SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)1
Tech Sym Corporation
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, $.10 PAR VALUE
- --------------------------------------------------------------------------------
(Title of class of securities)
878308105
- --------------------------------------------------------------------------------
(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
July 9, 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 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
/ /.
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.
(Continued on following pages)
(Page 1 of 9 Pages)
Exhibit List on Page 8
- --------
1 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 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>
- ------------------------------- --------------------------
CUSIP No. 878308105 13D Page 2 of 9 Pages
- ------------------------------- --------------------------
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 558,300
OWNED BY
EACH ----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
558,300
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
558,300
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2% %
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ------------------------------- --------------------------
CUSIP No. 878308105 13D Page 3 of 9 Pages
- ------------------------------- --------------------------
================================================================================
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 558,300
OWNED BY
EACH ----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
- 0 -
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
558,300
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
558,300
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ------------------------------- --------------------------
CUSIP No. 878308105 13D Page 4 of 9 Pages
- ------------------------------- --------------------------
The following constitutes Amendment No. 1 to the Schedule 13D filed by
the undersigned (the "Amendment No. 1"). This Amendment No. 1 amends the
Schedule 13D as set forth below.
Item 3. is hereby amended in its entirety to read as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 558,300 Shares of Common
Stock owned by Steel Partners II is $12,807,983. The Shares of Common Stock
owned by Steel Partners II were acquired with partnership funds.
Item 4 is hereby amended to add the following:
Item 4. Purpose of Transaction.
On July 7 and 8, 1999, the Reporting Persons spoke with
certain members of the Board of Directors of the Issuer in order to come to an
agreement with regard to the restructuring of the Board of Directors of the
Issuer, including the naming of two of the Reporting Persons' representatives to
the Board of Directors of the Issuer, however, the Reporting Persons and the
Issuer were unable to come to an agreement with regard to such restructuring. In
connection therewith, on July 9, 1999, the Reporting Persons sent a letter to
Wendell W. Gamel, the Chairman of the Board of the Issuer, expressing the
Reporting Persons' disappointment in the parties inability to reach an agreement
and its willingness to continue discussions with the Issuer until the close of
business on July 12, 1999, at which time the Reporting Persons may seek other
avenues to acheive its objectives. The text of the letter is set forth as
Exhibit 2 hereto and incorporated herein by reference.
Items 5 (a) and (b) are hereby amended to read as follows:
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 6,068,631 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 30, 1999.
As of the close of business on July 8, 1999, Steel Partners II
beneficially owns 558,300 Shares of Common Stock, constituting approximately
9.2% of the Shares outstanding. Mr. Lichtenstein beneficially owns 558,300
Shares, representing approximately 9.2% of the Shares outstanding. Mr.
Lichtenstein has sole voting and dispositive power with respect to the 558,300
Shares owned by Steel Partners II by virtue of his authority to vote and dispose
of such Shares. All of such Shares were acquired in open-market transactions.
<PAGE>
- ------------------------------- --------------------------
CUSIP No. 878308105 13D Page 5 of 9 Pages
- ------------------------------- --------------------------
(b) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock since the filing of the prior Schedule 13D by the
Reporting Persons.
Item 7 is hereby amended to add the following
Item 7. Material to be Filed as Exhibits.
2. Letter dated July 9, 1999 from Steel Partners II,
L.P. to Wendell W. Gamel, Chairman of the Board of
Directors of Tech Sym Corporation.
<PAGE>
- ------------------------------- --------------------------
CUSIP No. 878308105 13D Page 6 of 9 Pages
- ------------------------------- --------------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 9, 1999 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warrem G. Lichtenstein
--------------------------------------
Warren G. Lichtenstein
Chief Executive Officer
/s/ Warren G. Lichtenstein
------------------------------------------
WARREN G. LICHTENSTEIN
<PAGE>
- ------------------------------- --------------------------
CUSIP No. 878308105 13D Page 7 of 9 Pages
- ------------------------------- --------------------------
SCHEDULE A
Transactions in the Shares Since the Filing of the Prior Schedule
13D
Shares of Common Stock Price Per Date of
Purchased/(Sold) Share Purchase/Sale
STEEL PARTNERS II, L.P.
1,900 23.57500 7/6/99
24,300 23.74450 7/7/99
WARREN LICHTENSTEIN
None.
<PAGE>
- ------------------------------- --------------------------
CUSIP No. 878308105 13D Page 8 of 9 Pages
- ------------------------------- --------------------------
EXHIBIT INDEX
Exhibit Page
- ------- ----
1. Joint Filing Agreement (previously --
filed)
2. Letter dated July 9, 1999 from Steel
Partners II, L.P. to Wendell W. Gamel,
Chairman of the Board of Directors of
Tech Sym Corporation
<PAGE>
- ------------------------------- --------------------------
CUSIP No. 878308105 13D Page 9 of 9 Pages
- ------------------------------- --------------------------
STEEL PARTNERS II, L.P.
150 East 52nd Street, 21st Floor
New York, New York 10022
July 8, 1999
Wendell W. Gamel
Chairman of the Board
Tech-Sym Corporation
10500 Westoffice Drive
Houston, Texas 77402
Dear Mr. Gamel:
On behalf of Steel Partners II, L.P. ("Steel"), let me express
my disappointment at the inability of our two sides to come to an agreement
regarding the restructuring of the board of directors of Tech-Sym Corporation
(the "Company"), and specifically the naming of two Steel representatives to the
board of the Company. As a large shareholder of the Company, we feel it is in
the best interests of the Company, and all of its shareholders, for Steel to
have a significant voice in the direction the Company will take in the future,
and to work with you and the management of the Company to enhance shareholder
value. Until today, we were under the impression that you felt the same way.
Although we have not yet given up hope that we can come to an
agreement, please be aware that unless Steel is able to have two of its
representatives named to the board of directors of the Company through amicable
means, we are prepared to utilize any other means necessary, including but not
limited to the undertaking of a consent solicitation and/or the call of a
special meeting of shareholders, in order to reconstitute the board of directors
of the Company.
We are still of the belief that a negotiated agreement is
within reach. In that light, Steel intends to continue to try to pursue an
amicable resolution to this matter with the board through to the close of
business on Monday, July 12, 1999. If an agreement is not reached by such time,
we will have no choice but to pursue other avenues. We look forward to hearing
from you shortly.
Very truly yours,
/s/ Warren G. Lichtenstein
- --------------------------
Warren G. Lichtenstein
cc: Board of Directors of Tech Sym Corporation
