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. 2)<F1>
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
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(CUSIP Number)
[FN]
<F1> 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*
JOINT FILING (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
5 SOLE VOTING POWER
NUMBER OF NONE
SHARES
OWNED BY 6 SHARED VOTING POWER BENEFICIALLY
EACH
REPORTING 542,690
PERSON
WITH 7 SOLE DISPOSITIVE POWER
NONE
8 SHARED DISPOSITIVE POWER
542,690
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,690 (Not to be construed as an admission of beneficial ownership.)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.9%
12 TYPE OF REPORTING PERSON*
PN, BD
*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 HOLDINGS, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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 542,690
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
8 SHARED DISPOSITIVE POWER
542,690
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,690 (Not to be construed as an admission of beneficial ownership.)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.9%
12 TYPE OF REPORTING PERSON*
HC, 00
*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*
JOINT FILING (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
5 SOLE VOTING POWER
NUMBER OF
SHARES NONE
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 542,690
PERSON
WITH 7 SOLE DISPOSITIVE POWER
NONE
8 SHARED DISPOSITIVE POWER
542,690
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,690 (Not to be construed as an admission of beneficial ownership.)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.9%
12 TYPE OF REPORTING PERSON*
CO, HC
*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*
JOINT FILING (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER OF NONE
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 542,690
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
NONE
8 SHARED DISPOSITIVE POWER
542,690
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,690 (Not to be construed as an admission of beneficial ownership.)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.9%
12 TYPE OF REPORTING PERSON*
IN
*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)
<PAGE>
Item 4. Ownership
(a) Amount beneficially owned: At December 31, 1997, the Reporting
Persons may be deemed to beneficially own in the aggregate
542,690 shares of 6 1/2% Series B Cumulative Convertible
Preferred Stock (the "Convertible Preferred Stock"). Lipper
Convertibles, L.P. ("Lipper Convertibles") is the owner of record
of 542,690 shares of Convertible Preferred Stock. As sole
general partner of Lipper Convertibles, Lipper Holdings, LLC
("Lipper Holdings") may be deemed to beneficially own the Convertible
Preferred Stock that Lipper Convertibles directly beneficially owns.
As manager of Lipper Holdings, Lipper & Company Inc. ("Lipper Inc.")
may be deemed to beneficially own the Convertible Preferred Stock
directly beneficially owned by Lipper Convertibles. As controlling
shareholder of Lipper Inc., Kenneth Lipper ("Lipper") may be deemed
to beneficially own the Convertible Preferred Stock directly
beneficially owned by Lipper Convertibles. Each of Lipper Holdings,
Lipper Inc. and Lipper disclaims beneficial ownership of the
Convertible Preferred Stock, and the filing of this Schedule 13G shall
not be construed as an admission that any of the foregoing, for the
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended, is the beneficial owner of any Wang Laboratories,
Inc. securities.
(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.
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
here of 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.
<PAGE>
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 9, 1998
Date
/s/
Signature
Abraham Biderman / Executive Vice President
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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 Convertibles, L.P., a New York limited partnership ("Lipper
Convertibles"), is a broker dealer registered under Section 15 of the
Securities Exchange Act of 1934, as amended (the "Act").
Each of Lipper Holdings, LLC, a Delaware limited liability company
and the general partner of Lipper Convertibles ("Lipper Holdings") and
Lipper & Company, Inc., a Delaware corporation and the manager of Lipper
Holdings ("Lipper Inc."), does not directly hold any 6 1/2% Series B
Cumulative Convertible Preferred Stock of Wang Laboratories, Inc. (the
"Convertible Preferred Stock") and thus is filing this statement on Schedule
13G as a parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G)
under the Act.
Kenneth Lipper, a United States citizen and the controlling shareholder
of Lipper Inc., does not directly hold any Convertible Preferred Stock and is
filing this statement on Schedule 13G in reliance on the no action relief
granted by the Securities and Exchange Commission in response to letters
filed by Edward C. Johnson 3d (August 20, 1991) and Warren E. Buffett and
Berkshire Hathaway, Inc. (December 5, 1985).
<PAGE>
AMENDMENT NO. 1 TO JOINT FILING AGREEMENT
Pursuant to Section 13(d) and (g) of the Securities Exchange Act of
1934, as amended, and the rules promulgated thereunder, each of the
undersigned persons hereby agrees and consents to this joint filing of
Schedule 13G on its behalf (including any amendments thereto) and further
agrees that this Joint Filing Agreement be included as an Exhibit to such
joint filing. Each of these persons is not responsible for the completeness
or accuracy of the information concerning the other persons making this
filing unless such person knows or has reason to believe that such
information is inaccurate.
Dated: February 9, 1998
Lipper Convertibles, L.P. Lipper Holdings, LLC
Name: /s/ Name: /s/
____________________________ _________________________
Title: Executive Vice President Title: Executive Vice President
Lipper & Company, Inc. Kenneth Lipper
Name: /s/ /s/
__________________________ _______________________________
Title: Executive Vice President
