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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. 1
MEGADATA CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE 585145105
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(Title of class of securities) (CUSIP number)
G.S. BECKWITH GILBERT DENNIS J. BLOCK, ESQ.
FIELD POINT CAPITAL MANAGEMENT COMPANY WEIL, GOTSHAL & MANGES
104 FIELD POINT ROAD 767 FIFTH AVENUE
GREENWICH, CT 06830 NEW YORK, NEW YORK 10153
(203) 629-8757 (212) 310-8000
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(Name, address and telephone number of person authorized to receive notices
and communications)
JUNE 6, 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.)
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CUSIP No. 585145105 13D-PAGE 2
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1 NAME OF REPORTING PERSON: G.S. Beckwith Gilbert
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:* PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
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NUMBER OF 7 SOLE VOTING POWER: 876,000 **
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 70,000 ***
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER 876,000 **
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 70,000 ***
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 946,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.7%
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14 TYPE OF REPORTING PERSON:* IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Of these shares, 156,000 shares are held in Mr. Gilbert's IRA account
and 200,000 shares are subject to a warrant.
*** Mr. Gilbert disclaims beneficial ownership of these shares, which are
held by the Gilbert Family Trust, of which he is a trustee.
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CUSIP No. 585145105 13D-PAGE 3
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1 NAME OF REPORTING PERSON: Gilbert Family Trust
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:* OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Connecticut
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NUMBER OF 7 SOLE VOTING POWER: 70,000
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: - 0 -
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER 70,000
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: - 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 70,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.8%
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14 TYPE OF REPORTING PERSON: OO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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This is Amendment No. 1 to a statement on Schedule 13D (the
"Original Schedule 13D") filed by G.S. Beckwith Gilbert relating to the shares
of Common Stock, par value $.01 per share (the "Common Stock"), of Megadata
Corporation, a New York corporation ("Megadata" or the "Company"), the principal
executive offices of which are located at 35 Orville Drive, Bohemia, New York
11716. Capitalized terms used herein have the meaning ascribed to them in the
Original Schedule 13D.
Item 2. Identity and Background
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This statement is being filed by Mr. Gilbert and the Gilbert
Family Trust (the "Trust") (Mr. Gilbert and the Trust will be hereinafter
sometimes referred to individually as a "Reporting Person" and collectively as
the "Reporting Persons"). Mr. Gilbert is a trustee of the Trust and,
accordingly, Mr. Gilbert and the Trust may be deemed to be a "group" solely for
purposes of Rule 13d-5(b).
The Trust is an irrevocable generation skipping trust
established under the laws of the State of Connecticut. The Trust's principal
business address is 35 Vista Drive, Greenwich, Connecticut 06830. The trustees
of the Trust are Mr. Gilbert, Katharine S. Gilbert and Michael P. Schumaecker
(each, individually, a "Trustee" and collectively, the "Trustees"). The
principal occupation and address of Mr. Gilbert is set forth in the Original
Schedule 13D. Mrs. Gilbert is a homemaker and her
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address is 35 Vista Drive, Greenwich, Connecticut 06830. Mr. Schumaecker is an
attorney and his principal business address is One Battery Park Plaza, New York,
New York 10004. Each of the Trustees is a citizen of the United States.
During the last five years, neither the Trust nor the Trustees
have been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or have been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which any of
them was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating actions subject to, federal or state
securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
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On June 6, 1997, Mr. Gilbert purchased 630,000 shares of
Common Stock from the Company for a total consideration of $450,000 (of which
140,000 shares of Common Stock were purchased by Mr. Gilbert's IRA account for
total consideration of $100,000). Of the total consideration paid by Mr. Gilbert
(including Mr. Gilbert's IRA account), $350,000 was paid in cash and the balance
by the surrender of a note in the principal amount of $100,000 evidencing a loan
previously made by Gilbert to the Company.
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On June 6, 1997, the Trust purchased 70,000 shares of Common
Stock from the Company for cash consideration of $50,000. The Trust paid for
these shares of Common Stock with its own funds.
Item 4. Purpose of Transaction
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On June 6, 1997, the Reporting Persons purchased an aggregate
of 700,000 shares of Common Stock pursuant to the terms of a letter agreement
between Mr. Gilbert and Megadata (the "Letter Agreement"). The Letter Agreement
provided that:
1. The 700,000 Share Warrant previously issued to Mr.
Gilbert and reported in the Original Schedule 13D has expired
without exercise.
2. The financing arrangement evidenced by the 200,000 Share
Warrant has been cancelled and, accordingly, the 200,000 Share Warrant
previously issued to Mr. Gilbert and reported in the Original Schedule 13D has
expired without exercise.
3. In consideration of Mr. Gilbert having made a third
$100,000 loan to Megadata, Megadata has agreed to issue to Mr. Gilbert a new
warrant for a term expiring on October 31, 1997 to purchase 200,000 shares of
Common Stock at a per share price of $0.75 and a new warrant to purchase 500,000
shares of Common Stock at a per share price equal to $1.25. The warrant to
purchase 500,000 shares will be exercisable only following the exercise in full
of the 200,000 Share Warrant referred to in the
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preceding sentence for a period commencing on November 1, 2000 and ending on
October 31, 2001. The warrant to purchase 500,000 shares also will contain
customary anti-dilution provisions and the exercisability of the warrant will be
accelerated upon the occurrence of certain events, including if any third party
makes a written proposal to merge with or acquire a material amount of the stock
or assets of Megadata, or if Megadata is in default of its obligations under any
of its loan agreements.
4. Mr. Gilbert has been elected as a director of Megadata and
from and after the date of the Letter Agreement has the right to designate two
additional persons to serve as directors of Megadata such that, following the
designation by Gilbert of such two additional persons as directors, the Megadata
Board of Directors will be comprised of six persons.
5. Mr. Gilbert has been elected Chairman of the Board
with Megadata's current President and CEO remaining in such
positions.
6. The borrowings due and owing to Mr. Gilbert under the
second demand note executed by the Company in favor of Mr. Gilbert will be
restructured to have, and the third $100,000 loan from Gilbert to Megadata will
have, a maturity of 2 years, an annual interest rate of 9%, collateral
comprising of all of the assets of Megadata, except the real estate of Megadata
and equipment in which John Keller has been granted and maintains a
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first lien. All accrued interest on the outstanding principal balance of the
loans from Mr. Gilbert to Megadata will be paid on a quarterly basis and the
principal balance of such loans will be repaid at the rate of $25,000 per
quarter.
The foregoing is subject in its entirety to the provisions of
the Letter Agreement, a copy of which is attached hereto and incorporated herein
by reference.
Item 5. Interest in Securities of the Issuer
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As of June 9, 1997:
(a) (i) Mr. Gilbert beneficially owns 946,000 shares of Common
Stock (including 156,000 shares held in Mr. Gilbert's IRA account, 200,000
shares which may be acquired upon the exercise of one of the warrants described
in Item 4 above and 70,000 shares held by the Trust), representing approximately
37.7% of the Company's outstanding shares of Common Stock (based upon 1,611,600
shares of Megadata Common Stock outstanding as reported in Megadata's Quarterly
Report on Form 10-Q for the quarter ended January 31, 1997, adjusted for the
issuance of 700,000 shares on June 6, 1997 by the Company to the Reporting
Persons and assuming the exercise of the warrant for 200,000 shares described
above in Item 4). Mr. Gilbert disclaims beneficial ownership of the shares held
by the Trust.
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(ii) The Trust beneficially owns 70,000 shares of
Common Stock, representing approximately 2.8% of the Company's outstanding
shares of Common Stock.
(b) Subject to the provisions of the Purchase Agreement
described in Item 4 of the Original Schedule 13D, Mr. Gilbert has sole power to
vote or to direct the vote and sole power to dispose or to direct the
disposition of the 876,000 shares of Common Stock beneficially owned by him and
shares with the other Trustees power to vote or to direct the vote and power to
dispose or to direct the disposition of the 70,000 shares beneficially owned by
the Trust.
(c) Except as set forth in Item 4 above, the Reporting Persons
have not effected any transactions in the Common Stock since the filing of the
Original Schedule 13D.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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Except as noted in Item 4 above and in the Original Schedule
13D, Mr. Gilbert does not have any contracts, arrangements, understandings or
relationships with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits
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(1) Letter Agreement, dated June 6, 1997, between G.S.
Beckwith Gilbert and Megadata Corporation.
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SIGNATURE
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After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: June 10, 1997 /s/ G.S Beckwith Gilbert
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G.S. Beckwith Gilbert
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SIGNATURE
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After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
The Gilbert Family Trust
Dated: June 10, 1997 By: /s/ G.S. Beckwith Gilbert
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G.S. Beckwith Gilbert
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