SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___________)<FN1>
WANG LABORATORIES, INC.
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(Name of Issuer)
6 1/2% SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK
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(Title of Class of Securities)
93369N208
(CUSIP Number)
[FN]
<FN1> The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the 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).
<PAGE>
CUSIP No. 93369N208 13G Page 2 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. Identification Nos. of above persons
LIPPER CONVERTIBLES, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<FN1>
JOINT FILING (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
5 SOLE VOTING POWER
NONE
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 206,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
8 SHARED DISPOSITIVE POWER
206,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,000 (Not to be construed as an admission of beneficial
ownership.)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES<FN1>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4%
12 TYPE OF REPORTING PERSON<FN1>
PN, BD
<FN1>SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 93369N208 13G Page 3 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. Identification Nos. of above persons
LIPPER & COMPANY, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<FN1>
JOINT FILING (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
5 SOLE VOTING POWER
NONE
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 206,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
8 SHARED DISPOSITIVE POWER
206,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,000 (Not to be construed as an admission of beneficial
ownership.)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES<FN1>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4%
12 TYPE OF REPORTING PERSON<FN1>
PN, IA, BD
<FN1>SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 93369N208 13G Page 4 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. Identification Nos. of above persons
LIPPER & COMPANY, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<FN1>
JOINT FILING (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
5 SOLE VOTING POWER
NONE
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 206,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
8 SHARED DISPOSITIVE POWER
206,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,000 (Not to be construed as an admission of beneficial
ownership.)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES<FN1>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4%
12 TYPE OF REPORTING PERSON<FN1>
CO, HC
<FN1>SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 93369N208 13G Page 5 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. Identification Nos. of above persons
KENNETH LIPPER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<FN1>
JOINT FILING (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NONE
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 206,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
8 SHARED DISPOSITIVE POWER
206,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,000 (Not to be construed as an admission of beneficial
ownership.)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES<FN1>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4%
12 TYPE OF REPORTING PERSON<FN1>
IN
<FN1>SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1.
(a) Name of issuer: Wang Laboratories, Inc.
(b) Address of issuer's principal executive offices: 600 Technology
Park Drive, Billerica, Massachusetts 01821-4130
Item 2.
(a) Name of person filing: Lipper & Company, Inc.
(b) Address or principal business office or, if none, residence:
101 Park Avenue, 6th Floor, New York, New York 10178
(c) Citizenship: Delaware
(d) Title of class of securities: 6 1/2% Series B Cumulative
Convertible Preferred Stock
(e) CUSIP No.: 93369N208
Item 3. If this statement is filed pursuant to Rules 13d-l(b), or 13d-2(b),
check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance company as defined in section 3(a)(19) of the Act
(d) / / Investment company registered under section 8 of the Investment
Company Act
(e) / / Investment adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / / Employee benefit plan, pension fund which is subject to
provisions of the Employee Retirement Income Security Act of 1974
or endowment fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) /x/ Parent holding company, in accordance with Section
240.13d-1(b)(ii)(G). (Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
As of December 31, 1996, the Reporting Persons may be deemed to
beneficially own in the aggregate 206,000 shares of 6 1/2% Series B Cumulative
Convertible Preferred Stock. Lipper & Company, L.P., Lipper & Company, Inc.
and Kenneth Lipper each disclaims beneficial ownership of the securities of
Wang Laboratories, Inc. directly beneficially owned by Lipper Convertibles,
L.P., and the filing of this Schedule 13G shall not be construed as an
admission that any of the foregoing companies, partnerships, or individuals,
as the case may be, are the beneficial owner of any Wang Laboratories, Inc.
securities.
(a) Amount beneficially owned: See line item (9) of the cover pages.
(b) Percent of class: See line item (11) of the cover pages.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: See line item (5) of
the cover pages.
(ii) Shared power to vote or to direct the vote: See line item (6)
of the cover pages.
(iii) Sole power to dispose or to direct the disposition of: See line
item (7) of the cover pages.
(iv) Shared power to dispose or to direct the disposition of: See
line item (8) of the cover pages.
<PAGE>
Item 5. Ownership of 5 Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than 5 percent of the class of securities, check the following / /.Instruction:
Dissolution of a group requires a response to this item.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
The limited partners of Lipper Convertibles, L.P. may have the right to
receive, or the power to direct the receipt of, dividends or proceeds from
the sale of securities reported herein.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
See Exhibit A.
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
<PAGE>
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
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.
February 12, 1997
------------------------------------------------
Date
\s\
------------------------------------------------
Signature
Abraham Bitterman/Executive Vice President
------------------------------------------------
Name/Title
Attention: Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).
<PAGE>
EXHIBIT A TO SCHEDULE 13G
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
Lipper & Company, L.P. ("L&Co. L.P.") is the general partner of Lipper
Convertibles, L.P. ("LC"). Lipper & Company, Inc. ("L&Co. Inc.") is the
general partner of L&Co. L.P. L&Co. Inc. is wholly owned by Kenneth Lipper
("K. Lipper"). L&Co. Inc. is a parent holding company as that term is
defined by Rule 13d-1(b)(1)(ii)(G) of the Securities Exchange Act of 1934, as
amended (the "Act"). LC is a broker-dealer registered under Section 15 of
the Act. L&Co. L.P. is a broker-dealer registered under Section 15 of the
Act and an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, as amended. L&Co. Inc. does not directly hold any
shares of 6-1/2% Series B Cumulative Convertible Preferred Stock of Wang
Laboratories, Inc. and thus meets the requirements under Rule 13d-1(b)(1)(ii)
(G) for a parent holding company. K. Lipper, the 100% shareholder of L&Co.
Inc., does not directly hold any shares of 6-1/2% Series B Cumulative
Convertible Preferred Stock of Wang Laboratories, Inc. and pursuant to the
Edward C. Johnson 3d, (August 20, 1991), and the Warren E. Buffett and
Berkshire Hathaway, Inc., (December 5, 1986) SEC No-Action Letters, K. Lipper
is therefore eligible to file a Schedule 13G.
LC is a New York limited partnership, L&Co. L.P. is a Delaware limited
partnership, L&Co. Inc. is a Delaware corporation and K. Lipper is a United
States citizen. Each of these entities' business address is as follows:
101 Park Avenue
6th Floor
New York, New York 10178
The persons filing this joint Schedule 13G may be deemed to beneficially
own 6 1/2% Series B Cumulative Convertible Preferred Stock of Wang
Laboratories, Inc. in the following amounts:
Person Shares of Wang Shares Beneficially
Laboratories, Inc. Held Owned
Directly or in Directly
Managed Accounts
1. Lipper Convertibles, 206,000 206,000
L.P.
2. Lipper & Company, 0 206,000
L.P.
3. Kenneth Lipper 0 206,000
4. Lipper & Company, 0 206,000
Inc.
Pursuant to Rule 13d-4, each of L&Co. L.P., L&Co. Inc. and K. Lipper
disclaims beneficial ownership of the 6-1/2% Series B Cumulative Convertible
Preferred Stock of Wang Laboratories, Inc., and the filing of this Schedule
13G shall not be construed as an admission that any such entity is the
beneficial owner of any securities of Wang Laboratories, Inc.
<PAGE>
JOINT FILING AGREEMENT
Each of the undersigned persons hereby agrees and consents to this joint
filing of Schedule 13G on its behalf, pursuant to Section 13(d) and (g) of
the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder. Each of these persons is not responsible for the completeness or
accuracy of the information concerning the other person making this filing
unless such person knows or has reason to believe that such information is
inaccurate.
Dated: February 12, 1997
Lipper Convertibles, L.P. Lipper & Company, L.P.
Name: \s\ Name: \s\
Title: Executive Vice President Title: Executive Vice President
Lipper & Company, Inc. Kenneth Lipper
Name: \s\ \s\
Title: Executive Vice President
