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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 12, 1996
HPSC, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-11618 04-256004
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number Identification No.)
60 State Street, Boston, MA 02109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617)720-3600
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Item 5. Other Events
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The Company hereby reports changes in the stock ownership table included in
its proxy statement for the Annual Meeting of Stockholders to be held on May 16,
1996 to reflect the beneficial ownership by Hollybank Investments, LP of 6.10%
of the Company's Common Stock, as set forth below.
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of the record date,
with respect to the beneficial ownership of the Company's Common Stock by those
persons known by the Company to own beneficially more than five percent (5%) of
the Company's outstanding shares of Common Stock as of the record date and by
each of the Company's directors and its executive officers individually, and by
all of the Company's directors and executive officers as a group. The
information in the table and in the related notes has been furnished by or on
behalf of the indicated owners. Unless otherwise noted, HPSC believes the
persons referred to in this table have sole voting and investment power with
respect to the shares listed in this table. The percentage owned is calculated
with respect to each person by treating shares issuable to such person within 60
days of the record date as outstanding, in accordance with rules of the
Securities and Exchange Commission ("SEC").
AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP OF HPSC % OF
NAME (AND ADDRESS OF OWNER OF MORE THAN 5%) COMMON STOCK (1)(2) CLASS
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Dimensional Fund Advisors, Inc....................... 354,400 (3) 7.56%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Fidelity Management and Research Corporation......... 352,500 (4) 7.52%
82 Devonshire Street
Boston, MA 02109-3605
Hollybank Investments, LP............................ 286,000 (4a) 6.10%
One Financial Center, Suite 1600
Boston, MA 02111
Tweedy, Browne Company, L.P.......................... 433,285 (5) 9.25%
52 Vanderbilt Avenue
New York, NY 10017
John W. Everets and Raymond R. Doherty............... 300,000 (6) 6.40%
as Trustees of the HPSC, Inc.
Employee Stock Ownership Plan
60 State Street, 35th Floor
Boston, MA 02109-1803
John W. Everets and Raymond R. Doherty............... 350,000 (7) 7.47%
as Trustees of the HPSC, Inc.
Supplemental Employee Stock
Ownership Plan and Trust
60 State Street, 35th Floor
Boston, MA 02109-1803
John W. Everets...................................... 457,771 (8)(9)(10)(11) 9.42%
60 State Street, 35th Floor,
Boston, MA 02109-1803
Joseph A. Biernat.................................... 7,000 *
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J. Kermit Birchfield................................. 37,667 (12) *
Dollie A. Cole....................................... 36,500 *
Samuel P. Cooley..................................... 8,000 *
Raymond R. Doherty................................... 220,214 (8)(9)(11) 4.61%
Rene Lefebvre........................................ 59,599 (9)(11) 1.26%
Thomas M. McDougal................................... 21,000 *
Lowell P. Weicker, Jr................................ 4,000 *
All Directors and Executive Officers as a group
(9 persons)........................................ 851,751 (11) 16.85%
<FN>
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* Percent of class less than 1%.
(1) Includes shares of the Company's Common Stock which the named security
holder has the right to acquire within 60 days of the record date through
the exercise of options granted by the Company to the named individuals or
group as follows: Messrs. Biernat, Birchfield and Cooley, 7,000 shares
each; Ms. Cole and Dr. McDougal, 21,000 shares each; Mr. Weicker, 4,000
shares, Mr. Everets, 170,000 shares; Mr. Doherty, 114,000 shares; Mr.
Lefebvre, 18,000 shares; and such group, 369,000 shares.
(2) Includes allocated shares under the HPSC, Inc. Employee Stock Ownership
Plan (the "ESOP") of 4,714 for Mr. Everets, 6,711 for Mr. Doherty, 1,599
for Mr. Lefebvre and 13,024 for all executive officers and directors as a
group.
(3) Dimensional Fund Advisors, Inc. ("Dimensional") has filed an Amendment No.
5 to Schedule 13G with the SEC reporting that it is a registered investment
adviser and is deemed to have beneficial ownership of 354,400 shares of
Common Stock of the Company as of December 31, 1995, all of which shares
are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of the DFA Investment
Trust Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
(4) Fidelity Management and Research Corporation ("FMRC") filed a Form 13G with
the SEC for the year ended December 31, 1995 reporting that it has
investment discretion with respect to 352,500 shares of Common Stock of the
Company. FMRC reports that it has no voting authority with respect to such
shares.
(4a) Hollybank Investments, LP ("Hollybank") filed a Schedule 13D on October 30,
1995 reporting that it has sole investment power and sole dispositive power
with respect to 286,000 shares of Common Stock of the Company. The general
partner of Hollybank, Dorsey R. Gardner, reported owning 27,580 shares and
reported having sole investment power and sole dispositive power with
respect to such shares. Mr. Gardner, because of his position as general
partner of Hollybank, may be deemed to beneficially own 313,580 shares of
Common Stock. Except to the extent of his interest as a limited partner of
Hollybank, Mr. Gardner disclaims beneficial ownership of the shares of
Common Stock beneficially owned by Hollybank.
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(5) Tweedy, Browne Company L.P. ("TBC"), TBK Partners, L.P. ("TBK") and
Vanderbilt Partners, L.P. ("Vanderbilt") filed an Amendment No. 4 to their
Form 13Ds on October 28, 1995 with the Securities and Exchange Commission.
TBC is the beneficial owner of 408,285 shares of the Company's Common
Stock. TBK owns directly 15,000 shares. Vanderbilt owns directly 10,000
shares. The aggregate number of shares of the Company's Common Stock of
which TBC, TBK and Vanderbilt could be deemed to be beneficial owners is
433,285. TBC has investment discretion with respect to 408,285 shares and
sole power to dispose or direct the disposition of all of such shares. TBC
has shared power to vote or direct the vote of 350,285 shares. TBK has the
sole power to vote or direct the voting of and to dispose or direct the
disposition of the TBK shares. Vanderbilt has the sole power to vote or
direct the voting of and dispose or direct the disposition of the
Vanderbilt shares. The general partners of TBC and Vanderbilt are
Christopher H. Browne, William H. Browne and John D. Spears. The general
partners of TBK are Christopher H. Browne, William H. Browne, Thomas P.
Knapp and John D. Spears. The general partners of TBC, by reason of their
positions as such, may be deemed to have shared power to dispose of or to
direct the disposition of 408,285 shares and shared power to vote or to
direct the vote of 350,285 shares. Each of the general partners of TBK and
Vanderbilt, by reason of his position as such, may be deemed to have shared
power to vote or direct the vote of and to dispose or direct the
disposition of the 15,000 shares held by TBK and the 10,000 shares held by
Vanderbilt, respectively.
(6) 59,652 of these shares have been allocated to the accounts of ESOP
participants and 240,348 shares are unallocated. Messrs. Doherty and
Everets disclaim beneficial ownership of all such shares, other than the
shares allocated to their respective ESOP accounts listed in Note (2)
above.
(7) None of the 350,000 shares have been allocated to the accounts of
participants in the HPSC, Inc. Supplemental Employee Stock Ownership Plan
and Trust (the "SESOP"). Messrs. Doherty and Everets disclaim beneficial
ownership of all such shares.
(8) Excludes the 300,000 shares held in the ESOP for the benefit of the
employee participants (other than the shares allocated to the respective
ESOP accounts of Messrs. Doherty and Everets listed in Note (2) above) and
the 350,000 shares held in the SESOP for the benefit of the employee
participants. Although Messrs. Doherty and Everets are the trustees of both
the ESOP and SESOP and accordingly share voting power with respect to all
unallocated shares and share dispositive power with respect to all shares
in the ESOP and the SESOP, they disclaim beneficial ownership of all such
shares, other than the shares allocated to their respective ESOP accounts
listed in Note (2) above.
(9) Includes 26,133 shares, 10,000 shares and 10,000 shares, respectively, for
Messrs. Everets, Doherty and Lefebvre, purchased under the Stock Loan
Program described in "EXECUTIVE COMPENSATION -- Stock Loan Program." All
such shares are pledged to the Company pursuant to such Program.
(10) Includes 100 shares held by Mr. Everets' son, A. Hale W. Everets.
Mr.Everets disclaims beneficial ownership of such shares.
(11) Includes 185,000, 90,000 and 30,000 restricted shares granted to Messrs.
Everets, Doherty and Lefebvre on May 12, 1995, as described under the
Summary Compensation Table.
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(12) Includes 3,000 shares held by Mr. Birchfield's spouse. Mr. Birchfield
disclaims beneficial ownership of such shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
HPSC, Inc.
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Registrant
DATED: April 12, 1996 By: /s/ John W. Everets
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John W. Everets
Chairman and Chief
Executive Officer