CRAMER J J & CO INC
SC 13D/A, 1996-12-20
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                                (Amendment No. 1)

                               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)

                                December 17, 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 11 PAGES

<PAGE>





                                  SCHEDULE 13D


CUSIP NO.  00431W108                                     PAGE  2  OF  11  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                    2,158,300
       SHARES
    BENEFICIALLY      8      SHARED VOTING POWER         
    OWNED BY EACH                                        
      REPORTING                    -0-                   
       PERSON                                            
        WITH          9      SOLE DISPOSITIVE POWER      
                                                         
                                   2,158,300             
                                                         
                      10     SHARED DISPOSITIVE POWER    
                                                         
                                   -0-                   
                      
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             2,158,300

12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                             [ ]

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

             18%

14     TYPE OF REPORTING PERSON

             CO

<PAGE>

                                  SCHEDULE 13D


CUSIP NO.  00431W108                                     PAGE  3   OF  11  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  
    BENEFICIALLY      8       SHARED VOTING POWER             
    OWNED BY EACH                                          
      REPORTING                     2,158,300              
       PERSON                                              
        WITH          9       SOLE DISPOSITIVE POWER       
                                                           
                                    -0-                    
                                                           
                      10      SHARED DISPOSITIVE POWER     
                                                           
                                    2,158,300              
          
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             2,158,300

12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                             [ ]

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

             18.0%

14     TYPE OF REPORTING PERSON

             IN


<PAGE>



                                  SCHEDULE 13D


CUSIP NO.   00431W108                                  PAGE   4    OF  11  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
    BENEFICIALLY      8      SHARED VOTING POWER         
    OWNED BY EACH                                     
      REPORTING                    2,158,300          
       PERSON                                         
        WITH          9      SOLE DISPOSITIVE POWER   
                                                      
                                   -0-                
                                                      
                      10     SHARED DISPOSITIVE POWER 
                                                      
                                   2,158,300          
     
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             2,158,300

12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                             [ ]

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

             18%

14     TYPE OF REPORTING PERSON

             IN


<PAGE>



                                  SCHEDULE 13D


CUSIP NO.    00431W108                                 PAGE   5    OF  11  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

             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

             Delaware

                      7      SOLE VOTING POWER

      NUMBER OF                    2,158,300
       SHARES
    BENEFICIALLY      8      SHARED VOTING POWER               
    OWNED BY EACH                                      
      REPORTING                    -0-                 
       PERSON                                          
        WITH          9      SOLE DISPOSITIVE POWER    
                                                       
                                   2,158,300           
                                                       
                      10     SHARED DISPOSITIVE POWER  
                                                       
                                   -0-                 
           
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             2,158,300

12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                             [ ]

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

             18%

14     TYPE OF REPORTING PERSON

             PN


<PAGE>



                                  SCHEDULE 13D


CUSIP NO.    00431W108                                 PAGE   6    OF  11  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                    2,158,300
       SHARES
    BENEFICIALLY      8      SHARED VOTING POWER          
    OWNED BY EACH                                      
      REPORTING                    -0-                 
       PERSON                                          
        WITH          9      SOLE DISPOSITIVE POWER    
                                                       
                                   2,158,300           
                                                       
                      10     SHARED DISPOSITIVE POWER  
                                                       
                                   -0-                 
            
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             2,158,300

12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                             [ ]

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

             18%

14     TYPE OF REPORTING PERSON

             CO


<PAGE>

CUSIP NO.  00431W108



ITEM 1.     SECURITY AND ISSUER.

            The undersigned herby amends the statement on Schedule 13D, dated
November 27, 1996 (the "Statement"), filed by the undersigned relating to the
Common Stock, par value $0.01 per share of Access Beyond, 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:

            Of the 2,158,300 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 $1,175,433.


                                                   PAGE 7 OF 11 PAGES


<PAGE>


CUSIP NO.  00431W108





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 2,158,300 Shares
                  benefi cially owned by the Reporting Persons, which constitute
                  approxi mately 18% of the issued and outstanding Shares.
            (b)   The Partnership, Cramer Capital Corporation and the Manager
                  have sole voting and dispositive power with respect to
                  2,158,300 Shares owned by the Partnership. James Cramer and
                  Karen Cramer have shared voting and dispositive power with
                  respect to the Partnership's 2,158,300 Shares.
            (c)   Since the last filing, 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.


                                                   PAGE 8 OF 11 PAGES


<PAGE>


CUSIP NO.  00431W108





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 "2,010,000" and replacing it with the number "2,158,300."



                                                   PAGE 9 OF 11 PAGES


<PAGE>


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:  December 20, 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 10 OF 11 PAGES


<PAGE>


CUSIP NO.  00431W108





                                EXHIBIT B

                      Transactions in Common Stock
                             of The Company



                              No. of Shares
       Trade Date               Purchased            Cost Per Share
       ----------              -----------           --------------
        12/3/96                     15,700                 7.2317
        12/3/96                     10,000                 7.4380
        12/4/96                     25,000                 7.1875
        12/6/96                     50,000                 6.5310
        12/13/96                     7,600                 6.8750
        12/13/96                     5,000                 7.00
        12/16/96                     5,000                 6.75
        12/17/96                    10,000                 6.50
        12/18/96                     5,000                 6.75
        12/18/96                    15,000                 6.7083
                        







                                                   PAGE 11 OF 11 PAGES




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