UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Access Beyond, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
00431W108
(CUSIP Number)
JAMES J. CRAMER
100 Wall Street
New York, NY 10005
Tel. No.: (212) 742-4480
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 19, 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 13 PAGES
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SCHEDULE 13D
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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 2,010,000
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH -0-
9 SOLE DISPOSITIVE POWER
2,010,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,010,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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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
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 2,010,000
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,010,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,010,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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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
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 2,010,000
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,010,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,010,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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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
PF
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 2,010,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
2,010,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,010,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
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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
United States
7 SOLE VOTING POWER
NUMBER OF 2,010,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
2,010,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,010,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 00431W108
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock, par value
$.01 per share of Access Beyond, Inc., a Delaware corporation (the "Company"),
whose principal executive office is located at 1300 Quince Orchard Blvd.,
Gaithersburg, MD 20878. The Company's shares of Common Stock are referred to
herein as the "Shares."
ITEM 2. IDENTITY AND BACKGROUND.
This statement on Schedule 13D is being filed by J.J. Cramer & Co., a
Delaware corporation (the "Manager"), Cramer Capital Corporation, a Delaware
corporation, Cramer Partners, L.P., a Delaware limited partnership (the
"Partnership"), James J. Cramer and Karen L. Cramer (collectively, the
"Reporting Persons"). A copy of the Joint Filing Agreement among the Reporting
Persons is annexed hereto as Exhibit A.
The Manager acts as an investment adviser to and manager of Cramer
Partners, L.P. (the "Partnership"). The address of the principal business and
principal office of the Manager, the Partnership and Cramer Capital Corporation
is 100 Wall Street, New York, New York 10005. The business address of James
Cramer and Karen Cramer is 100 Wall Street, New York, New York 10005. The
present principal occupation or employment of James Cramer is President of J.J.
Cramer & Co. and the present principal occupation or employment of Karen Cramer
is Vice President of J.J. Cramer & Co.
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CUSIP NO. 00431W108
During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, 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. James Cramer and Karen Cramer are citizens of the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 2,010,000 Shares held by the Reporting Persons, 1,984,550 Shares
were acquired pursuant to a stock dividend declared by Penril DataComm Networks,
Inc. to stockholders of record November 14, 1996 contingent upon stockholder
approval of a merger with Bay Networks, Inc., which occurred on November 19,
1996. The remaining Shares were purchased with the personal funds of the
Partnership in the amount of $160,904.
ITEM 4. PURPOSE OF TRANSACTION.
As described above, 1,984,550 Shares were acquired pursuant to a stock
dividend by Penril DataComm Networks, Inc. The balance of the Shares were
acquired for investment purposes. The Reporting Persons may consider making
additional purchases of equity securities of the Company in open-market or
private transactions, the extent of which purchases would depend upon prevailing
market and
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CUSIP NO. 00431W108
other conditions. Alternatively, the Reporting Persons may sell all or a portion
of their Shares in open-market or private transactions, depending upon
prevailing market conditions and other factors.
Except as indicated above, the Reporting Persons have no plans or
proposals which relate to or would result in any of the events, actions or
conditions specified in paragraphs (a) through (j) of Item 4 of this Form.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) This statement on Schedule 13D relates to 2,010,000 Shares
benefi cially owned by the Reporting Persons, which constitute
approximately 16.8% of the issued and outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the Manager
have sole voting and dispositive power with respect to
2,010,000 Shares owned by the Partnership. James Cramer and
Karen Cramer have shared voting and dispositive power with
respect to the Partnership's 2,010,000 Shares.
(c) Within the past sixty days, the Reporting Persons purchased or
otherwise acquired Shares on the dates, in the amounts and at
the prices set forth on Exhibit B attached hereto and
incorporated by reference herein. Except where as noted, all
of such purchases were made on the open market.
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CUSIP NO. 00431W108
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
As discussed in Item 2 above, the Manager acts as investment adviser to
the Partnership, which owns 2,010,000 Shares. James Cramer is the president of
the Manager and Karen Cramer is the vice president. Except as set forth above,
there exist no contracts, arrangements, understandings or relationships legal or
otherwise among the persons named in Item 2 and between such persons and any
persons with respect to any securities of the Company, including, but not
limiting to transfer or voting of any securities, finders' fees, joint ventures,
loan or option agreements, put 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.
Exhibit A Joint Filing Agreement
Exhibit B Transactions in Common Stock Within Past 60
Days
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CUSIP NO. 00431W108
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. Dated: November 27, 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
PAGE 11 OF 13 PAGES
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EXHIBIT A
---------
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below each hereby agrees that the Schedule
13D filed herewith and any amendments thereto relating to the acquisition of
shares of the Common Stock of the Company is filed jointly on behalf of each
such person. Dated: November 27, 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
PAGE 12 OF 13 PAGES
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EXHIBIT B
---------
Transactions in Common Stock
of The Company within the Past 60 Days
No. of Shares
Trade Date Purchased Cost Per Share
---------- ----------- --------------
11/20/96 1,984,550 NA*
11/20/96 /1/ 10,000 5.125
11/20/96 /2/ 5,400 7.04
11/20/96 /3/ 50 7.75
11/22/96 5,000 7.00
11/22/96 5,000 7.25
* The 1,984,550 Shares were acquired pursuant to a stock dividend
declared by Penril DataComm Networks, Inc. to stockholders of record
November 14, 1996 contingent upon stockholder approval of a merger with
Bay Networks, Inc., which occurred on November 19, 1996.
/1/ Purchase of shares on "when issued" basis occurred on 11/7/96.
/2/ Purchase of shares on "when issued" basis occurred on 11/19/96.
/3/ Purchase of shares on "when issued" basis occurred on 11/20/96.
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