SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 38)*
DATAPOINT CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.25 PER SHARE
(Title of Class of Securities)
238100200
(CUSIP Number)
Asher B. Edelman, 717 Fifth Avenue
New York, New York 10022, Telephone: (212) 371-7711
(Name, address and telephone number of person
authorized to receive notices and communications)
September 27, 1994
(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 schedule 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
[ ]. (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
* 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 purposes 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>
13D
CUSIP No. 238100200
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Plaza Securities Company
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC,00
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
248,995
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
248,995
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
248,995
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 238100200
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Canal Capital Corporation
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC,00
_____________________________________________________________________________
(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
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
333,779
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
333,779
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
333,779
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 238100200
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Intelogic Trace, Inc.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC,00
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
329,600
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
329,600
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
329,600
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 238100200
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
A.B. Edelman Limited Partnership
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC,00
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [X]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
783,890
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
783,890
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
783,890
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.1%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 238100200
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Felicitas Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC,00
_____________________________________________________________________________
(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
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
4,402
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,402
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,402
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
Less than 0.1%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 238100200
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
A.B. Edelman Management Company Inc.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
Not Applicable
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [X]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
663,379 (Shares owned by Canal Capital Corporation and
Intelogic Trace, Inc.)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
663,379 (Shares owned by Canal Capital Corporation and
Intelogic Trace, Inc.)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.2%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 238100200
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Regina M. Edelman
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
PF,00
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
165,204 (including Debentures convertible into 1,822
shares)
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
165,204 (including Debentures convertible into 1,822
shares)
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
165,204 (including Debentures convertible into 1,822
shares)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 238100200
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Asher B. Edelman
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
PF,00
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [X]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
124,999 (consists of options on 124,999 shares)
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
124,999 (consists of options on 124,999 shares)
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
124,999 (consists of options on 124,999 shares)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [X]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 238100200
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Canal Capital Corporation Retirement Plan
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC,OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
19,827
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
19,827
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
19,827
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.2%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
EP
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 38 to Schedule 13D restates the
entire text of the Schedule 13D in accordance with Rule
101(a)(2)(ii) of Regulation S-T.
Item 1. Security and Issuer.
This statement, as amended, relates to the common
stock, par value $0.25 per share ("Common Stock"), issued by
Datapoint Corporation (the "Company"), whose principal executive
offices are at 8400 Datapoint Drive, San Antonio, Texas 78229.
Item 2. Identity and Background.
(a) This statement is filed by (i) Plaza Securities
Company, a New York limited partnership ("Plaza"), with respect
to shares owned by it, (ii) Canal Capital Corporation (formerly
United Stockyards Corporation), a Delaware corporation ("Canal"),
with respect to the shares of Common Stock owned by it, (iii)
Intelogic Trace, Inc., a New York corporation ("IT"), with
respect to shares owned by it, (iv) A.B. Edelman Limited
Partnership, a Delaware limited partnership ("Edelman Limited
Partnership"), with respect to the shares of Common Stock owned
by it, (v) Felicitas Partners, L.P., a Delaware limited
partnership ("Felicitas"), with respect to the shares of Common
Stock owned by it, (vi) A.B. Edelman Management Company Inc.
("Edelman Management"), a New York corporation as the investment
manager for Canal and IT, with respect to the shares of Common
Stock owned by Canal and IT, (vii) Regina M. Edelman with respect
to the shares of Common Stock owned by her, (viii) Asher B.
Edelman with respect to the shares of Common Stock owned by him
and because, pursuant to Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended, he may be deemed to
be the beneficial owner of the shares of Common Stock owned by
(A) each of the foregoing persons and (B) three Uniform Gift to
Minors Act accounts for which Mr. Edelman is custodian, each
account for the benefit of one of Mr. Edelman's three children
(the "Custodian Accounts"); and (ix) the Canal Capital
Corporation Retirement Plan, a trust organized under the laws of
New York (the "Canal Plan"), with respect to the shares of Common
Stock held by it.
The Intelogic Trace, Inc. Retirement Plan (the "IT
Plan") is no longer covered by this statement due to the fact
that, on September 21, 1994, Mr. Edelman resigned as trustee of
the IT Plan. Aile Blanche, Inc. ("Aile Blanche") is no longer
covered by this statement having sold all of the Common Stock it
held.
The names of the general partners of Plaza are set
forth in Schedule A hereto. The sole general partner of
Felicitas is Citas Partners, a New York general partnership
("Citas") whose general partners are Mr. Edelman and Edelman
Management. The sole general and limited partner of Edelman
Limited Partnership is Mr. Edelman. The trustees of the Canal
Plan are Canal directors, Mr. Edelman and Michael Schultz. The
names of the directors and executive officers of Canal, IT and
Edelman Management are set forth, respectively, in Schedules B, C
and D hereto.
(b) The address of the principal business and
principal office of each of Plaza, Canal, Edelman Limited
Partnership, Felicitas, Citas, Edelman Management and the Canal
Plan is 717 Fifth Avenue, New York, New York 10022. The address
of the principal business and principal office of IT is Turtle
Creek Tower I, Post Office Box 400044, San Antonio, Texas 78229.
The business address of Regina M. Edelman and Asher B. Edelman is
85 Av. General Guisan, Ch-1009 Pully, Switzerland. The principal
business addresses of the directors and officers of Canal, IT and
Edelman Management are set forth, respectively, in Schedules B, C
and D hereto.
(c) The principal business of Plaza is that of a
broker-dealer in the securities business. The principal business
of both Edelman Limited Partnership and Felicitas is that of an
investment partnership. The principal business of Edelman
Management is that of an investment manager. The principal
business of Canal is the ownership and operation or lease of
central public stockyards. The principal business of IT is the
provision of maintenance services for computer, data
communications and telecommunications equipment. The principal
business of the Canal Plan is the provision of pension benefits
for the employees of Canal.
The principal business of Citas is that of general
partner of Felicitas. The principal occupations of Mr. Edelman
and the other directors and executive officers of each of Canal,
IT and Edelman Management are set forth, respectively, in
Schedules B, C and D hereto. Regina M. Edelman is the wife of
Mr. Edelman.
(d) None of the persons referred to in paragraph (a)
above has during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Except as set forth on Schedule E hereto, none of
the persons referred to in paragraph (a) above has during the
last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result
of such proceeding, was or is subject to 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 thereto.
(f) Asher B. Edelman and Regina M. Edelman are
citizens of the United States and Brazil, respectively. All
natural persons referred to on Schedules A-D hereto are citizens
of the United States, except as otherwise noted in such
Schedules.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date of this Amendment, the reporting
persons' net investment cost (including commissions, if any) is:
(i) $1,661,219 for the 248,995 shares of Common Stock
owned by Plaza;
(ii) $2,021,722 for the 333,779 shares of Common Stock
owned by Canal;
(iii) $2,012,652 for the 329,600 shares of Common Stock
owned by IT;
(iv) $4,489,246 for the 633,890 shares of Common Stock
owned by Edelman Limited Partnership;
(v) $25,731 for the 4,402 shares of Common Stock owned
by Felicitas;
(vi) $463,449 for the 163,204 shares of Common Stock
owned by Regina M. Edelman (excludes the 1,822 shares which may
be acquired by her upon conversion of Debentures);
(vii) the 124,999 shares of Common Stock underlying
exercisable options held by Mr. Edelman may be acquired by him
for an aggregate investment of $298,309;
(viii) $46,275 for the 21,000 shares of Common Stock
owned by the Custodian Accounts; and
(ix) $122,482 for the 19,827 shares of Common Stock
owned by the Canal Plan.
Each of the corporations, partnerships and trusts
referred to in this Item 3 made purchases of Common Stock with
its working capital and other funds. Each natural person
referred to in this Item 3 made purchases of Common Stock with
personal funds and other funds.
All or a portion of the shares of Common Stock owned by
the persons and entities referred to in this Item 3 may from time
to time be held in margin accounts. All such margin accounts may
from time to time have debit balances. Since other securities
are held in all such accounts, it is impracticable to determine
the amount, if any, borrowed with respect to the shares of Common
Stock held in such accounts, and interest rates vary with
applicable rates and account balances.
Item 4. Purposes of Transaction.
The purpose of the holding of shares of Common Stock by
Mr. Edelman and the other reporting persons is for investment.
Mr. Edelman has been Chairman of the Company's Board of Directors
and of the Board's Executive Committee since March 1985 and Chief
Executive Officer of the Company since February 1993.
Each of Mr. Edelman and the other reporting persons
intends to review its investment in the Company on a continuing
basis and, depending upon various factors, including the
Company's business affairs and financial position, the price
levels of the shares of the Common Stock, and conditions in the
securities markets and general economic and industry conditions,
will take such actions with respect to its respective investment
in the Company as it deems appropriate in light of the
circumstances existing from time to time. Such actions may
include the acquisition of additional shares of the Common Stock
through open-market and privately negotiated transactions, and
may, subject to applicable securities law, include the sale of
some or all of its holdings in the open-market or in privately
negotiated transactions to one or more purchasers under
appropriate circumstances.
Notwithstanding anything to the contrary in the
preceding two paragraphs, in connection with the matters
described in Item 6 hereof, IT intends to sell all the shares of
Common Stock owned by it in open-market and\or private
transactions, subject to applicable securities laws, as, if and
when such sale is determined by the IT to be in the best
interests of its estate.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of the outstanding shares
of Common Stock reported owned by each person referred to herein
is based upon 12,751,286 shares outstanding as of October 4,
1994, based upon information received from the Company.
As of the close of business on October 4, 1994:
(i) Plaza owns 248,995 shares of Common Stock,
constituting approximately 2.0% of the shares outstanding.
(ii) Edelman Management owns no shares of Common
Stock. As investment manager for Canal and IT, Edelman
Management may be deemed, by the provisions of Rule 13d-3, to be
the beneficial owner of the 333,779 and 329,600 shares owned by
Canal and IT, respectively, totalling 663,379 shares which
constitute approximately 5.2% of the shares outstanding.
(iii) Canal owns 333,779 shares of Common Stock,
constituting approximately 2.6% of the shares outstanding.
(iv) IT owns 329,600 shares, which constitutes
approximately 2.6% of the shares outstanding.
(v) Regina M. Edelman owns 163,204 shares of Common
Stock and $17,000 principal amount of the Company's 8-7/8%
Convertible Subordinated Debentures ("Debentures"), presently
convertible into 1,822 shares of Common Stock, totalling 165,026
shares deemed beneficially owned by her. Such shares constitute
approximately 1.3% of the shares outstanding (based upon the
12,754,930 shares which would be outstanding following the
conversion of such Debentures).
(vi) Felicitas owns 4,402 shares of Common Stock,
constituting less than .1% of the shares outstanding.
(vii) Edelman Limited Partnership owns 783,890 shares
of Common Stock, constituting approximately 5.2% of the shares
outstanding.
(viii) Mr. Edelman owns directly no shares of Common
Stock. He holds exercisable options on 124,999 shares of Common
Stock, constituting approximately 1.0% of the shares outstanding
(based upon the 12,876,285 shares which would be outstanding
following the exercise of such options). By reason of the
provisions of Rule 13d-3, Mr. Edelman may be deemed to own
beneficially the 2,011,691 shares of Common Stock owned by the
foregoing persons, himself and the Custodian Accounts in
aggregate (which include options on 124,999 shares and 1,822
shares underlying Debentures), constituting approximately 15.6%
of the shares outstanding (based upon the 12,878,107 shares which
would be outstanding following the exercise of such options and
the conversion of such Debentures).
(ix) The Canal Plan owns 19,827 shares of Common
Stock, constituting approximately 0.2% of the shares outstanding.
(xi) The Custodian Accounts own a total of 21,000
shares of Common Stock, constituting approximately 0.2% of the
shares outstanding.
(xii) Certain other persons related to or affiliated
with Mr. Edelman own the following amounts of Common Stock: (A)
Penelope C. Edelman, Mr. Edelman's former wife, owns 4,366 shares
of Common Stock (including 3,866 shares underlying Debentures
presently convertible), constituting less than 0.1% of the shares
outstanding; (B) three UGMA Accounts for the benefit of children
of Mr. Edelman, of which Penelope C. Edelman is custodian, own a
total of 37,835 shares of Common Stock, constituting
approximately 0.3% of the shares outstanding; (C) three trusts
for the benefit of children of Mr. Edelman, of which Michael
Schultz is trustee, own a total of 1,506 shares of Common Stock,
constituting less than 0.1% of the shares outstanding; and (D)
Mildred Ash, Mr. Edelman's mother, owns 70,580 shares of Common
Stock, constituting approximately 0.1% of the shares outstanding.
Mr. Edelman expressly disclaims beneficial ownership of the
foregoing shares.
(xiii) To the best knowledge of the reporting persons,
certain directors, officers and/or general partners of the
reporting persons own the following amounts of Common Stock
(based upon information reported by the Company or such
individuals in public filings): (A) Daniel R. Kail, a director of
IT, owns exercisable options to purchase 25,000 shares of Common
Stock, constituting approximately 0.2% of the outstanding shares;
(B) Gerald N. Agranoff, a director of Canal and IT, a general
partner of Plaza, and an executive officer of Edelman Management,
owns 25,000 shares of Common Stock (consisting of options for
25,000 shares), constituting approximately 0.2% of shares
outstanding; and (C) Irving Garfinkel a general partner of Plaza
and an officer of Edelman Management and Aile Blanche, owns
25,000 shares of Common Stock (consisting of options for 25,000
shares), constituting approximately 0.2% of shares outstanding.
(b) Plaza has the sole power to vote and dispose of
the shares owned by it, which power is exercisable by Mr. Edelman
as controlling general partner thereof.
Canal has the sole power to vote and shared power to
dispose of the shares owned by it. The power to vote such shares
is exercisable by its Chairman, Mr. Edelman. The power to
dispose of such shares is exercisable by Edelman Management as
investment manager for Canal, which power is exercisable by Mr.
Edelman, as President of Edelman Management.
IT has the sole power to vote and shared power to
dispose of the shares owned by it. The power to vote such shares
is exercisable by its Chairman of the Board, Mr. Edelman. The
power to dispose of such shares is exercisable by Edelman
Management as investment manager for IT, which power is
exercisable by Mr. Edelman, as President of Edelman Management
and is subject to approval of the Bankruptcy Court.
Edelman Limited Partnership has the sole power to vote
and dispose of the shares owned by it, which power is exercisable
by Mr. Edelman as the sole general partner of Edelman Limited
Partnership.
Felicitas has the sole power to vote and dispose of the
shares owned by it, which power is exercisable by Mr. Edelman as
the controlling general partner of Citas (the sole general
partner of Felicitas).
Regina M. Edelman has the sole power to vote and
dispose of the shares owned by her.
The Canal Plan has the sole power to vote and to
dispose of the shares owned by it which power is exercisable by
its trustees, Messrs. Edelman and Schultz.
(c) All transactions in the Common Stock within the 60
days preceding this Amendment by the reporting persons and, to
the best knowledge of the reporting persons, by other persons
referred to in Item 5(a) are reported on Schedule F hereto.
Except as otherwise noted, all such transactions were open market
transactions.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer.
IT, which is the subject of chapter 11 bankruptcy case
in the United States Bankruptcy Court for the Western District of
Texas, San Antonio Division (the "Bankruptcy Court"), filed with
the Bankruptcy Court on August 25, 1994 a Motion to Approve
Agreement with Datapoint Corporation for Release of Datapoint
Stock and Subsequent Sale Thereof (the "Motion," a copy of which
is filed herewith as Exhibit 1). Pursuant to the Motion, IT
asked the Bankruptcy Court for authority to: (i) terminate a
certain Option Agreement and Grantor Trust Agreement between IT
and the Company under which 2,700,000 shares of Common Stock
owned by IT were being held in trust subject to the Company's
five-year option to purchase such shares from IT; (ii) enter into
an Agreement with the Company as to the division of such shares
held in trust (the "Datapoint Agreement," a copy of which is
filed as Exhibit 2 hereto); and (iii) sell the remaining shares
of Common Stock owned by it. On September 9, 1994, the
Bankruptcy Court entered an Order Approving Datapoint Agreement
and Sale of Datapoint Stock By Debtor (the "Order," a copy of
which is filed as Exhibit 3 hereto).
Pursuant to the Order and the Datapoint Agreement, (i)
the aforementioned Option Agreement and Grantor Trust Agreement
were terminated, (ii) on September 27, 1994, 2,400,000 shares of
Common Stock held in trust were distributed to the Company and
300,000 of shares of Common Stock held in trust were distributed
to IT and (iii) IT was authorized by the Bankruptcy Court to
proceed with the sale of all shares of Common Stock owned by it
as, if and when determined to be in the best interest of IT's
estate.
Item 7. Material to be Filed as Exhibits.
1. Motion to Approve Agreement with Datapoint
Corporation for Release of Datapoint Stock and Subsequent Sale
Thereof, filed August 25, 1994.
2. Agreement, by and between Intelogic Trace, Inc.
and Datapoint Corporation, with respect to Datapoint Option.
3. Order Approving Datapoint Agreement and Sale of
Datapoint Stock By Debtor, entered September 9, 1994.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Dated: October 7, 1994
/S/ ASHER B. EDELMAN
Asher B. Edelman, individually and as
attorney-in-fact for each of Plaza
Securities Company, Canal Capital
Corporation, A.B. Edelman Limited
Partnership, Felicitas Partners, L.P.,
A.B. Edelman Management Company, Inc.,
Regina M. Edelman and Canal Capital
Corporation Retirement Plan under powers
of attorney
<PAGE>
SCHEDULE A
General Partners of Plaza Securities Company
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
<S> <C> <C>
Asher B. Edelman 85 Av. General Guisan General Partner, Asco Partners, a general
Ch-1009 Pully partner of Arbitrage Securities Company
Switzerland (broker-dealer); General Partner, Plaza
Securities Company (investment partnership);
Chairman of the Board and Office of the
President, Intelogic Trace, Inc., (computer
maintenance company); Chairman of the Board
and Chief Executive Officer, Datapoint
Corporation (telecommunication company)
Irving Garfinkel 717 Fifth Avenue General Partner, Asco Partners, a general
New York, NY 10022 partner of Arbitrage Securities Company
(broker-dealer); General Partner and
Controller, Plaza Securities Company
(investment partnership)
Gerald N. Agranoff 717 Fifth Avenue General Partner, Asco Partners, a general
New York, NY 10022 partner of Arbitrage Securities Company
(broker-dealer); General Partner and Counsel,
Plaza Securities Company (investment
partnership)
</TABLE>
<PAGE>
SCHEDULE B
Directors and Executive Officers of
Canal Capital Corporation
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
Directors:
<S> <C> <C>
Asher B. Edelman 85 Av. General Guisan General Partner, Asco Partners, a general
Ch-1009 Pully partner of Arbitrage Securities Company
Switzerland (broker-dealer); General Partner, Plaza
Securities Company (investment partnership);
Chairman of the Board and Office of the
President, Intelogic Trace, Inc., (computer
maintenance company); Chairman of the Board
and Chief Executive Officer, Datapoint
Corporation (telecommunication company)
Gerald N. Agranoff 717 Fifth Avenue General Partner, Asco Partners, a general
New York, NY 10022 partner of Arbitrage Securities Company
(broker-dealer); General Partner and Counsel,
Plaza Securities Company (investment
partnership)
Michael E. Schultz 375 Park Avenue Of Counsel, Ehrenkranz, Ehrenkranz & Schultz
New York, NY 10152 (Law firm); President, Canal Capital
Corporation; Executive Vice President -
Special Projects, Intelogic Trace, Inc.
(computer maintenance company)
<CAPTION>
Additional Executive Officer:
<S> <C> <C>
Reginald Schauder 717 Fifth Avenue Vice President - Finance, Canal
New York, NY 10022 Corporation
</TABLE>
<PAGE>
SCHEDULE C
Directors and Executive Officers of
Intelogic Trace, Inc.
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
Directors:
<S> <C> <C>
Asher B. Edelman 85 Av. General Guisan General Partner, Asco Partners, a general
Ch-1009 Pully partner of Arbitrage Securities Company
Switzerland (broker-dealer); General Partner, Plaza
Securities Company (investment partnership);
Chairman of the Board and Office of the
President, Intelogic Trace, Inc., (computer
maintenance company); Chairman of the Board
and Chief Executive Officer, Datapoint
Corporation (telecommunication company)
Gerald N. Agranoff 717 Fifth Avenue General Partner, Asco Partners, a general
New York, NY 10022 partner of Arbitrage Securities Company
(broker-dealer); General Partner and Counsel,
Plaza Securities Company (investment
partnership)
Leon Botstein Bard College President, Bard College
Annandale-on-Hudson,
NY 12504
Daniel R. Kail 980 Post Road East Managing Trustee,
Westport, CT 06880 Management Assistance, Inc. Liquidating Trust
Michael E. Schultz 375 Park Avenue Of Counsel, Ehrenkranz, Ehrenkranz & Schultz
New York, NY 10152 (Law firm); President, Canal Capital Corpora-
tion (Dealer in antiquities and contemporary
art and owner and operator of real estate);
Executive Vice President, Special Projects,
Intelogic Trace, Inc.
Mark S. Helwege Turtle Creek Tower I Executive Vice
P.O. Box 400044 President, Intelogic
San Antonio, TX 78229 Trace, Inc.
<CAPTION>
Additional Executive Officers:
<S> <C> <C>
Philip D. Freeman Turtle Creek Tower I Senior Vice President,
P.O. Box 400044 General Counsel
San Antonio, TX 78229 and Secretary,
Intelogic Trace, Inc.
</TABLE>
<PAGE>
SCHEDULE D
Director and Executive Officers of
A.B. Edelman Management Company Inc.
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
Director and
President:
<S> <C> <C>
Asher B. Edelman 85 Av. General Guisan General Partner, Asco Partners, a general
Ch-1009 Pully partner of Arbitrage Securities Company
Switzerland (broker-dealer); General Partner, Plaza
Securities Company (investment partnership);
Chairman of the Board and Office of the
President, Intelogic Trace, Inc., (computer
maintenance company); Chairman of the Board
and Chief Executive Officer, Datapoint
Corporation (telecommunication company)
<CAPTION>
Additional Executive Officers:
<S> <C> <C>
Irving Garfinkel 717 Fifth Avenue General Partner, Asco Partners, a general
New York, NY 10022 partner of Arbitrage Securities Company
(broker-dealer); General Partner and
Controller, Plaza Securities Company
(investment partnership)
Gerald N. Agranoff 717 Fifth Avenue General Partner, Asco Partner, a general
New York, NY 10022 partner of Arbitrage Securities Company
(broker-dealer); General Partner and Counsel,
Plaza Securities Company (investment
partnership)
<PAGE>
SCHEDULE E
On April 11, 1991, a complaint was filed by the
Securities and Exchange Commission (the "SEC") in the United
States District Court for the District of Columbia against Mr.
Edelman, Edelman Limited Partnership and Edelman Management,
wherein the SEC alleged violations of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), and Rule
13d-2 thereunder. The SEC's action was settled on the same day
it was filed without any defendants admitting or denying the
allegations of the complaint, and without the adjudication of any
issue of fact or law. As part of the settlement, Mr. Edelman,
Edelman Limited Partnership and Edelman Management agreed to the
entry of a final order enjoining them, their agents, servants,
employees and attorneys-in-fact, and those persons in active
concert or participation with any of them who receive actual
notice of the order, from violating Section 13(d) of the Act by
failing to timely file or cause to be filed with the SEC and send
or cause to be sent to the issuer of any security of which they
singly or as part of a group are the beneficial owner of more
than 5% and each exchange where such security is traded, Schedule
13Ds and amendments thereto pursuant to Section 13(d) of the Act
and Rules 13d-1 and 13d-2 thereunder. In addition, Mr. Edelman
agreed to disgorge the sum of $436,858, representing the amount
which the SEC alleged was saved by the defendants' failing to
promptly amend their Schedule 13D.
<PAGE>
SCHEDULE F
Transactions in Datapoint Corporation Common Stock
</TABLE>
<TABLE>
<CAPTION>
No. Shares
Date Name Bought(Sold) Price
<C> <S> <C> <C>
8/8/94 UGMA Accounts (Penelope 7,500 $3-3/8
C. Edelman, Custodian)
8/8/94 Regina Edelman 2,500 $3-3/8
8/8/94 A.B. Edelman Limited 2,500 $3-3/8
Partnership
8/11/94* A.B. Edelman Limited 150,000 $1-5/8
Partnership
8/17/94** Regina Edelman 100,000 $2.49375
9/27/94*** Intelogic Trace, Inc. (2,400,000) N/A
9/27/94 Intelogic Trace, Inc. (9,500) $2-3/4
9/27/94 Intelogic Trace, Inc. (85) $2-5/8
9/30/94 Intelogic Trace, Inc. (2,200) $2-3/4
10/04/94 Intelogic Trace, Inc. (2,000) $2-5/8
_________________________
<FN>
* Acquired from Datapoint Corporation upon exercise of an employee stock option
granted pursuant to the Datapoint Corporation 1986 Employee Stock Option Plan to
Asher B. Edelman.
** Acquired from Datapoint Corporation in an offering to non-U.S. persons.
*** As described in Item 6 hereof, shares transferred to Datapoint Corporation in
connection with settlement of grantor trust.
</TABLE>
<PAGE>
INDEX TO EXHIBITS
ELECTRONIC (E)
EXHIBIT DESCRIPTION OR PAPER (P)
1. Motion to Approve Agreement with
Datapoint Corporation for Release
of Datapoint Stock and Subsequent
Sale Thereof, filed August 25, 1994 . . . . . . . E
2. Agreement, by and between Intelogic
Trace, Inc. and Datapoint Corporation,
with respect to Datapoint Option. . . . . . . . . E
3. Order Approving Datapoint Agreement
and Sale of Datapoint Stock By Debtor,
entered September 9, 1994 . . . . . . . . . . . . E
<PAGE>
EXHIBIT 1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE WESTERN DISTRICT OF TEXAS
SAN ANTONIO DIVISION
(Stamped:
IN RE: : FILED AUGUST 25 1994
: U.S. BANKRUPTCY COURT)
INTELOGIC TRACE, INC. :
: CASE NO. 94-52172-C-11
DEBTOR. : (CHAPTER 11)
MOTION TO APPROVE AGREEMENT WITH DATAPOINT CORPORATION FOR
RELEASE OF DATAPOINT STOCK AND SUBSEQUENT SALE THEREOF
Intelogic Trace, Inc. ("Debtor") files this Motion To
Approve Agreement With Datapoint Corporation For Release Of
Datapoint Stock And Subsequent Sale Thereof, pursuant to 11
U.S.C. Sec. 105, 363 and 365, Rules 2002, 6004, 6006 and 9019, of
the Federal Rules of Bankruptcy Procedure and Local Rules 2002,
6004 and 9019 of the Local Bankruptcy Rules. In support, Debtor
would show:
1. Debtor initiated its Chapter 11 bankruptcy case by
filing a Voluntary Petition on August 5, 1994.
2. Since its bankruptcy filing, Debtor has operated its
business as a debtor-in-possession pursuant to 11 U.S.C. Sec. 1107
and 1108.
3. Debtor is a computer and telecommunications maintenance
and support services company. Debtor provides maintenance
services to end users of computer, data communications, and
telecommunications equipment in the United States and Canada.
4. Debtor and Datapoint Corporation ("DPT") entered into
an Acquisition Agreement dated as of November 9, 1990 (the
"Acquisition Agreement"), which provided for the purchase by
Debtor from DPT of all of the shares of stock of Datapoint
Canada, Inc. A copy of the Acquisition Agreement is attached
hereto as Exhibit "A" and is incorporated herein for all
purposes.
5. In connection with the Acquisition Agreement, Debtor
and DPT entered into an Option Agreement dated as of November 9,
1990 (the "Option Agreement"). The Option Agreement provided
that DPT could purchase certain DPT stock held by Debtor at
certain prices. A copy of the Option Agreement is attached
hereto as Exhibit "B" and is incorporated herein for all
purposes. Similarly, pursuant to the Acquisition Agreement,
Debtor entered into a Grantor Trust Agreement dated as of May 6,
1991 (the "Grantor Trust Agreement"). The Grantor Trust
Agreement was executed to establish a "Grantor Trust" to hold the
DPT stock which was subject to the Option Agreement. A copy of
the Grantor Trust Agreement is attached as Exhibit "C" and is
incorporated herein for all purposes. Peter M. Bren ("Trustee")
is the Trustee under the Grantor Trust Agreement.
6. Debtor and DPT have mutually agreed to a division of
the corpus in the Grantor Trust in lieu of the provisions of the
Option Agreement and Debtor and DPT desire to terminate the
Option Agreement and have Debtor terminate the Grantor Trust
Agreement. The Agreement between Debtor and DPT providing for
this action is attached as Exhibit "D" and is incorporated herein
for all purposes. This Agreement shall hereinafter be referred
to as the "Datapoint Agreement."
7. Under the Datapoint Agreement, Debtor and DPT propose
to have the Trustee transfer and distribute 2,400,000 shares of
Datapoint common stock held by the Trustee, pursuant to the
Grantor Trust Agreement, to DPT and transfer and distribute
300,000 shares of Datapoint common stock held by the Trustee,
pursuant to the Grantor Trust, to Debtor. Debtor and DPT have
also agreed in the Datapoint Agreement that the Option Agreement
and the Grantor Trust Agreement shall be terminated by mutual
consent and be of no further force or effect. Debtor will pay
all costs and expenses required to effectuate the provisions of
Datapoint Agreement.
8. Debtor contends that approving the Datapoint Agreement
is in the best interest of Debtor's estate and its creditors.
Approving the Agreement will result in the transfer of 300,000
shares of Datapoint common stock to Debtor. Thus, a significant
asset will be made available to Debtor. Moreover, Debtor is also
requesting authority to sell all of its Datapoint stock, which
includes the Datapoint stock transferred to Debtor as part of the
Datapoint Agreement and an additional 43,000 shares owned by the
Debtor as, if, and when such sale is determined by Debtor to be
in the interest of the Debtor and its estate. Approving this
Motion will allow Debtor to liquidate valuable assets.
9. Debtor contends that no party has any claim or lien or
security interest in the Datapoint stock other than Foothill
Capital Corporation pursuant to the terms of the Interim Order
Authorizing Limited Use of Cash Collateral, Post-Petition
Financing and Grant of Security Interests. Debtor requests
authorization to sell the Datapoint stock received in connection
with consummation of the Datapoint Agreement free and clear of
liens, with any and all such liens to attach to the proceeds of
such sale. Debtor proposes to sell Datapoint stock so as to
receive market value for the Datapoint stock less normal and
customary selling expenses such as brokerage commissions, etc.
10. The Datapoint Agreement was negotiated at arms length
and in good faith and consummation is a condition to confirmation
of the Plan of Reorganization currently on file.
WHEREFORE, Debtor requests that the Court enter an Order
authorizing Debtor to enter into and consummate the Datapoint
Agreement and thereafter sell the Datapoint stock received on
consummation of the Datapoint Agreement as, if, and when Debtor
believes it would be in the best interest of Debtor and its
estate, provided that Debtor receives market value for all
Datapoint stock owned by Debtor in such sale, less normal and
customary selling expenses such as brokerage commissions, etc.
Debtor further requests that the Court's order deem the Option
Agreement, Grantor Trust Agreement, and the Grantor Trust
terminated after consummation of the transactions provided for in
the Datapoint Agreement. Debtor requests that such other and
further relief to which it may be justly entitled.
Respectfully submitted,
COX & SMITH INCORPORATED
112 East Pecan, Suite 1800
San Antonio, Texas 78205
(210) 554-5500
(210) 226-8395 (FAX)
By: (signature)
Deborah D. Williamson
Texas State Bar No. 21617500
Patrick L. Huffstickler
Texas State Bar No. 10199250
ATTORNEYS FOR INTELOGIC TRACE, INC.
<PAGE>
EXHIBIT 2
AGREEMENT
This Agreement (hereinafter "Agreement") is made by and between
INTELOGIC TRACE, INC. ("I T") a New York corporation having its
principal offices in San Antonio, Texas and DATAPOINT CORPORATION
("DPT") a Delaware corporation having its principal offices in
San Antonio, Texas.
WITNESSETH:
WHEREAS, I T and DPT entered into an Acquisition Agreement (the
"Acquisition Agreement") as of November 9, 1990 concerning the
purchase by I T of all of the shares of stock of Datapoint Canada
Inc., a Canadian corporation, and
WHEREAS, pursuant to the Acquisition Agreement, I T and DPT
entered into an Option Agreement (the "Option Agreement") as of
November 9, 1990, and
WHEREAS, pursuant to the Acquisition Agreement, I T entered into
a Grantor Trust Agreement with Peter M. Bren (the "Trustee") as
of May 6, 1991, (the "Grantor Trust Agreement"), and
WHEREAS, on August 5, 1994, I T filed a Voluntary Petition in
Bankruptcy in the United States Bankruptcy Court for the Western
District of Texas, San Antonio Division, Case No. 94-52172-C (the
"Bankruptcy Case"), and
WHEREAS, I T and DPT have mutually agreed to a division of the
corpus in the trust in lieu of the provisions of the Option
Agreement; and
WHEREAS, I T and DPT desire to terminate the Option Agreement and
have I T terminate the Grantor Trust Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:
1. I T and DPT hereby agree that appropriate motions shall be
filed by I T in the Bankruptcy Case to cause the Trustee to
promptly transfer and distribute 2,400,000 shares of the
Datapoint Common Stock held by the Trustee pursuant to the
Grantor Trust Agreement to DPT and transfer and distribute
300,000 shares of the Datapoint Common Stock held by the
Trustee pursuant to the Grantor Trust Agreement to I T.
2. I T and DPT hereby agree that once the Bankruptcy Court
orders the aforementioned distribution of Datapoint Common
Stock and such stock is distributed, the Option Agreement
and the Grantor Trust Agreement shall be deemed terminated
by mutual consent and be of no further force or effect.
3. I T and DPT agree that I T shall pay all costs and expenses
required to effect the provisions of this Agreement.
IN WITNESS WHEREOF, authorized representatives of the parties
hereto have executed this Agreement as of the last date written
below.
INTELOGIC TRACE, INC. DATAPOINT CORPORATION
By:_________________________ By:_________________________
Name:_______________________ Name:_______________________
Title:______________________ Title:______________________
Date:_______________________ Date:_______________________
<PAGE>
EXHIBIT 3
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE WESTERN DISTRICT OF TEXAS
SAN ANTONIO DIVISION
(Stamped: FILED
IN RE: : SEP 09 1994
: U.S. BANKRUPTCY COURT)
INTELOGIC TRACE, INC. :
: CASE NO. 94-52172-C-11
DEBTOR. : (CHAPTER 11)
ORDER APPROVING DATAPOINT AGREEMENT AND
SALE OF DATAPOINT STOCK BY DEBTOR
The Court has considered the Motion To Approve Agreement
With Datapoint Corporation For Release Of Datapoint Stock And
Subsequent Sale Thereof (the "Datapoint Motion"). After
considering the Datapoint Motion, the evidence presented, and the
arguments of counsel, the Court finds that the Datapoint Motion
should be granted in all respects, with Debtor authorized to
relinquish voting and investment control over any or all of the
Datapoint common stock in the Grantor Trust (the "Trust Shares")
and, subsequent to any such relinquishment, to consummate the
transactions provided for in the Datapoint Motion, and to sell,
or to request or cause the trustee of the Grantor Trust to sell,
the Datapoint common stock made available to or for the benefit
of Debtor pursuant to such transactions.
It is therefore ordered that the Datapoint Motion is
approved in all respects. Debtor is authorized to relinquish
voting and investment control over any or all of the Trust Shares
and, subsequent to any such relinquishment, to enter into and
take all actions necessary to consummate the Datapoint Agreement,
as defined in the Datapoint Motion.
It is further ordered that the Option Agreement, Grantor
Trust Agreement, and the Grantor Trust, as described in the
Datapoint Motion, are deemed terminated and shall be of no
further force and effect upon conclusion and consummation of the
transactions provided for in the Datapoint Agreement, including
the distribution of the Datapoint stock provided for therein.
It is further ordered that Debtor is authorized to pay all
costs and expenses required to effect the provisions of the
Datapoint Agreement.
It is further ordered that, upon completion and consummation
of the transactions provided for in the Datapoint Agreement,
Debtor is authorized to sell and/or cause the trustee of the
Grantor Trust to sell, free and clear of liens, claims and
encumbrances, any and all Datapoint common stock made available
to or for the benefit of Debtor as a result of the transactions
provided for in the Datapoint Agreement as, if, and when Debtor
determines such actions are appropriate, provided that such
sale(s) are at or above market price for such Datapoint stock,
less any normal and customary costs of sale such as commissions,
etc.
It is further ordered that Debtor is also authorized to
immediately sell, free and clear of all liens, claims and
encumbrances, all Datapoint stock to which the Debtor has both
legal and equitable title, including, without limitation, the
approximately 43,000 shares owned of record by the Debtor. The
sales proceeds of such Datapoint stock shall be applied pursuant
to the terms of Interim Order Authorizing Limited Use of Cash
Collateral, Post-Petition Financing and Grant of Security
Interest entered on or about August 5, 1994.
It is further ordered that the Datapoint Agreement and
corresponding sale of Datapoint stock by Debtor is in good faith
and entitled to protection as provided by 11 U.S.C. Sec. 363(m).
Signed this 8th day of September, 1994.
(signature)
LEIF M. CLARK
UNITED STATES BANKRUPTCY JUDGE
ORDER SUBMITTED BY:
Deborah D. Williamson
Texas State Bar No. 21617500
Patrick L. Huffstickler
Texas State Bar No. 10199250
COX & SMITH INCORPORATED
112 East Pecan, Suite 1800
San Antonio, Texas 78205
(210) 554-5500
(210) 226-8395 (FAX)
ATTORNEYS FOR INTELOGIC TRACE, INC.
