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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Datapoint Corporation
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(Name of Issuer)
$1 Exchangeable Preferred Stock
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(Title of Class of Securities)
238100408000
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(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida 33940 941-262-8577
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 4, 1997
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(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 information required on 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).
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SCHEDULE 13D
CUSIP NO. 238100408000 -1-
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 37,500***
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 32,400***
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 37,500***
PERSON 10 SHARED DISPOSITIVE POWER
WITH 32,400***
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.68%
14 TYPE OF REPORTING PERSON
IN-IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See response to Item 3, herein.
*** See response to Item 4, herein.
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1
Item 3. Source and Amount of Funds or Other Considerations.
Item 3 is hereby amended and restated as follows:
All of the Shares owned by LIM were purchased with money generated by LIM
from the buying and selling of securities or with personal funds of Miller. The
dollar amount of such purchases is $126,500.00.
All of the Shares purchased by Miller as Investment Advisor to Trust C
(the "Trust") were purchased by funds generated and held by the Trust. The
dollar amount of such purchases is $93,319.08.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended and restated as follows:
Miller may from time to time seek to influence management of the Company
going forward. Miller may use a variety of means to express his views
to management, including, submitting proposals to the Company's board of
directors and/or seeking to nominate himself or others to the Company's board of
directors.
From time to time, Miller may acquire additional Shares or dispose of all
or some of the Shares which he owns. Of such Shares, 37,500 Shares are owned of
record by LIM; 32,400 Shares are owned by the Trust.
Other than the above, Miller has no specific plan or proposal which
relates to, or could result in, any of the matters referred to in Paraagraphs
(a) through (j), inclusive of Item 4 of the Schedule 13D.
Pursuant to an Amended and Restated Trust Agreement, dated September 20,
1983 (the "Trust Agreement"), Miller was named as advisor to PNC Bank, Ohio,
N.A. (formerly The Central Trust Company, N.A., Cincinnati, Ohio), the Trustee
named in the Trust Agreement. Such appointment became effective on April 22,
1990, the date of death of Lloyd I. Miller, the Grantor of the Trust. Currently
32,400 shares are held in the Trust. Miller has shared voting power and shared
dispositive power for all such Shares held in the Trust.
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2
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
Miller beneficially owns 37,500 Shares. With respect to the shares of $1
Exchangeable Preferred Stock subject to the Trust Agreement, see the response to
Item 4.
The Trust has not effected any purchases since the most recent prior
amendment to this schedule. The following tables detail the purchases by LIM
effected since the most recent prior amendment to this Schedule. All of the
transactions were open market transactions.
<TABLE>
<CAPTION>
LIM
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DATE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE
------------------- ---------------- ---------------
<S> <C> <C>
06/13/97 2,000 4.250
06/13/97 1,000 4.250
06/16/97 600 4.125
06/16/97 200 4.125
06/24/97 700 4.000
06/25/97 600 4.000
07/03/97 700 4.000
07/11/97 1,300 5.000
08/04/97 500 5.625
08/04/97 700 5.750
</TABLE>
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, it is hereby certified that the information set forth in this
statement is true, complete and correct.
Dated: August 13, 1997
By: /s/ LLOYD I. MILLER, III
-----------------------------
Lloyd I. Miller, III
