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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. 3)
Dynacore Holdings Corporation (f/k/a Datapoint Corporation)
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(Name of Issuer)
$1 Exchangeable Preferred Stock
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(Title of Class of Securities)
26779T100
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(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida 34102, (941) 262-8577
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 2, 2000
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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 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)
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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).
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SCHEDULE 13D
CUSIP NO. 26779T100 PAGE 2 OF 5 PAGES
<TABLE>
<CAPTION>
<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
NUMBER OF 7 SOLE VOTING POWER
SHARES 44,138***
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 35,900***
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 44,138***
PERSON WITH 10 SHARED DISPOSITIVE POWER
35,900***
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,038
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
14 TYPE OF REPORTING PERSON
-------
IN-00**
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See response to Item 3 herein.
*** See response to Item 5(b), herein.
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AMENDMENT NO. 3 TO ORIGINAL REPORT ON SCHEDULE 13D
This Amendment No. 3 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 2. Identity and Background
Item 2 is hereby amended and restated as follows:
This statement is filed by Lloyd I. Miller, III ("Miller"). Miller's
principal business address is 4550 Gordon Drive, Naples, Florida 34102. Miller's
principal occupation is providing advisory services. During the past five
years, Miller has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) and has not been a party to civil
proceedings of a judicial or administrative body of competent jurisdiction as a
result of which Miller 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 to
such laws. Miller is a United States citizen.
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
$137,633.50.
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
32,400 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 $24,350.00 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.
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From time to time, Miller may acquire additional Shares or dispose of
all or some of the Shares which he owns. Of such Shares, 44,138 Shares are owned
of record by Miller directly; 32,400 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.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) Miller is deemed to beneficially own 80,038 (12.5% of the
outstanding Shares, based on 641,446 Shares outstanding) As of the date hereof,
32,400 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 44,138 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-1 effected by Miller since Miller's last amended Schedule 13D
filing. All of the transactions were open market transactions.
<TABLE>
<CAPTION>
<S> <C> <C>
LLOYD I MILLER, III
DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE
August 15, 2000 2,500 $1.8125
October 2, 2000 1,500 $1.875
October 3, 2000 1,938 $1.875
TRUST A-1
DATE OF TRANSACTION NUMBER OF SHARES PURCHASED PRICE PER SHARE
July 10, 2000 2,500 $1.53
July 11, 2000 1,000 $1.655
</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 32,400 Shares. Trust A-1 has the
right to receive dividends from and proceeds of the sale of 3,500 Shares.
(e) Not applicable
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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: October 18, 2000
By: /s/ Lloyd I. Miller, III
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Lloyd I. Miller, III
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