-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AysXsUDrbIJxuNfpeK+OvHGSqRGRyb1BUitl8ZRxC/XTAfZIGo0gue/bL82MoZIJ tdes1LvGmYFrnOlZ0EvZIw== 0000905148-97-000303.txt : 19970223 0000905148-97-000303.hdr.sgml : 19970223 ACCESSION NUMBER: 0000905148-97-000303 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970221 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LARSCOM INC CENTRAL INDEX KEY: 0001024047 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 942362692 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47819 FILM NUMBER: 97541297 BUSINESS ADDRESS: STREET 1: 4600 PATRICK HENRY DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089886600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEAN WITTER DISCOVER & CO CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2123922222 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1___)* Larscom Incorporated - ---------------------------------------------------------------------- (Name of Issuer) Common Stock - ---------------------------------------------------------------------- (Title of Class Securities) #51729Y108 ----------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *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 the 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). (Continued on following page(s)) Page 1 of 9 CUSIP NO. 51729Y108 ----------- PAGE 2 OF 9 PAGES ---- ---- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dean Witter, Discover & Co. IRS No. 36-3145972 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / Not Applicable (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 120,000 ** EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH 120,000 ** 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 120,000 ** 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/ / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.74% ** 12 TYPE OF REPORTING PERSON* HC ** SEE NOTE ON PAGE 6! CUSIP NO. 51729Y108 ----------- PAGE 3 OF 9 PAGES ---- ---- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dean Witter InterCapital Inc. IRS No. 13-3680016 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / Not Applicable (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 120,000 ** EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH 120,000 ** 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 120,000 ** 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/ / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.74% ** 12 TYPE OF REPORTING PERSON* IA ** SEE NOTE ON PAGE 6! CUSIP NO. 51729Y108 ----------- PAGE 4 OF 9 PAGES --- --- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dean Witter Reynolds Inc. IRS No. 94-1671384 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / Not Applicable. (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 120,000 ** EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH 120,000 ** 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 120,000 ** 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/ / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.74% ** 12 TYPE OF REPORTING PERSON* BD **SEE NOTE ON PAGE 6! Schedule 13G ------------ Issuer: Larscom Incorporated CUSIP NO.: 51729Y108 Item 1. (a) Name of Issuer Larscom Incorporated (b) Address of Issuer's Principal Executive Offices 4600 Patrick Henry Drive Santa Clara, CA 95054 ITEM 2. (a) Name of Person Filing (1) Dean Witter, Discover & Co. (2) Dean Witter InterCapital Inc. (3) Dean Witter Reynolds Inc. (b) Address of Principal Business Office (1) Two World Trade Center, New York, NY 10048 (2) Two World Trade Center, New York, NY 10048 (3) Two World Trade Center, New York, NY 10048 (c) Citizenship (1) Delaware (2) Delaware (3) Delaware (d) Title of Class of Securities Common Stock, Class A (e) CUSIP Number 51729Y108 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) / /Broker or Dealer registered under Section 15 of the Act (b) / /Bank as defined in section 3(a)(6) of the Act (c) / /Insurance Company as defined in section 3(a)(19) of the Act (d) / /Investment Company registered under section 8 of the Investment Company Act (e) / /Investment Adviser registered under section 203 of the Investment Advisors Act of 1940 (f) / /Employee Benefit Plan, Pension Fund which is subject to the provision of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section240.13d-1(b)(1)(ii)(F) (g) /x/Parent Holding Company, in accordance with Section240.13d -1(b)(1)(ii)(G) (Note: See Item 7) (h) / /Group, in accordance with Section240.13d-1(b)(1)(ii)(H) Page 5 of 9 Pages ITEM 4. OWNERSHIP If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d- 1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those share which there is a right to acquire. (a) Amount Beneficially Owned 120,000 ** (b) Percent of Class 1.74% ** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote (ii) shared power to vote or to direct the vote 120,000 ** (iii) sole power to dispose or to direct the disposition of (iv) shared power to dispose or to direct the disposition of 120,000 ** 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 Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Dean Witter InterCapital Inc. ("DWI") is a registered Investment Adviser. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable. - ------------------------- ** DWI is the Investment Adviser for various mutual funds deemed to have beneficial ownership of the shares reported herein: DWI, Dean Witter Reynolds Inc. and Dean Witter, Discover & Co. disclaim beneficial ownership of the shares reported herein. Page 6 of 9 Pages ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 1997 ----------------------------------- (Date) /s/ Barry Fink ------------------------------ (Signature) ------------------------- Barry Fink, First Vice President and Assistant Secretary Dean Witter InterCapital Inc. on behalf of: Dean Witter, Discover & Co. Dean Witter InterCapital Inc. Dean Witter Reynolds Inc. Page 7 of 9 Pages INDEX TO EXHIBITS - --------------------------------------------------------------------------- Exhibit A Joint Filing Agreement dated February 11, 1994 Page 8 of 9 Pages JOINT FILING AGREEMENT As permitted by Rule 13d-1(f) under the Securities and Exchange Act of 1934, Dean Witter Reynolds Inc., Dean Witter InterCapital Inc., and Dean Witter, Discover & Co. (the "Companies") hereby agree to the joint filing of Statements on Schedule 13G, including amendments thereto ("Statements"), with respect to the equity securities of all issuers acquired by one or more of the Companies provided that each Company on whose behalf a Statement is filed remains at the time of filing individually eligible to use Schedule 13G with respect to the securities to be reported therein. Notwithstanding the fact that the Companies may make joint filings pursuant to this agreement, each shall remain individually responsible for the timely filing of Statements and for the completeness and accuracy of the information concerning such Company contained therein; provided, however, that such Company is not responsible for the completeness or accuracy of the information concerning the other Companies making the filing, unless such Company knows or has reason to believe that such information is inaccurate. Each statement filed pursuant to this agreement shall identify the Companies on whose behalf it is filed, shall contain the information required by Schedule 13G with regard to each such Company, and shall indicate that such Statement is filed on behalf of such Companies. This agreement shall be filed as an exhibit to each Statement filed in reliance thereon or, to the extent permissible under applicable rules, incorporated by reference as part of said Statement. The Companies represent that, although Dean Witter Reynolds Inc. and Dean Witter InterCapital Inc. are under control of Dean Witter, Discover & Co., these Companies do not act in concert for the purpose of acquiring, holding, voting or disposing of the equity securities of issuers, and make all such determinations in accordance with their own respective best interests or the best interests of their clients, as the case may be. Accordingly, the Companies do not believe that they constitute a group within the meaning of Rule 13d-5(b)(1). Each of Dean Witter, Discover & Co., Dean Witter InterCapital Inc., and Dean Witter Reynolds Inc., hereby expressly declare that the filing of any Statement permitted hereby shall not be construed as an admission that any of said Companies is, for the purpose of Section 13(d) or 13(g) of the Securities Act of 1934, the beneficial owner of any securities covered by such Statement, unless otherwise expressly noted in such Statements. This agreement shall remain in full force and effect until one or more of the Companies notifies the other Companies that it no longer desires to make joint filings as permitted hereunder or until such time as the Companies agree to terminate this agreement. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement this 11th day of February 1994. DEAN WITTER REYNOLDS INC. By: /S/ MICHAEL T. GREGG ----------------------------------- Michael T. Gregg Senior Vice President DEAN WITTER INTERCAPITAL INC. By: /S/ SHELDON CURTIS ----------------------------------- Sheldon Curtis Senior Vice President DEAN WITTER, DISCOVER & CO. By: /S/ RONALD T. CARMAN ----------------------------------- Ronald T. Carman Senior Vice President Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----