-----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, HoK/ibZq7d7CZopDTW/glU0n0mNNuqvMPaQ+/YNvOl3/W9cvEY1SaNKl3FFeBBTM DBhyex3AUDXv/XGllVTURA== 0000950142-96-000540.txt : 19961021 0000950142-96-000540.hdr.sgml : 19961021 ACCESSION NUMBER: 0000950142-96-000540 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961018 SROS: NASD GROUP MEMBERS: CRAMER CAPITAL CORPORATION GROUP MEMBERS: CRAMER J J & CO INC GROUP MEMBERS: CRAMER PARTNERS, L.P. GROUP MEMBERS: J.J. CRAMER & CO. GROUP MEMBERS: JAMES J. CRAMER GROUP MEMBERS: KAREN L. CRAMER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENRIL DATACOMM NETWORKS INC CENTRAL INDEX KEY: 0000077328 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 341028216 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11069 FILM NUMBER: 96645251 BUSINESS ADDRESS: STREET 1: 1300 QUINCE ORCHARD BLVD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 3014170552 MAIL ADDRESS: STREET 1: 1300 QUINCE ORCHARD BLVD CITY: GAITHERSBURG STATE: MD ZIP: 20878 FORMER COMPANY: FORMER CONFORMED NAME: PENRIL CORP DATE OF NAME CHANGE: 19910429 FORMER COMPANY: FORMER CONFORMED NAME: PENRIL DATA COMMUNICATIONS INC DATE OF NAME CHANGE: 19740529 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRAMER J J & CO INC CENTRAL INDEX KEY: 0001013994 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 WALL ST STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127424480 MAIL ADDRESS: STREET 1: 100 WALL ST STREET 2: 8 TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) Penril DataComm Networks, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 709 352 108 (CUSIP Number) JAMES J. CRAMER 100 Wall Street 8th Floor New York, NY 10005 Tel. No.: (212) 742-4480 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 11, 1996 (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 statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. PAGE 1 OF 10 PAGES SCHEDULE 13D CUSIP NO. 709 352 108 PAGE 2 OF 10 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.J. Cramer & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ] ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 1,234,050 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH -0- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,234,050 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,234,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 709 352 108 PAGE 3 OF 10 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James J. Cramer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 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 NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 1,234,050 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 1,234,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,234,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 709 352 108 PAGE 4 OF 10 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Karen L. Cramer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 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 NUMBER OF -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 1,234,050 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 1,234,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,234,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 709 352 108 PAGE 5 OF 10 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cramer Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ] ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 1,234,050 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH -0- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,234,050 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,234,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 709 352 108 PAGE 6 OF 10 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cramer Capital Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ] ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 1,234,050 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH -0- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,234,050 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,234,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% 14 TYPE OF REPORTING PERSON CO CUSIP NO. 709 352 108 PAGE 7 OF 10 PAGES ITEM 1.SECURITY AND ISSUER. The undersigned hereby amends the statement on Schedule 13D, dated August 21, 1995, as amended by Amendment No. 1, dated September 7, 1995, as amended by Amendment No. 2, dated September 27, 1995, as amended by Amendment No. 3, dated October 11, 1995, as amended by Amendment No. 4, dated October 26, 1995, as amended by Amendment No. 5, dated November 10, 1995, as amended by Amendment No. 6, dated January 2, 1996, as amended by Amendment No. 7, dated February 7, 1996, as amended by Amendment No. 8, dated May 29, 1996, as amended by Amendment No. 9, dated July 2, 1996, and as amended by Amendment No. 10, dated July 15, 1996 (the "Statement"), filed by the undersigned relating to the Common Stock, par value $0.01 per share of Penril DataComm Networks, Inc., (the "Issuer") a Delaware corporation, as set forth below. Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as set forth in the Statement. ITEM 3.SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Statement is hereby amended and restated to read in its entirety as follows: The 1,234,050 Shares held by the Reporting Persons were purchased with the personal funds of the Partnership in the aggregate amount of $11,607,286.31. ITEM 5.INTEREST IN SECURITIES OF THE ISSUER. Items 5(a), 5(b) and 5(c) of the Statement are hereby amended and restated to read in their entirety as follows: (a) This statement on Schedule 13D relates to 1,234,050 Shares beneficially owned by the Reporting Persons, which constitute approximately 11.7% of the issued and outstanding Shares. (b) The Partnership, Cramer Capital Corporation and the Manager have sole voting and dispositive power with respect to 1,234,050 Shares owned by the Partnership. James Cramer and Karen Cramer have shared voting and dispositive power with respect to the Partnership's 1,234,050 Shares. (c) Since the last filing, the Reporting Persons purchased shares of the Common Stock on the dates, in the amounts and at the prices set forth on Exhibit B attached hereto and incorporated by reference herein. All of such purchases were made on the open market. CUSIP NO. 709 352 108 PAGE 8 OF 10 PAGES ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Statement is amended by deleting on the second line the number "1,060,650" and replacing it with the number "1,234,050". CUSIP NO. 709 352 108 PAGE 9 OF 10 PAGES SIGNATURES 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. Dated: October 18, 1996 J.J. CRAMER & CO. By:/s/ JAMES J. CRAMER Name: James J. Cramer Title: President /s/ JAMES J. CRAMER James J. Cramer /s/ KAREN L. CRAMER Karen L. Cramer CRAMER PARTNERS, L.P. By: CRAMER CAPITAL CORPORATION, its general partner By:/s/ JAMES J. CRAMER Name: James J. Cramer Title: President CRAMER CAPITAL CORPORATION By:/s/ JAMES J. CRAMER Name: James J. Cramer Title: President CUSIP NO. 709 352 108 PAGE 10 OF 10 PAGES EXHIBIT B Transactions in Common Stock of The Company CRAMER PARTNERS, L.P. No. of Shares TRADE DATES PURCHASED/SOLD COST (SALES PRICE) PER SHARE TYPE 8/30/96 10,000 12.75 P 9/10/96 50,000 14.0625 S 9/11/96 10,000 14.125 S 9/11/96 2,500 13.75 P 9/20/96 10,000 13.6875 P 9/24/96 32,500 13.4662 P 9/25/96 23,500 13.4721 P 9/25/96 20,000 13.656 P 9/26/96 12,000 13.563 P 9/30/96 7,500 13.833 P 9/30/96 12,600 13.6855 P 10/3/96 8,400 13.50 P 10/4/96 1,000 13.50 P 10/11/96 26,000 14.5505 P 10/11/96 24,000 14.484 P 10/11/96 5,000 14.625 P 10/15/96 10,000 13.875 P 10/16/96 8,400 13.5714 P 10/16/96 20,000 13.625 P -----END PRIVACY-ENHANCED MESSAGE-----