UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Hayes Corporation
(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)
June 12, 1998
(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 12 PAGES
<PAGE>
SCHEDULE 13D
CUSIP NO. 00431W108 PAGE 2 OF 12 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 1,683,566
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
1,683,566
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,683,566
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 00431W108 PAGE 3 OF 12 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 OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 1,683,566
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,683,566
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,683,566
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 00431W108 PAGE 4 OF 12 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 OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 1,683,566
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,683,566
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,683,566
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 00431W108 PAGE 5 OF 12 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 1,683,566
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
1,683,566
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,683,566
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 00431W108 PAGE 6 OF 12 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 1,683,566
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
1,683,566
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,683,566
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 00431W108
ITEM 1. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13D, dated
November 27, 1996, as amended by Amendment No. 1, dated December 20, 1996,
Amendment No. 2, dated January 3, 1997, Amendment No. 3, dated February 20,
1997, Amendment No. 4, dated March 18, 1997, Amendment No. 5 dated April 8,
1997, Amendment No. 6 dated September 5, 1997 and Amendment No. 7 dated January
7, 1998 (the "Statement") filed by the undersigned relating to the Common Stock,
par value $0.01 per share of Hayes Corporation (formerly known as 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 1,683,566 Shares held by the Reporting Persons, approximately
661,517 Shares (taking into account a subsequent 1:3 reverse stock
split) 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 Partnership originally
purchased the shares of Penril DataComm Networks, Inc. with its own
personal funds in the amount of
PAGE 7 OF 12 PAGES
<PAGE>
CUSIP NO. 00431W108
$9,733,899. The remaining Shares were purchased with the personal funds
of the Partnership in the amount of $9,641,655.52.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Statement shall be amended by adding the following after
the second paragraph thereof:
The Reporting Persons may in the future communicate to the Company,
investment bankers, securities analysts and/or other persons the Reporting
Persons' views regarding valuation of the Common Stock and may make suggestions
to the Company regarding possible options for enhancing shareholder value. Such
activities could result in the Company taking actions which involve one or more
of the matters described in clauses (a) through (j) of Item 4. No specific
agreements or arrangements exist with respect to such matters by or among the
Reporting Persons. The Reporting Persons may, at any time and from time to time,
and reserve the right to, acquire additional securities of the Company, dispose
of any securities of the Company or formulate plans or proposals regarding the
Company or its securities, to the extent deemed advisable by the Reporting
Persons in light of their general investment policy, market conditions or other
factors.
PAGE 8 OF 12 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 1,683,566 Shares
beneficially owned by the Reporting Persons, which constitute
approximately 8.4% of the issued and outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the Manager have
sole voting and dispositive power with respect to 1,683,566 Shares
owned by the Partnership. James Cramer and Karen Cramer have shared
voting and dispositive power with respect to the Partnership's
1,683,566 Shares.
(c) In the last 60 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.
PAGE 9 OF 12 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 "3,135,000" and replacing it with the number "1,683,566."
PAGE 10 OF 12 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: July 16, 1998
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 12 PAGES
<PAGE>
CUSIP NO. 00431W108
EXHIBIT B
Transactions in Common Stock
of The Company
No. of Shares
Trade Date Purchased Cost Per Share
- ---------- ----------- --------------
5/5/98 50,000 4.625
5/5/98 5,000 4.625
6/12/98 70,000 3.623
6/15/98 10,000 3.625
6/16/98 10,000 3.786
6/22/98 15,000 3.375
6/23/98 20,000 3.219
6/24/98 50,000 3.170
6/25/98 120,000 3.397
6/26/98 50,000 3.125
6/29/98 20,000 2.906
7/1/98 25,000 2.725
7/2/98 20,000 2.500
7/2/98 2,400 2.540
7/6/98 5,000 2.500
7/10/98 25,000 2.250
PAGE 12 OF 12 PAGES
