SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-4
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
DYNACORE HOLDINGS CORPORATION
(f/k/a DATAPOINT CORPORATION)
(Name of Issuer)
DYNACORE HOLDINGS CORPORATION
(Name of Person(s) Filing Statement)
8 7/8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2006
(Title of Class of Securities)
238100-AB-7
(CUSIP Number of Class of Securities)
GERALD N. AGRANOFF, DYNACORE HOLDINGS CORPORATION, 8410 DATAPOINT DRIVE,
SAN ANTONIO, TEXAS 78229-8500 (210) 593-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO: SELIG D. SACKS, ESQ. PRYOR CASHMAN SHERMAN & FLYNN LLP 410 PARK
AVENUE NEW YORK, NEW YORK 10022 (212) 421-4100
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
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$ 24,732,000 $ 4,946
Transaction Valuation(1) $24,732,000 Amount Of Filing Fee $4,946
/X/ Check box if any part of the fee is offset as provided by Rule 0-1l(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount previously paid: $4,946 Filing party: Datapoint Corporation
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Form or registration no.: Schedule 13e-4 Date filed: December 3, 1999
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(1) The filing fee is based on the total amount of consideration to be received
by debentureholders assuming all debentureholders tender.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement
relates:
[_] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
This Amendment No. 2 amends and supplements the Issuer Tender Offer Statement on
Schedule 13E-4 filed with the Securities and Exchange Commission on December 3,
1999 and amended by a Schedule 13E-4/A filed with the Securities and Exchange
Commission on December 6, 1999, the terms of which are incorporated herein by
reference. This Tender Offer Statement relates to the prospective tender offer
by Dynacore Holdings Corporation (formerly known as Datapoint Corporation), a
Delaware corporation (the "Company"), to purchase any and all of the $54,960,000
of outstanding principal amount of its 8 7/8% Convertible Subordinated
Debentures due June 1, 2006 (the "Debentures"), at a price per $1,000 principal
amount of Debenture, net to the seller in cash, equal to [$_____], upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
__________, 1999 and the related letter of transmittal (which are herein
collectively referred to as the "Offer"). The Offer as then contemplated would
have been made to all holders of Debentures, including officers, directors and
affiliates of the Company.
ITEM 11. ADDITIONAL INFORMATION.
The Company abandoned the Offer. The Company has filed a petition pursuant to
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware. The case has been assigned docket number
00-1853 (PWJ). The Company is currently in the process of being reorganized.
SIGNATURE
After due 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.
Dated: August 9, 2000
DYNACORE HOLDINGS CORPORATION
By: /s/ Phillip P. Krumb
Name: Phillip P. Krumb
Title: Acting Chief Financial Officer
