<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 5)
Dynacore Holdings Corporation (f/k/a Datapoint Corporation)
-------------------------------------------------------------------------------
(Name of Issuer)
$1 Exchangeable Preferred Stock
-------------------------------------------------------------------------------
(Title of Class of Securities)
26779T100
-------------------------------------------------------------------------------
(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida 34102, (941) 262-8577
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 15, 2000
-------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent
(Continued on following pages)
(Page 1 of 5 pages)
----------------
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 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> 2
SCHEDULE 13D
<TABLE>
<CAPTION>
-------------------------------- ---------------------------
CUSIP NO. 26779T100 PAGE 2 OF 5 PAGES
-------------------------------- ---------------------------
<S> <C>
--------------------------------------------------------------------------------
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*
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 58,138***
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 51,900***
PERSON ---------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
58,138***
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
51,900***
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,038
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN-IA-00**
--------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See response to Item 3 herein.
*** See response to Item 5(b), herein.
2
<PAGE> 3
AMENDMENT NO. 5 TO ORIGINAL REPORT ON SCHEDULE 13D
This Amendment No. 5 to the statement on Schedule 13D filed on
behalf of Lloyd I. Miller, III ("Miller") relates to the $1 Exchangeable
Preferred Stock (the "Shares") of Dynacore Holdings Corporation, a Delaware
corporation ("the Company"). The purpose of this Amendment is to report that
since Miller's previous Schedule 13D filing, Miller has purchased additional
Shares.
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 Miller directly were purchased with money
generated by personal funds of Miller. The dollar amount of such purchases is
$161,689.00.
Miller is the advisor to Trust A-1 and Trust A-4 (the "Trusts"). The
Trusts were created pursuant to a Declaratory Judgment, signed by the Honorable
Wayne F. Wilke for the Court of Common Pleas, Probate Division, Hamilton County,
Ohio, on October 27, 1992, pursuant to which Trust A was split into four
separate trusts, two of which were Trust A-1 and Trust A-4. Trust A was created
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 48,400
shares are held in Trust A-4 and 3,500 shares are held in Trust A-1. Miller has
shared voting power and shared dispositive power for all such Shares held in the
Trusts.
All of the Shares purchased by Miller as advisor to the Trusts were purchased by
funds generated and held by the Trusts. The dollar amount of such purchases is
$5,480.00 for A-1 and $52,946.50 for Trust A-4.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended and restated as follows:
Miller acquired the Shares for investment purposes. Miller supports the
Company's proposed reorganization plan under Chapter 11 of the United States
Bankruptcy Code. In connection with such support, Miller agreed to be listed as
a member of a so called "ad hoc committee" of the Company's preferred
stockholders.
From time to time, Miller may acquire additional Shares or dispose of all
or some of the Shares which he owns. Of such Shares, 58,138 Shares are owned of
record by Miller directly; 48,400 Shares are owned by Trust A-4; 3,500 Shares
are owned of record by Trust A-1.
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 Paragraphs (a)
through (j), inclusive of Item 4 of the Schedule 13D.
3
<PAGE> 4
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) Miller is deemed to beneficially own 110,038 (17.2% of the
outstanding Shares, based on 641,446 Shares outstanding) As of the date hereof,
48,400 of such beneficially owned Shares are owned of record by Trust A-4, 3,500
of such beneficially owned Shares are owned of record by Trust A-1 and 58,138 of
such beneficially owned Shares are owned of record by Miller directly.
(b) Miller shares voting and dispositive power for all Shares held of
record in the following trusts: Trust A-1 and Trust A-4. Miller has sole voting
and dispositive power for all Shares held of record by Miller directly.
(c) The following tables detail the purchases by Miller on his own
behalf and Trust A-4 effected by Miller since Miller's last amended Schedule 13D
filing. All of the transactions were open market transactions.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
LLOYD I MILLER, III
-------------------
-------------------------------------------------------------------------------------------------------------------
DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE
------------------- -------------------------- ---------------
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
November 15, 2000 6,500 $1.50
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
TRUST A-4
---------
--------------------------------------------------------------------------------------------------------------------
DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE
------------------- -------------------------- ---------------
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
November 20, 2000 4,500 $1.50
--------------------------------------------------------------------------------------------------------------------
</TABLE>
(d) Entities other than Miller have the right to receive dividends
from and proceeds of the sales of Shares. Trust A-4 has the right to receive
dividends from and proceeds of the sale of 48,400 Shares. Trust A-1 has the
right to receive dividends from and proceeds of the sale of 3,500 Shares.
(e) Not applicable
4
<PAGE> 5
After reasonable inquiry and to the best of my knowledge and belief I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: November 27, 2000
By: /s/ Lloyd I. Miller, III
------------------------------
Lloyd I. Miller, III
5
