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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
The Source Information Management Company
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
836121209
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(CUSIP Number)
Jonathan J. Ledecky
800 Connecticut Avenue, NW
Suite 1111
Washington, DC 20006
(202) 261-6020
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 7, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-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 (S)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).
(Continued on following pages)
Page 1 of 8 pages)
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SCHEDULE 13D
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CUSIP No. 836121209 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan J. Ledecky
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 0
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,779,383
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,779,383
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,779,383
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 836121209 Page 3 of 8 Pages
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Item 1 Security and Issuer
This statement relates to the common stock, par value $.01 per share
(the "Common Stock") of The Source Information Management Company (the "Issuer"
or the "Source"). The address of the principal executive offices of the Source
is 11644 Lilburn Park Road, St. Louis, Missouri, 63146.
Item 2 Identity and Background
This statement is filed by Jonathan J. Ledecky ("Ledecky"), an
individual. Ledecky's business address is 800 Connecticut Avenue, NW, Suite
1111, Washington, DC 20006. Ledecky's principal occupation is to make
investments. Ledecky is a citizen of the United States of America.
During the past five years, Ledecky (1) has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
(2) has not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which Ledecky 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 finding
any violation with respect to such laws.
As described in this report, Ledecky and S. Leslie Flegel ("Flegel"),
the Chairman and Chief Executive Officer of the Source, may be deemed to
constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934 (the "Act"). Flegel's business address is c/o The Source, 11644
Lilburn Park Road, St. Louis, Missouri, 63146. Ledecky expressly disclaims that
he has agreed to act as a group other than as described in this statement.
Item 3 Source and Amount of Funds or Other Consideration
On January 7, 1999, Ledecky acquired 1,779,383 shares of Common Stock
and 1,360,617 shares of Class A Convertible Preferred Stock, par value $.01 per
share (the "Preferred Stock"), from the Source pursuant to an Agreement and Plan
of Merger (the "Merger Agreement") among the Source, an acquisition subsidiary
of the Source, Ledecky and certain other stockholders of U.S. Marketing
Services, Inc. ("U.S. Marketing"). Pursuant to the Merger Agreement, U.S.
Marketing merged into a wholly owned subsidiary of the Source (the "Merger").
Under the Merger Agreement, each share of U.S. Marketing held by Ledecky was
converted into the right to receive .3626 shares of Common Stock and .2772
shares of Preferred Stock.
Also on January 7, 1999, Ledecky entered into a voting agreement (the
"Voting Agreement") with Flegel whereby Ledecky agreed to vote the Common Stock
held by him and issuable to him upon the conversion of the Preferred Stock held
by him in the same manner as Flegel on matters pertaining to (1) the election of
directors of the Source, (2) ratification of the Source's auditors, (3) the
composition of the Source's senior management, (4) financing, (5) stock bonuses,
options or incentive plans or programs for employees and consultants of the
Source, and amendments thereto, (6) amendments to the Articles of Incorporation
of the Source to increase the authorized capital of the Source, and (7) similar
matters pertaining to the day-to-day
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CUSIP No. 836121209 Page 4 of 8 Pages
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operations of the Source. The Voting Agreement specifically excludes matters
pertaining to fundamental changes in the Source, including but not limited to
mergers, acquisitions requiring shareholder approval, tender offers, sales of
all or substantially all of the Source's assets, changes in control of the
Source, and the issuance of capital stock of the Source requiring shareholder
approval. In connection with the Voting Agreement, Ledecky gave Flegel an
irrevocable proxy to vote Ledecky's shares of Common Stock in accordance with
the terms of the Voting Agreement. The Voting Agreement will terminate upon the
earlier of (1) the second anniversary of the Voting Agreement, (2) Ledecky
beneficially owning less than ten percent of the Source, or (3) the removal or
resignation of Flegel from either of his positions as Chief Executive Officer or
Chairman of the Board of the Source.
As a result of the Voting Agreement, Ledecky and Flegel may be deemed
to constitute a "group" for purposes of Section 13(d)(3) of the Act.
The Merger Agreement and the Voting Agreement are incorporated by
reference as exhibits to this statement. The preceding summaries of the Merger
Agreement and the Voting Agreement, and the summaries of certain other
agreements in this statement, are not intended to be complete descriptions and
are qualified in their entirety by reference to the detailed provisions of such
agreements.
Item 4 Purpose of Transaction
The information set forth in Item 3 is incorporated herein by
reference.
Pursuant to the Certificate of Designation of the Preferred Stock,
each share of Preferred Stock will automatically convert into a share of Common
Stock upon the approval of the conversion by the holders of a majority of the
outstanding shares of Common Stock (disregarding any shares of Common Stock held
by Ledecky and the other former U.S. Marketing stockholders); if the Source's
shareholders do not approve the conversion on or before June 30, 1999, the
Preferred Stock will be convertible, at the option of the holders thereof, into
demand debt of the Source.
Flegel and certain other shareholders of the Source have entered into
an agreement (the "Conversion Voting Agreement") pursuant to which they have
agreed to vote in favor of the conversion at the next duly called special
shareholders meeting. Ledecky is also a party to the Conversion Voting
Agreement, although his vote will not be counted toward conversion of the
Preferred Stock. The parties to the Conversion Voting Agreement granted proxies
to Flegel and William H. Lee, Jr. to vote their shares in accordance with the
terms of the Voting Agreement.
The Source, Ledecky and certain other shareholders have entered into a
Registration Rights Agreement, dated as of January 7, 1999 (the "Registration
Agreement") pursuant to which (1) the Source granted Ledecky and such other
shareholders the right in certain circumstances to require the Source to
register their shares of Common Stock for resale under the Securities Act of
1933 (the "Securities Act") and (2) Ledecky agreed not to sell any Common Stock
without the consent of the Source prior to January 7, 2000, except under certain
circumstances.
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CUSIP No. 836121209 Page 5 of 8 Pages
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Ledecky holds the Common Stock for investment purposes. Depending on
market conditions and other factors (including evaluation of the Source's
businesses and prospects, availability of funds, alternative uses of funds and
general economic conditions), and subject to certain arrangements described in
this statement, Ledecky may from time to time acquire additional securities of
the Source or dispose of all or a portion of its investment in the Source.
Except as described in this statement, Ledecky presently has no plans
or proposals which relate to or would result in any of the transactions
described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5 Interest in Securities of the Issuer
(a) Ledecky is the beneficial owner of 1,779,383 shares of Common
Stock, or approximately 15.2% of the Common Stock (assuming there are 11,724,604
shares of Common Stock outstanding) as of January 7, 1999.
Ledecky has been informed that Flegel is the beneficial owner of
1,312,773 shares of Common Stock, or approximately 11.2% of the Common Stock
(assuming there are 11,724,604 shares of Common Stock outstanding), and may be
deemed the beneficial owner of an additional 4,274,971 shares of Common Stock,
or approximately 36.5% of the Common Stock (assuming there are 11,724,604 shares
of Common Stock outstanding) as a result of the Conversion Voting Agreement.
The filing of this statement by Ledecky shall not be construed as an
admission that Ledecky is, for the purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of any securities beneficially owned by Flegel.
(b) Ledecky and Flegel each have shared voting power over the
1,779,383 shares of Common Stock held by Ledecky. Ledecky has sole dispositive
power over such shares.
Ledecky has been informed that Flegel has sole dispositive power and
shared voting power over 1,312,773 shares of Common Stock and shared voting
power over an additional 4,724,604 shares of Common Stock for the purposes set
forth in the Conversion Voting Agreement.
(c) Except as otherwise set forth in this statement, Ledecky has not
effected any transactions in the Common Stock during the past 60 days.
(d) No person other than Ledecky has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
1,779,383 shares of Common Stock beneficially owned by Ledecky.
(e) Not applicable.
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CUSIP No. 836121209 Page 6 of 8 Pages
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Item 6 Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
As described in Item 3, the Flegel and Ledecky are parties to a voting
agreement with respect to the Common Stock. As described in Item 4, Ledecky (1)
has entered into a conversion voting agreement with certain Source shareholders
regarding the conversion of the Preferred Stock and (2) is a party to a
registration rights agreement with respect to the Common Stock.
Ledecky has pledged the 1,779,383 shares of Common Stock and the
Preferred Stock he holds to J.P. Morgan ("Pledgee") as collateral for a loan
from Pledgee to Ledecky. The terms of the loan arrangements include standard
default and similar provisions. Accordingly, under certain circumstances Pledgee
may obtain voting power or investment power over these securities.
Item 7 Material to be Filed as Exhibits
Exhibit Description
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1 Voting Agreement, dated as of January 7, 1999, by and between S.
Leslie Flegel and Jonathan J. Ledecky.*
2 Agreement and Plan of Merger, dated as of January 7, 1999, by and
among The Source Information Management Company, Source-U.S.
Marketing Services, Inc., U.S. Marketing Services, Inc., Jonathan J.
Ledecky, James R. Gillis and Monte Weiner.*
3 Conversion Voting Agreement, dated as of January 7, 1999, by and
among the persons listed on Exhibit B thereto, Jonathan J. Ledecky,
James R. Gillis and Monte Weiner.*
4 Certificate of Designation of Series A Convertible Preferred Stock of
The Source Information Management Company.*
5 Registration Rights Agreement, dated as of January 7, 1999, by and
among the Issuer, Ledecky, and certain other parties thereto.*
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*Incorporated by reference to the Schedule 13D filed by Flegel on or about
January 19, 1999.
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CUSIP No. 836121209 Page 7 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: January 21, 1999 By: /s/ Jonathan J. Ledecky
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Jonathan J. Ledecky
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CUSIP No. 836121209 Page 8 of 8 Pages
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EXHIBIT INDEX
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Exhibit Description
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1 Voting Agreement, dated as of January 7, 1999, by and between S.
Leslie Flegel and Jonathan J. Ledecky.*
2 Agreement and Plan of Merger, dated as of January 7, 1999, by and
among The Source Information Management Company, Source-U.S.
Marketing Services, Inc., U.S. Marketing Services, Inc., Jonathan J.
Ledecky, James R. Gillis and Monte Weiner.*
3 Conversion Voting Agreement, dated as of January 7, 1999, by and
among the persons listed on Exhibit B thereto, Jonathan J. Ledecky,
James R. Gillis and Monte Weiner.*
4 Certificate of Designation of Series A Convertible Preferred Stock of
The Source Information Management Company.*
5 Registration Rights Agreement, dated as of January 7, 1999, by and
among the Issuer, Ledecky, and certain other parties thereto.*
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*Incorporated by reference to the Schedule 13D filed by Flegel on or about
January 19, 1999.
