-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Vz35mkTq3hdNdbu3Z2aVMrIUCc1YeEYLtqwaVUotwp3bG3j2GrmiWqFFywKQfmxE y2OGEm6kGUuNIYhUuWFVJw== 0000865827-94-000016.txt : 19940811 0000865827-94-000016.hdr.sgml : 19940811 ACCESSION NUMBER: 0000865827-94-000016 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940810 GROUP MEMBERS: BAUPOST GROUP INC GROUP MEMBERS: BAUPOST PARTNERS GROUP MEMBERS: SETH A. KLARMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAFEGUARD SCIENTIFICS INC CENTRAL INDEX KEY: 0000086115 STANDARD INDUSTRIAL CLASSIFICATION: 5045 IRS NUMBER: 231609753 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-10188 FILM NUMBER: 94542755 BUSINESS ADDRESS: STREET 1: 435 DEVON PARK DR STREET 2: 800 THE SAFEGUARD BLDG CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6102930600 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD INDUSTRIES INC DATE OF NAME CHANGE: 19810525 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD CORP DATE OF NAME CHANGE: 19690521 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAUPOST GROUP INC CENTRAL INDEX KEY: 0000842322 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 042753581 STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 44 BRATTLE ST CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6174976680 MAIL ADDRESS: STREET 1: PO BOX 1288 CITY: CAMBRIDGE STATE: MA ZIP: 02238 SC 13D 1 13D FOR SAFEGUARD SCIENTIFICS, 9 AUG 94 The Baupost Group, Inc. 44 Brattle Street, 2nd Floor P.O. Box 389125 Cambridge, MA 02238-9125 (617) 497-6680 August 9, 1994 Securities and Exchange Commission Securities Filing Department 450 Fifth Street, NW Washington, DC 20549 Re: Safeguard Scientifics Inc. Dear Sir or Madame: Enclosed for filing under Rule 13d-1 under the Securities Exchange Act of 1934 is our amended Schedule 13D filed on behalf of a group of Safeguard Scientifics Inc. stockholders. Under cover of this letter, copies of this filing are also being sent (via Federal Express) to Safeguard Scientifics Inc. and each exchange upon which this security traded. Sincerely, Carolyn A. Beckedorff Enclosures cc: Safeguard Scientifics Inc. New York Stock Exchange UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISIION OMB Number: 3235-0145 Washington, DC 20549 Expires: August 31, 1991 Estimated average burden hours per response.........14.90 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11 ) Safeguard Scientifics, Inc., 800 The Safeguard Bldg., 435 Devon Park Dr., Wayne, PA 19087 (Name of Issuer) Common Stock, par value $0.10 (Title of Class of Securities) 786449108 (CUSIP Number) The Baupost Group, Inc., 44 Brattle St., P.O. Box 389125, Cambridge, MA 02238 (617) 497-6680 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 1994 (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 the following________. Check the following if a fee is being paid with the statement _______ . (A fee is not required only if the reporting 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.) 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. 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 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 and 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). CUSIP No. 786449108 13D 1 NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Baupost Group, Inc., 04-2752581 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS * Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER 269,100 BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 269,100 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 269,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.70% 14 TYPE OF REPORTING PERSON * IA, CO * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 786449108 13D 1 NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Baupost Partners, 04-2878725 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS * Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER 246,700 BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 246,700 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 246,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.23% 14 TYPE OF REPORTING PERSON * IA, PN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 786449108 13D 1 NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seth A. Klarman, ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS * Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 269,100 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 269,100 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 269,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.70% 14 TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1 Security and Issuer Item 1 of Schedule 13D is hereby amended to read as follows: The Schedule 13D, last amended November 11, 1993, ("The Schedule 13D") of The Baupost Group, Inc., a Massachusetts corporation ("Baupost Group"), Baupost Partners, a Massachusetts general partnership ("Baupost Partners"), and Seth A. Klarman (collectively the "Group Members"), relating to the common stock, par value $0.10 per share (the "Common Stock"), issued by Safeguard Scientifics Inc. (the "Company"), at 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087 is hereby amended by this Amendment No. 11 to the Schedule 13D. Item 2 Identity and Background Item 2 of Schedule 13D is hereby amended to read as follows: (a) This statement is filed by The Baupost Group, Inc., a Massachusetts corporation ("Baupost Group"), Baupost Partners, a Massachusetts general partnership ("Baupost Partners"), and Seth A. Klarman. The foregoing persons hereinafter sometimes are referred to as the "Group Members." Any dis- closures herein with respect to persons other than Group Members are made on information and belief after making inquiry to the appropriate party. The directors and executive officers of Baupost Group are set forth on Schedule A hereto. The general partners of Baupost Partners are set forth on Schedule B hereto. (b) The principal business and office address of Baupost Group, Baupost Partners, and Mr. Klarman is 44 Brattle Street, 2nd Floor, P.O. Box 389125, Cambridge, Massachusetts 02238-9125. The principal addresses of the directors and executive officers of Baupost Group are set forth on Schedule A hereto. The principal business addresses of the general partners of Baupost Partners are set forth on Schedule B hereto. (c) The principal business of Baupost Group is that of general partner of several Massachusetts limited partnerships and investment adviser and manager of The Baupost Fund, a Massachusetts business trust. The principal business of Baupost Partners is that of investment adviser and general partner of four Massachusetts limited partnerships. The principal occupation of Mr. Klarman is that of President and Managing Director of Baupost Group, President and Trustee of The Baupost Fund, and general partner of Baupost Partners and several Massachusetts limited partnerships. The principal occupations of the directors and executive officers of Baupost Group are set forth on Schedule A hereto. The principal occupations of the general partners of Baupost Partners are set forth on Schedule B hereto. (d) None of the persons referred to in paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the persons referred to in paragraph (a) above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding was or is subject to a judgement, 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. (f) Baupost Group and Baupost Partners are organized under the laws of Massachusetts. The individual referred to in paragraph (a) above is a citizen of the United States. Item 3 Source and Amount of Funds or Other Consideration The shares of Common Stock beneficially owned by Baupost Group, Baupost Partners and Seth A. Klarman were purchased with investment funds obtained from working capital of several Massachusetts limited partnerships and The Baupost Fund. Item 4 Purpose of Transaction Not applicable. Item 5 Interest in Securities of the Issuer Items 5(a), 5(b), and 5(c) of Schedule 13D are hereby amended as follows: (a) The aggregate percentage of shares of Common Stock reported owned by each person herein is based upon 4,718,649 shares outstanding, which is the total number of shares of Common Stock outstanding as of August 8, 1994 as reported by the Company. As of the close of business on August 8, 1994 (i) By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Baupost Group may be deemed to own beneficially the 269,100 shares of Common Stock held by several Massachusetts limited partnerships and The Baupost Fund, which constitutes approximately 5.70% the shares outstanding. Baupost Group owns directly no shares of Common Stock. (ii) By reason of the provisions of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended, Baupost Partners may be deemed to own beneficially the 246,700 shares of Common Stock held by several Massachusetts limited partnerships which constitutes approximately 5.23% of the shares outstanding. Baupost Partners owns directly no shares of Common Stock. (iii) By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Klarman may be deemed to own beneficially the 269,100 shares of Common Stock held by several Massachusetts limited partnerships and The Baupost Fund, which constitutes approximatelyof 5.70% the shares outstanding. Mr. Klarman owns directly no shares of Common Stock. (iv) In the aggregate, the Group Members beneficially own a total of 269,100 shares of Common Stock, constituting approximately 5.70% of the shares outstanding. (b) (i) Baupost Group, Baupost Partners and Seth A. Klarman have shared power to vote and dispose of the shares held by the Massachusetts limited partnerships and The Baupost Fund, as described above. (c) Transactions that were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by the persons named in paragraph 2(a) above are reported in Schedules I.1-I.3 hereto. (d) No person other than each respective owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares of Common Stock. (e) Not applicable. Item 6 Contracts, Arrangements, Understandings or Relationships with Respect To Securities of the Issuer. None. Item 7 Material to be Filed as Exhibits 1. Joint Filing Agreement pursuant to Rule 13d-1(f), including Power of Attorney granted to Seth A. Klarman to sign Schedule 13D and all amendments thereto, and to file the same with the Securities and Exchange Commission, and other documents in connection therewith, on behalf of Baupost Group, Baupost Partners and Seth A. Klarman. Signature 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. Seth A. Klarman, individually and as attorney-in-fact for each of The Baupost Group, Inc., Baupost Partners and Seth A. Klarman. Dated: August 9, 1994 Schedule A Directors and Executive Officers of The Baupost Group, Inc. Principal Business/ Name Business Address Principal Occupation Seth A. Klarman 44 Brattle Street President and Director of President & Director P.O. Box 389125 Baupost Group; general Cambridge, MA 02238 partner, Baupost Partners and other Massachusetts limited partnerships; President and Trustee of the Baupost Fund. Howard H. Stevenson 44 Brattle Street Professor, Harvard Graduate Vice Chairman, P.O. Box 389125 School of Business Administration, Director and Cambridge, MA 02238 Baker Library, Boston, MA 02163; Treasurer Vice Chairman, Director and Treasurer of Baupost Group; Chairman of the Baupost Fund. William J. Poorvu P.O. Box 828 Professor, Harvard Graduate School of Chairman of the Cambridge, MA 02238 Business Administration, P.O. Box 828, Board of Directors Cambridge, MA 02238; Vice Chairman and Treasurer of the Board of Trustees of the Baupost Fund. Chairman of the Board of Directors of The Baupost Group, Inc. Jordan J. Baruch 1200 18th Street,NW Chairman of the Board, Jordan J. Director and Asst. Suite 610 Baruch Associates (Consultants), 1200 Secretary Washington, DC 18th Street NW, Suite 610, Washington, 20036 DC 20036 Jo-An B. Bosworth 44 Brattle Street Vice President, Secretary and Clerk Vice President, P.O. Box 389125 of Baupost Group, general partner of Secretary and Clerk Cambridge, MA 02238 Baupost Partners; assistant Clerk of The Baupost Fund Paul C. Gannon 44 Brattle Street Vice President and Chief Financial Vice President, P.O. Box 389125 Officer of The Baupost Group, Inc. Chief Financial Cambridge, MA 02238 Vice President of The Baupost Fund. Officer David C. Abrams 44 Brattle Street Vice President of The Baupost Vice President P.O. Box 389125 Group, Inc. Vice President of The Cambridge, MA 02238 Baupost Fund Schedule B General Partners of Baupost Partners Principal Business/ Name Business Address Principal Occupation The Baupost Group, 44 Brattle Street Investment Advisor; General Inc., 1 P.O. Box 389125 Partner of several Massachusetts Cambridge, MA 02238 limited partnerships; manager of the Baupost Fund. Seth A. Klarman 44 Brattle Street President and Director of P.O. Box 389125 Baupost Group; general partner, Cambridge, MA 02238 Baupost Partners and other Massachusetts limited partnerships. President and Trustee of the Baupost Fund. Jo-An B. Bosworth 44 Brattle Street Vice President, Secretary and P.O. Box 389125 Clerk of Baupost Group, general Cambridge, MA 02238 partner of Baupost Partners.; assistant clerk of the Baupost Fund. Baupost Associates 44 Brattle Street General Partner of Baupost Limited Partnership P.O. Box 389125 Partners. Cambridge, MA 02238 1. For information concerning the directors and executive officers of The Baupost Group, Inc., see Schedule A. Schedule I.1 Transactions in the Common Stock-Group Members THE BAUPOST GROUP, INC. Number of Shares Date of Acquired Price per Total Cost Transaction (Disposed) Share (Proceeds) 06/17/94 (100) 32.00000 ($3,200.00) 07/19/94 (600) 27.25000 ($16,350.00) 07/28/94 (1,000) 26.75000 ($26,750.00) 07/29/94 (14,000) 26.30200 ($368,228.00) 08/01/94 (25,000) 26.03400 ($650,850.00) 08/02/94 (1,000) 26.22500 ($26,225.00) 08/03/94 (9,000) 26.00000 ($234,000.00) 08/04/94 (10,000) 26.25000 ($262,500.00) 08/08/94 (5,000) 26.00000 ($130,000.00) --------- ------------- (65,700) (1,718,103) Schedule I.2 Transactions in the Common Stock-Group Members BAUPOST PARTNERS Number of Shares Date of Acquired Price per Total Cost Transaction (Disposed) Share (Proceeds) 06/17/94 (100) 32.00000 ($3,200.00) 07/19/94 (500) 27.25000 ($13,625.00) 07/28/94 (900) 26.75000 ($24,075.00) 07/29/94 (12,800) 26.30200 ($336,665.60) 08/01/94 (22,900) 26.03400 ($596,178.60) 08/02/94 (900) 26.22500 ($23,602.50) 08/03/94 (8,300) 26.00000 ($215,800.00) 08/04/94 (9,200) 26.25000 ($241,500.00) 08/08/94 (4,600) 26.00000 ($119,600.00) --------- ------------- (60,200) (1,574,247) Schedule I.3 Transactions in the Common Stock-Group Members SETH A. KLARMAN Number of Shares Date of Acquired Price per Total Cost Transaction (Disposed) Share (Proceeds) 06/17/94 (100) 32.00000 ($3,200.00) 07/19/94 (600) 27.25000 ($16,350.00) 07/28/94 (1,000) 26.75000 ($26,750.00) 07/29/94 (14,000) 26.30200 ($368,228.00) 08/01/94 (25,000) 26.03400 ($650,850.00) 08/02/94 (1,000) 26.22500 ($26,225.00) 08/03/94 (9,000) 26.00000 ($234,000.00) 08/04/94 (10,000) 26.25000 ($262,500.00) 08/08/94 (5,000) 26.00000 ($130,000.00) --------- ------------- (65,700) (1,718,103) EXHIBIT INDEX Exhibit No. Page 1. Joint Filing Agreement pursuant to Rule 13d-1(f), including Power of Attorney granted to Seth A. Klarman or Jo-An B. Bosworth, to sign Schedule 13D and all amendments thereto, and to file the same with the Securities and Exchange Commission, and other docu- ments in connection therewith, on behalf of The Baupost Group, Inc., Baupost Partners and Seth A. Klarman................................................... 15 AGREEMENT AGREEMENTS, dated as of August 8, 1994, by and between each of the persons named on the signature pages hereto. WHEREAS, each of the parties hereto beneficially owns shares (the "Shares") of Common Stock of Safeguard Scientifics Inc., a Pennsylvania corporation; and WHEREAS, the parties hereto constitute a "group" with respect to the beneficial ownership of the Shares for purposes of Rule 13d-1 and Schedule 13D promulgated by the Securities and Exchange Commission; Exchange Commission; NOW, THEREFORE, the parties hereto agree as follows: 1. The parties hereto shall prepare a single statement containing the information required by Schedule 13D with respect to their respective interests in the Shares (the Schedule 13D"), and the Schedule 13D shall be filed on behalf of each of them. 2. Each party hereto shall be responsible for the timely filing of the Schedule 13D and any necessary amendments thereto, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party contained therein, except to the extent that he or it knows or has reason to believe that such information is inaccurate. 3. Mr. Seth A. Klarman shall be designated as the person authorized to receive notices and communications with respect to the Schedule 13D and any amendments thereto. 4. Each of the undersigned hereby constitutes and appoints Seth A. Klarman or Jo-An B. Bosworth his or its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or it and in his or its name, place and stead, in any and all capacities, to sign the Schedule 13D and any and all amendments thereto, and other documents in connection therewith, to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent all power and authority to do and perform each and every act requisite and necessary to be done, as fully to all intents and purposes as he or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 5. This Agreement may be executed in counterparts, each of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. THE BAUPOST GROUP, INC. By: Seth A. Klarman Title: President BAUPOST PARTNERS By: Seth A. Klarman General Partner SETH A. KLARMAN By: Seth A. Klarman -----END PRIVACY-ENHANCED MESSAGE-----