>
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CUSIP No. 784028 10 2 13G Page 12 of 18 Pages
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beneficial ownership in the Common Stock held by the charitable foundation.
Hennessy Mr. Hennessy has the sole power to vote or direct the
--------
vote and the sole power to dispose or direct the disposition of the 73,311
shares of Common Stock held by him.
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 2,250 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.
Mr. Hennessy also has shared power to vote or direct the vote and
shared power to dispose or direct the disposition of the 675 shares of
Common Stock which are owned by Mr. Hennessy and his wife as joint tenants.
By reason of his status as a general partner of CHS Investors, a
general partnership, 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 2,663 shares of Common Stock held by CHS Investors,
constituting less than one percent of the shares of Common Stock
outstanding. Mr. Hennessy disclaims said beneficial ownership in the Common
Stock held by CHS Investors, except to the extent of his indirect
beneficial interest as a general partner CHS Investors.
Mr. Hennessy 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 16,500 shares of Common Stock which are owned by a charitable
foundation of which Mr. Hennessy is a trustee, although neither Mr.
Hennessy nor any members of his immediate family have any pecuniary
interest in such shares. Mr. Hennessy disclaims said beneficial ownership
in the Common Stock held by the charitable foundation.
Simmons Mr. Simmons has the sole power to vote or direct the
-------
vote and the sole power to dispose or direct the disposition of the 81,461
shares of Common Stock held by him.
By reason of his status as a general partner of CHS Investors, a
general partnership, 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 2,663 shares of Common Stock held by CHS Investors, constituting less
than one
<PAGE>
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CUSIP No. 784028 10 2 13G Page 13 of 18 Pages
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percent of the shares of Common Stock outstanding. Mr. Simmons disclaims
said beneficial ownership in the Common Stock held by CHS Investors, except
to the extent of his indirect beneficial interest as a general partner CHS
Investors.
Mr. Simmons also has shared power to vote or direct the vote and
shared power to dispose or direct the disposition of the 56,250 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:
--------------------------------------------
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner
of more than ten percent of the class of securities, check the following:
[ X ].
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 Amendment No. 3 to Schedule 13G is being filed pursuant to
Rule 13d-2(b) and Rule 13d-1(d). Attached as Exhibit B is a complete and
accurate list of each member of the group. See also Items 5 and 9.
<PAGE>
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CUSIP No. 784028 10 2 13G Page 14 of 18 Pages
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Item 9 Notice of Dissolution of Group:
------------------------------
As stated on Exhibit B, the date of dissolution of this group was
December 10, 1998. All further filings with respect to
transactions in the security reported on will be filed, if
required, by members of the group in their individual capacity.
Item 10. Certification:
-------------
Not applicable.
<PAGE>
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CUSIP No. 784028 10 2 13G Page 15 of 18 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 8, 1999
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 16 of 18 Pages
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EXHIBIT INDEX
Exhibit Document Description
- ------- --------------------
A Agreement pursuant to Rule 13d-1(k)(1)(iii).
B Schedule of members of group
<PAGE>
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CUSIP No. 784028 10 2 13G Page 17 of 18 Pages
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- --------------------------------------------------------------------------------
EXHIBIT A TO SCHEDULE 13G
Agreement Relating to the Filing of
Joint Statements Pursuant to Rule 13d-1(k)
------------------------------------------
Pursuant to Rule 13d-1(k)(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 below.
Dated: February 8, 1999
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 18 of 18 Pages
-----------------
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EXHIBIT B TO SCHEDULE 13G
The date of dissolution of this group was December 10, 1998. All
further filings with respect to transactions in the security reported on will be
filed, if required, by members of the group in their individual capacity.
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.
