-----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, LCtvNSGVHFbNjXNaPo1PUp1L+PXCH70i2IeSgS8MHnz9NXqtdjeA5J60iXB0Ljix O5bZgVwiQ82F9SbeGlrndw== 0000906344-98-000125.txt : 19981228 0000906344-98-000125.hdr.sgml : 19981228 ACCESSION NUMBER: 0000906344-98-000125 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981223 GROUP MEMBERS: STORIE ADVISORS INC GROUP MEMBERS: STORIE PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMARCO INC CENTRAL INDEX KEY: 0000022252 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 952088894 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-06774 FILM NUMBER: 98774113 BUSINESS ADDRESS: STREET 1: 22800 SAVI RANCH PARKWAY STREET 2: SUITE 214 CITY: YORBA LINDA STATE: CA ZIP: 92687 BUSINESS PHONE: 7142823832 MAIL ADDRESS: STREET 1: 8150 LEESBURG PIKE STREET 2: SUITE 500 CITY: VIENNA STATE: VA ZIP: 22182 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STORIE ADVISORS INC CENTRAL INDEX KEY: 0000915465 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943190755 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE BUSH ST STE 1350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4153994342 MAIL ADDRESS: STREET 1: ONE BUSH ST STE 1350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* COMARCO, INC. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 200080-10-9 (CUSIP Number) Donald S. Scherer Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 15, 1998 (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(c), 13d-1(f) or 13d-1(g), check the following box [ ]. See Rule 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 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). Page 1 of 7 CUSIP No. 200080-10-9 SCHEDULE 13D Page 2 of 7 1 Name of Reporting Person STORIE PARTNERS, L.P. IRS Identification No. of Above Person 94-3229736 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power 489,300* NUMBER OF SHARES 8 Shared Voting Power -0- BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power 489,300* REPORTING PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 489,300* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.0%* 14 Type of Reporting Person PN * See response to Item 5. CUSIP No. 200080-10-9 SCHEDULE 13D Page 3 of 7 1 Name of Reporting Person STORIE ADVISORS, INC. IRS Identification No. of Above Person 94-3190755 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Source of Funds N/A (reporting person has no direct ownership) 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 489,300* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 489,300* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 489,300* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.0* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 200080-10-9 SCHEDULE 13D Page 4 of 7 Item 1. Security and Issuer. This Amendment to Schedule 13D relates to the common stock (the "Common Stock") of Comarco, Inc., a California corporation (the "Issuer"). The principal executive office of the Issuer is located at 1551 North Tustin Avenue, Suite 840, Santa Ana, California 92705. This Amendment to Schedule 13D is being filed to report (i) small changes (of less than 1%) in the number of shares of Common Stock beneficially owned by the reporting persons, and (ii) a revised percentage of the number of shares beneficially owned by such persons, because the percentages previously reported were based on incorrect information concerning the number of the Issuer's outstanding shares of Common Stock. In addition, such percentages have increased because of recent redemptions by the Issuer. Item 2. Identity and Background. There have been no changes from the previous Amendment, except that the address for all persons identified in Item 2 has been changed to 100 Pine Street, 27th Floor, San Francisco, California 94111. Item 3. Source and Amount of Funds or Other Consideration. The source of funds used for all previous purchases of Common Stock was the investment working capital of Storie Partners, L.P. Item 4. Purpose of Transaction. The reporting persons purchased the securities of the Issuer to obtain or to increase their respective equity interests in the Issuer. Depending on market conditions and other factors, the reporting persons may, at any time or from time to time, sell all or some of their securities of the Issuer, or may purchase additional securities of the Issuer in the open market or in private transactions. The reporting persons have no plans or proposals which relate to or would result in the following types of transactions or events: (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (b) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) any change in the present board of directors or management of the Issuer, including any plans or proposals to CUSIP No. 200080-10-9 SCHEDULE 13D Page 5 of 7 change the number or term of directors or fill any existing vacancies on the board; (d) any material change in the present capitalization or dividend policy of the Issuer; (e) any other material change in the Issuer's business or corporate structure; (f) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (g) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be quoted in an inter-dealer quotation system of a registered national securities association; (h) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or (i) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer. (a) & (b) Reference is made to Items 7-11 and 13 of each of the cover pages to this Schedule, which Items are incorporated by reference herein. According to the Issuer's Form 10-Q for the quarter ended October 31, 1998, there were 4,441,460 shares of Common Stock issued and outstanding as of November 30, 1998. After the clearance of the transactions reported in Item 5(c) below, Storie Partners, L.P. owns 489,300 shares of Common Stock, which is 11.0% of the outstanding Common Stock (calculated in accordance with Rule 13d-3(d)(1)(i) of the Exchange Act). Storie Advisors, Inc., through its relationship with Storie Partners, L.P., may be deemed to be a beneficial owner of such securities. Storie Partners, L.P. has sole power to vote or direct the vote of all of its shares of Common Stock. The management of Storie is vested exclusively in its general partner, Storie Advisors, Inc. Through their relationship with Storie Advisors, Inc., Richard E. Dirickson, Jr. and Steven A. Ledger make investment decisions for Storie. Thus, either may be deemed to have shared voting and dispositive powers. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. CUSIP No. 200080-10-9 SCHEDULE 13D Page 6 of 7 (c) During the past 60 days, Storie Partners, L.P. effected the following transactions in the Issuer's securities, all of which were on the open market through broker-dealers: No. of Price Transaction Date Shares Per Share Sale 11/03/98 1,000 $19.875 Purchase 11/12/98 1,200 22.00 Purchase 11/19/98 4,000 23.50 Purchase 11/19/98 100 23.75 Purchase 11/19/98 2,100 23.875 Purchase 11/23/98 500 23.50 Purchase 11/24/98 1,800 23.25 Purchase 12/09/98 2,000 22.00 Purchase 12/15/98 1,000 22.25 (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None of the reporting persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits. None. CUSIP No. 200080-10-9 SCHEDULE 13D Page 7 of 7 Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: December 21, 1998 STORIE PARTNERS, L.P. By Storie Advisors, Inc. Its General Partner By /s/ Steven A. Ledger ___________________________ Steven A. Ledger Its Chief Financial Officer STORIE ADVISORS, INC. By /s/ Steven A. Ledger _______________________________ Steven A. Ledger Its Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----