General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 5 21K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 5 20K
Liquidation or Succession
4: EX-2 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
2: EX-99 Miscellaneous Exhibit 11 28K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
SCIENCE MANAGEMENT CORPORATION
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(Name of Issuer)
Common Stock par value $.10 per share
Preferred Stock, par value $1.00 per share
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(Title of Class of Securities)
808638209 (common) and 808638308 (preferred)
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(CUSIP Number)
James C. Dobbs
Vice President and General Counsel
Versar, Inc.
6850 Versar Center
Springfield, VA 22151
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 2, 1997
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(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.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on the 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 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).
SCHEDULE 13D
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CUSIP No. 808638209 (Common) 808638308 (Preferred)
1. NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Versar, Inc. 54-0852979
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A)
(B)
3. SEC USE ONLY
4. SOURCE OF FUNDS
BK and WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
1,070,000 common shares; 1,750,000 preferred shares
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
1,070,000 common shares; 1,750,000 preferred shares
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,420,000 shares common (including call option for 350,000 shares)
1,750,000 shares preferred
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71% common
100% preferred
14. TYPE OF REPORTING PERSON
Corporation
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SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
Item 1. Security and Issuer.
This Report relates to the common stock, par value $.10 per share, and
preferred stock, par value $1.00 per share, of Science Management Corporation,
a Delaware corporation. The address of the Issuer's principal executive office
is 721 Routes 202/206, Bridgewater, NJ 08807.
Item 2. Identity and Background.
The Reporting Person is a Corporation.
(a) Name: Versar, Inc.
(b) Business Address: 6850 Versar Center, Springfield,
Virginia 22151.
(c) Principal Business: environmental consulting and
engineering firm
(d) & (e) Neither the Reporting Person nor any of its executive
officers or directors have, during the past five years
(i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree of final order in joining future violations of, or
prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
$2,000,000 of the funds used to purchase the securities reported
herein was borrowed by the Reporting Person, in the ordinary course of
business, from NationsBank, N.A. and represented by a secured promissory note
bearing interest at thirty day LIBOR plus 250 basis points or prime, whichever
is less. The Reporting Person's working capital provided the remaining
$870,000.
Item 4. Purpose of Transaction.
The Reporting Person purchased the securities reported herein through
a negotiated transaction between the prior holder of such securities, Imperial
Capital Worldwide Partners, L.P., and the Issuer. In connection with the
acquisition, the following persons associated with the Reporting Person were
elected to the Board of Directors of the Issuer:
Benjamin M. Rawls
Lawrence W. Sinnott
James C. Dobbs
Pursuant to such acquisition, the Reporting Person has gained control of the
Issuer and currently intends to propose to the Board of Directors of the Issuer
a merger of the Issuer into a wholly-owned subsidiary of the Reporting Person.
If such merger is approved by the Board of Directors of the Issuer and effected
in accordance with the laws of the State of Delaware, all remaining outstanding
shares of the Issuer will be exchanged for shares of common stock of the
Reporting Person, the Reporting Person will acquire 100% ownership of all
outstanding securities of the Issuer, and the Issuer will become a wholly-owned
subsidiary of the Reporting Person.
Further, the Reporting Person has agreed to propose such merger
pursuant to an Agreement to Merge dated April 30, 1997 between the Reporting
Person and James A. Skidmore, Jr. and Marion G. Hilferty (plaintiffs in a suit
versus Imperial Capital and its affiliates). In connection with such Agreement
to Merge, Mr. Skidmore, Ms. Hilferty and Frank S. Rathgeber (holding in the
aggregate 15% of the outstanding common stock of Issuer) have agreed to vote in
favor of such merger.
The Reporting Person currently does not contemplate any other material
change in the Issuer's business or corporate structure.
Item 5. Interest in the Securities of the Issuer.
The Reporting Person has acquired 1,070,000 shares of common stock,
1,750,000 shares of preferred stock and a call option to purchase 350,000
shares of common stock of the Issuer pro rata from all other stockholders.
As a result of such ownership, the Reporting Person has beneficial ownership
with respect to 71% of the outstanding common stock and 100% of the outstanding
preferred stock of the Issuer. All such shares are held with sole voting power
and sole dispositive power; provided, that the shares with respect to which the
Reporting Person holds a call option are subject to voting and disposition by
the current beneficial owner of those shares. Other than the acquisition
reported pursuant to this Report, the Reporting Person has not engaged in any
transactions in any securities of the Issuer. The Reporting Person is not
a member of any group.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Other than the call option acquired by the Reporting Person giving the
Reporting Person the right to purchase 350,000 shares of common stock from all
other stockholders on a pro rata basis and the voting agreements described
under Item 4 above, there are no contracts, arrangements, understandings or
relationships requiring disclosure pursuant to this Item 6.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits:
(i) Promissory Note with NationsBank with respect to the funding of
the acquisition.
(ii) Agreement to Merge between the Reporting Person James A.
Skidmore, Jr. and Marion G. Hilferty dated May 2, 1997.
(iii) Form of Lock-up Agreement executed by James A. Skidmore,
Marion G. Hilferty and Frank S. Rathgeber.
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.
VERSAR, INC.
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By: /s/ James C. Dobbs
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James C. Dobbs
Vice President
Date: May 30, 1997
Dates Referenced Herein and Documents Incorporated by Reference
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