UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DATA DIMENSIONS, INC.
--------------------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
--------------------------------------
(Title of Class of Securities)
237654207
-------------------
(CUSIP Number)
Patrick J. Dooley, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
---------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 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 disclosure
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).
Continued on following page(s)
Page 1 of 7 Pages
<PAGE>
Page 2 of 7 Pages
SCHEDULE 13D
CUSIP No. 237654207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
White Rock Capital, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 293,900
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
293,900
11 Aggregate Amount Beneficially Owned by Each Reporting Person
293,900
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
2.46%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 7 Pages
SCHEDULE 13D
CUSIP No. 237654207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas U. Barton
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF; AF
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 293,900
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
293,900
11 Aggregate Amount Beneficially Owned by Each Reporting Person
293,900
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
2.46%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 7 Pages
SCHEDULE 13D
CUSIP No. 237654207
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph U. Barton
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
PF; AF
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 293,900
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
293,900
11 Aggregate Amount Beneficially Owned by Each Reporting Person
293,900
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
2.46%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 7 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Common
Stock, $0.001 par value per share (the "Shares"), of Data Dimensions, Inc. (the
"Issuer"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D dated August 8, 1997 (the "Initial Statement"), filed by the
Reporting Persons (as defined in the Initial Statement). This Amendment No. 1 is
being filed by the Reporting Persons to report that the Reporting Persons have
disposed of Shares (and securities derivative thereof) held for their respective
accounts, and, as such, the Reporting Persons no longer may be deemed the
beneficial owners of five percent or more of the outstanding Shares of the
Issuer. Capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 3. Source and Amount of Funds or Other Consideration.
White Rock expended approximately $1,630,113 of the working
capital of the White Rock Clients to purchase the Shares reported herein as
being acquired since August 8, 1997, the date of a prior filing on Schedule 13D
by the Reporting Persons. Thomas U. Barton expended approximately $9,640 of his
personal funds to purchase the options reported herein as having been acquired
since August 8, 1997. Joseph U. Barton expended approximately $118,726 of his
personal funds to purchase the Shares and options reported herein as being
acquired since August 8, 1997.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial
owner of the 293,900 Shares held for the accounts of the White Rock Clients
(approximately 2.46% of the total number of Shares outstanding).
(b) The Reporting Persons are currently vested with shared power
to direct the voting and disposition of the 293,900 Shares held for the accounts
of the White Rock Clients.
(c) Except as disclosed on Annex A attached hereto, there have
been no transactions effected with respect to the Shares since August 8, 1997,
the date of a prior filing on Schedule 13D by the Reporting Persons. All of the
transactions listed on Annex A, unless otherwise noted, were executed in routine
brokerage transactions in the over-the-counter market.
(d) The partners of each White Rock Client have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by the respective White Rock Client in accordance with their
partnership interests in the respective White Rock Client.
(e) Each of the Reporting Persons ceased to be a beneficial
owner of five percent or more of the outstanding Shares on August 25, 1997.
<PAGE>
Page 6 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 3, 1997 WHITE ROCK CAPITAL, L.P.
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
General Partner
/S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
----------------------------------
Joseph U. Barton
<PAGE>
<TABLE>
<CAPTION>
Page 7 of 7 Pages
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
DATA DIMENSIONS, INC.
Number of
Shares/
Date of Nature of Option Price Per
For the Account of Transaction Transaction Contracts Share/Option
- ------------------ ----------- ----------- --------- ------------
<S> <C> <C> <C> <C>
The White Rock 8/13/97 Sell 5,000 26.687
Clients 8/20/97 Buy 10,000 32.943
8/25/97 Sell 25,000 29.599
8/25/97 Sell 151,500 29.599
8/26/97 Sell 100,000 29.259
8/27/97 Buy 30,000 32.517
8/27/97 Buy 10,000 32.517
9/2/97 Sell 100,000 34.874
Joe Barton 8/08/97 Sell 3,000 26.814
8/08/97 Sell 1,500 26.854
8/08/97 Sell 50 225.152/1/
8/11/97 Sell 30 128.746/1/
8/11/97 Sell 40 166.744/1/
8/12/97 Buy 20 26.00 (Call Options)
8/12/97 Buy 70 32.25 (Call Options)
8/12/97 Buy 20 241.5 (Call Options)
8/13/97 Sell 30 191.743/1/
8/13/97 Sell 40 191.744/1/
8/14/97 Buy 2,000 27.002
8/15/97 Buy 100 28.498
8/15/97 Buy 1,900 28.56
8/21/97 Sell 2,000 31.442
8/22/97 Sell 2,000 30.689
Tom Barton 08/05/97 Buy 40 145.75 (Call Options)
08/05/97 Buy 30 127.00 (Call Options)
08/08/97 Sell 50 583.15/2/
08/08/97 Sell 70 672.07/2/
08/13/97 Sell 100 197.993/1/
- --------
1 Net proceeds per option.
2 Net proceeds per DLJ Option. The DLJ Options were sold in private
transactions with Donaldson, Lufkin & Jenrette Securities Corporation.
</TABLE>
