<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
THE SOURCE INFORMATION MANAGEMENT COMPANY
(Name of Issuer)
COMMON STOCK, $0.01 par value
(Title of Class of Securities)
836151209
(CUSIP Number)
S. Leslie Flegel
The Source Information Management Company
11644 Lilburn Park Road
St. Louis, Missouri 63146
(314) 995-9040
(Name, address and telephone number of person
authorized to receive notices and communications)
With a copy to:
John L. Gillis, Jr., Esq.
Armstrong Teasdale LLP
One Metropolitan Square, Suite 2600
St. Louis, Missouri 63102
March 30, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.[ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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 5 Pages
<PAGE> 2
- ------------------------------ -------------------
CUSIP No. 836151209 13D Page 2 of 5 Pages
- ------------------------------ -------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
S. Leslie Flegel SSN: ###-##-####
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
Not applicable
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
USA
- --------------------------------------------------------------------------------
7 Sole Voting Power
1,312,772
----------------------------------------
Number of 8 Shared Voting Power
Shares
Beneficially 3,140,000
Owned by
Each -----------------------------------------
Reporting
Person With 9 Sole Dispositive Power
1,312,772
-----------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,452,772
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
36.6%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE> 3
- ------------------------------ -------------------
CUSIP No. 836151209 13D Page 3 of 5 Pages
- ------------------------------ -------------------
This Amendment No. 1 amends Item 5 of the Schedule 13D filed by S. Leslie
Flegel on January 20, 1999, to reflect the issuance of 1,360,617 shares Common
Stock to Ledecky upon shareholder approval of the conversion of an equal number
of shares of Preferred Stock of the Issuer on March 30, 1999, and the
termination of the Conversion Voting Agreement on such date. As stated in the
original Schedule 13D, Ledecky has given Flegel a proxy to vote his
shares of Common Stock, including those shares issued upon the conversion of
the Preferred Stock, in accordance with the terms of the Voting Agreement.
The termination of the Conversion Voting Agreement terminates the proxies given
to Flegel and William H. Lee, Jr. by the Conversion Shareholders. Capitalized
terms have the meanings ascribed to them in the original Schedule 13D.
<PAGE> 4
- ------------------------------ -------------------
CUSIP No. 836151209 13D Page 4 of 5 Pages
- ------------------------------ -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended by deleting the first and fourth paragraphs
thereof and by inserting the following in lieu thereof:
Flegel may be deemed to be the beneficial owner of 4, 452,772 shares of Common
Stock, or approximately 36.6% of the shares of Common Stock outstanding,
including 1,312,772 shares of Common Stock held of record by Flegel and
3,140,000 shares of Common Stock held of record by Ledecky for which a proxy
was granted to Flegel. Flegel has the sole power to vote and dispose of the
shares of Common Stock held of record by him, and he has shared power to vote
and no power to dispose of the shares of Common Stock held of record by Ledecky.
The percentage of shares of Common Stock outstanding reported as beneficially
owned by Flegel on the date hereof is based upon the 12,168,620 shares of
Common Stock outstanding as of March 31, 1999.
<PAGE> 5
- ------------------------------ -------------------
CUSIP No. 836151209 13D Page 5 of 5 Pages
- ------------------------------ -------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
April 2, 1999 By: /s/ Leslie Flegel
------------------------------
S. Leslie Flegel
