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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 44)
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)
April 18, 1997
(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 [ ].
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 disclosures provided in a prior cover page.
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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Item 1. Security and Issuer
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Item 1 is hereby amended and restated as follows:
(a) 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 domestic executive offices are at 8410 Datapoint
Drive, San Antonio, Texas 78229, and whose principal international executive
offices are at 4 rue d'Aguesseau 75008 Paris, France.
(b) This statement, as amended, pertains in limited respect to
the $1.00 preferred stock, $20 liquidation preference per share ("Preferred
Stock") issued by the Company. The Preferred Stock is a non-voting class of
security. However, in the event that quarterly dividends payable on the
Preferred Stock are in arrears in an aggregate amount at least equal to six full
quarterly dividends (which need not be consecutive), the shares of Preferred
Stock are exchangeable, at the option of the holder of the Preferred Stock while
the arrearage exists, for two (2) shares of Common Stock, subject to the
provisions of Delaware law limiting the rights of redemption by a corporation of
its shares. Additionally, the failure to pay six (6) full quarterly dividends
results in an automatic increase in the number of directors constituting the
Board of Directors of the Company by two (2) persons, and the holders of the
Preferred Stock are entitled to a special right, voting separately as a single
class, to fill the two (2) new directorships at the next succeeding annual
meeting of shareholders and at each succeeding annual meeting until the
cumulative dividends have been paid in full.
(c) This statement, as amended, also pertains in limited
respect to the 8-7/8% Convertible Subordinated Debentures due June 1, 2006
issued by the Company ("Debentures"). The Debentures are a non-voting class of
security. However, each one thousand dollar ($1,000.00) principal amount
Debenture is convertible by the holder into 55.231 shares of Common Stock at any
time prior to redemption or prior to June 1, 2006.
Item 4. Purposes of the Transaction
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Item 4 is hereby amended and restated as follows:
The purpose of the holding of shares of Common Stock and
Preferred 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.
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Such actions may include the acquisition of additional shares of the Common
Stock, Preferred Stock and Debentures 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.
On December 10, 1996, the Company conducted its Annual Meeting
of Shareholders at which 1,148,061 shares of the Company's $1.00 Preferred Stock
were tendered and accepted by the Company in exchange for 3,731,198 shares of
Common Stock (i.e., 3.25 shares of Common Stock for each share of Preferred
Stock), said tendered Preferred Stock shares constituting approximately 61.45%
of the outstanding Preferred Stock shares, including all of the Preferred Stock
of the reporting persons. The shares were tendered to and accepted by the
Company under the terms of an exchange offer (the "Exchange Offer") more
particularly described in the Company's Proxy Statement/Prospectus dated October
31, 1996. The Company likewise adopted at the Annual Meeting the 1996 Director
Stock Option Plan and the 1996 Employee Stock Option Plan (collectively, the
"1996 Stock Option Plans") under which certain of the reporting persons are or
will in the future be granted rights to acquire Common Stock. The Preferred
shares outstanding which were not tendered under the Exchange Offer continue to
be exchangeable at the rate of one (1) share of Preferred Stock for two (2)
shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
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Item 5(a) is hereby amended and restated as follows:
(a) The aggregate percentage of the outstanding shares of Common Stock
reported owned by each person referred to herein is based upon 17,658,358 shares
of Common Stock outstanding as of January 25, 1997, based upon information
received from the Company and as reported on the Company's most recent 10Q for
the quarter ending January 25, 1997.
As of the close of business on April 21, 1997:
(i) Plaza Securities Company ("Plaza") owns 441,348 Common shares
constituting 2.5% of the shares outstanding.
(ii) A. B. Edelman Management Co., Inc. ("Edelman Management") owns no
shares of Common Stock or Preferred Stock. As investment manager for Canal
Capital Corporation ("Canal") and as sole general partner of Edelman Value
Partners, L.P., Edelman Management may be deemed, by the provisions of Rule
13d-3, to be the beneficial owner of the 361,267 shares of Common Stock owned by
Canal and the 216,575 shares of Common Stock, the 5,100 shares of Preferred
Stock and the 36 Debentures (convertible in the aggregate to 12,188 shares)
owned by Edelman Value Partners, L.P., respectively, totalling 590,030
beneficially owned shares. Such shares constitute approximately 3.3% of the
shares outstanding (based upon 17,670,546 Common shares which would be
outstanding following conversion of the Edelman Value Partners' Preferred Stock
and Debentures).
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(iii) Canal Capital Corporation ("Canal") owns 361,267 shares of Common
Stock constituting 2.0% of the Common shares outstanding.
(iv) Edelman Value Partners, L.P. owns 216,575 shares of Common Stock,
5,100 shares of Preferred Stock, currently convertible into 10,200 Common shares
and 36 Debentures, currently convertible into 1,988 Common shares, or a total of
228,763 beneficially owned shares, which constitute 1.3% of the shares
outstanding (based upon 17,670,546 Common shares outstanding following
conversion of the Preferred Stock and Debentures).
(v) Regina M. Edelman owns 201,460 shares of Common Stock constituting 1.1%
of the shares outstanding. Further by reason of the provisions of Rule 13d-3,
Asher B. Edelman may be deemed to beneficially own such shares although such
shares are expressly disclaimed by Mr. Edelman.
(vi) Edelman Value Fund, Ltd. owns 428,800 shares of Common Stock, 9,100
shares of Preferred Stock, currently convertible into 18,200 Common shares and
97 Debentures currently convertible into 5,356 Common shares or a total of
452,356 beneficially owned shares, which constitute 2.6% of the shares
outstanding (based upon 17,681,914 Common shares outstanding following
conversion of the Preferred Stock and the Debentures.)
(vii) Felicitas Partners, L.P. owns 6,290 shares of Common Stock
constituting less than 0.1% of the shares outstanding.
(viii) A. B. Edelman Limited Partnership owns 950,383 shares of Common
Stock constituting 5.4% of the shares outstanding.
(ix) The Uniform Gifts To Minors accounts for Mr. Edelman's three (3)
daughters for which he is custodian own a total of 21,000 shares of Common Stock
constituting 0.1% of the Common shares outstanding.
(x) Asher B. Edelman owns 5,000 shares of Common Stock in a Keough plan. He
currently holds exercisable employee and director options on 188,333 shares of
Common Stock, constituting approximately 1.1% of the shares outstanding (based
upon the 17,846,691 Common 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 2,997,107 shares of Common Stock
beneficially owned by the foregoing persons and himself (which include options
on 188,333 shares and 35,744 shares underlying the converted Preferred Stock and
Debentures), constituting approximately 16.7% of the Common shares outstanding
(based upon the 17,882,435 shares which would be outstanding following the
exercise of such options and the conversion of such Preferred Stock and
Debentures).
(xi) The Canal Capital Corporation Retirement Plan (the "Plan") owns
128,681 shares of Common Stock constituting 0.7% of shares outstanding.
(xii) The Datapoint Corporation Supplemental Executive Retirement Plan
("Datapoint Plan") owns 364,000 shares of Common Stock constituting 2.1% of the
shares outstanding.
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(xiii) Certain other persons who are related to, affiliated with or
customers of Mr. Edelman own Common Stock but are not members of the group of
reporting persons due to the absence of voting or dispositive power over such
shares. Such persons include: (A) Penelope Edelman, Mr. Edelman's former wife,
who owns 81,904 shares of Common Stock constituting 0.4% of the shares
outstanding; (B) three Uniform Gifts To Minors Accounts for the benefit of
children of Mr. Edelman, of which Mr. Edelman's former wife is custodian, own
140,907 shares of Common Stock constituting approximately 0.8% 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 41,415 shares of Common Stock
constituting 0.2% of the Common shares outstanding; and (D) Mildred Ash owns
248,772 shares of Common Stock constituting 1.4% of the shares outstanding. Mr.
Edelman expressly disclaims beneficial ownership of the foregoing shares.
(xiv) 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 and Preferred Stock (based upon information reported by the
Company or such individuals in public filings): (A) Gerald N. Agranoff, a
director of Canal, a general partner of Plaza, an executive officer of Edelman
Management, and a Trustee of the Datapoint Plan, currently owns 58,333 shares of
Common Stock (consisting of exerciseable employee and director options for
58,333 shares), constituting approximately 0.3% of the outstanding shares; and
(B) Irving Garfinkel, a general partner of Plaza and an officer of Edelman
Management currently owns 25,000 shares of Common Stock (consisting of
exerciseable director options for 25,000 shares) constituting approximately 0.1%
of the outstanding shares. Mr. Edelman expressly disclaims ownership of the
foregoing shares.
Item 5(c) is hereby amended as follows:
(c) All transactions in the Common Stock and in the Preferred Stock
presently convertible into Common Stock within the 60 days preceding this
Amendment by the reporting persons and, to the best knowledge of the reporting
persons, by the other named individuals and entities above are reported on
Schedule A hereto. Except as otherwise noted, all such transactions were open
market transactions.
(d) Not applicable.
(e) Not applicable.
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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: April 22, 1997
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/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, Edelman Value Partners, L.P.,
Felicitas Partners, L.P., A. B. Edelman Management
Co., Inc., Regina M. Edelman, Canal Capital
Corporation Retirement Plan and Datapoint
Corporation Supplemental Executive Retirement Plan
and Edelman Value Fund, Ltd. under powers of
attorney
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SCHEDULE A
(to Amendment No. 44 to Schedule 13D)
Transactions in Datapoint Corporation Common Stock ("Comm"). [Including
Preferred $1.00 Stock ("PfdA") and 8-7/8% Convertible Subordinated Debentures
("Deb") convertible into Common Stock]
<TABLE>
<CAPTION> No. Shares
Date Name Bought (Sold) Price
<C> <S> <C> <C>
02/28/97 Mildred Ash 1,000 Comm $1.
03/05/97 Regina Edelman 11,000 Comm $1.
03/05/97 Michael Schultz, Trustee 39,000 Comm $1.
03/07/97 Edelman Value Fund 40 Deb $20,100.
03/07/97 Edelman Value Partners 10 Deb $5,025.
03/07/97 Edelman Value Partners 11 Deb $5,472.50
03/13/97 Edelman Value Fund 10 Deb $4,925.
03/14/97 Edelman Value Fund 1 Deb $492.50
03/20/97 Edelman Value Fund 21 Deb $10,342.50
03/24/97 Edelman Value Partners 5 Deb $2,462.50
03/25/97 Edelman Value Partners 8 Deb $3,940.
03/26/97 Edelman Value Fund 25 Deb $12,312.50
03/27/97 Edelman Value Fund 1,500 PfdA $2-1/8
03/31/97 Edelman Value Partners 2 Deb $985.
03/31/97 Edelman Value Fund 500 PfdA $2-1/8
04/02/97 Edelman Value Fund 100 PfdA $2-1/8
04/03/97 Edelman Value Partners 10,400 Comm $.8750
04/03/97 Edelman Value Partners 600 PfdA $2-1/8
04/04/97 Edelman Value Partners 300 Comm $.8750
04/04/97 Edelman Value Partners 500 PfdA $2-1/8
04/07/97 Edelman Value Partners 400 Comm $.8750
04/09/97 Edelman Value Fund 4,900 Comm $.8750
04/11/97 Edelman Value Partners 4,000 PfdA $2-3/8
04/11/97 Edelman Value Partners 15,000 Comm $.9375
04/11/97 Edelman Value Fund 7,000 PfdA $2-3/8
04/11/97 Edelman Value Fund 35,000 Comm $.9375
04/14/97 Edelman Value Fund 11,500 Comm $.9375
04/16/97 Edelman Value Fund 10,000 Comm $1.
04/16/97 Edelman Value Fund 11,800 Comm $.9375
04/16/97 Edelman Value Partners 10,000 Comm $.9375
04/17/97 Edelman Value Fund 5,000 Comm $1.
04/17/97 Edelman Value Fund 7,600 Comm $.9375
04/18/97 Edelman Value Partners 6,000 Comm $.9375
04/18/97 Edelman Value Partners 5,000 Comm $1.
04/21/97 Edelman Value Partners 5,000 Comm $1.
04/21/97 Edelman Value Partners 1,000 Comm $.9375
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