UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
July 30, 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 11 Pages
Exhibit Index: 10
<PAGE>
Page 2 of 11 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 625,400
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
625,400
11 Aggregate Amount Beneficially Owned by Each Reporting Person
625,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.40%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 11 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 22,000
Shares
Beneficially 8 Shared Voting Power
Owned By 625,400
Each
Reporting 9 Sole Dispositive Power
Person 22,000
With
10 Shared Dispositive Power
625,400
11 Aggregate Amount Beneficially Owned by Each Reporting Person
647,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.59%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 11 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 24,500
Shares
Beneficially 8 Shared Voting Power
Owned By 625,400
Each
Reporting 9 Sole Dispositive Power
Person 24,500
With
10 Shared Dispositive Power
625,400
11 Aggregate Amount Beneficially Owned by Each Reporting Person
649,900
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.61%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 11 Pages
This Statement on Schedule 13D relates to shares of Common Stock,
$0.001 par value per share (the "Shares"), of Data Dimensions, Inc. (the
"Issuer"). This Statement is being filed by the Reporting Persons (as defined
herein) to report a recent acquisition of securities of the Issuer as a result
of which the Reporting Persons may be deemed to be the beneficial owners of more
than 5% of the total number of outstanding Shares.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the principal
executive office of the Issuer is 2000 Skyline Tower, 10900 NE 4th Street,
Bellevue, WA 98004.
Item 2. Identity and Background.
This statement is being filed on behalf of White Rock Capital,
L.P., a Texas limited partnership ("White Rock"), and Thomas U. Barton and
Joseph U. Barton, both United States citizens, the general partners of White
Rock (collectively, the "Reporting Persons"). This statement on Schedule 13D
relates to Shares that were acquired by White Rock on behalf of certain
institutional clients (the "White Rock Clients"). This statement also relates to
Shares and call options held for Joseph U. Barton's personal account and to call
options and certain other options acquired by Thomas U. Barton, for his own
personal account, pursuant to an arrangement between Donaldson, Lufkin &
Jenrette Securities Corporation and Thomas U. Barton providing for the trading
of options to acquire securities, including the Shares, at a strike price
typically equivalent to the current market price on the date such option is
acquired (the "DLJ Options").
White Rock is a limited partnership engaged in the investment and
investment management business. Thomas U. Barton and Joseph U. Barton are the
general partners of White Rock. The principal business address of each of White
Rock, Thomas U. Barton and Joseph U. Barton is 3131 Turtle Creek Boulevard,
Suite 800, Dallas, Texas 75219.
During the past five years, none of the Reporting Persons, and, to
the best of the Reporting Persons' knowledge, any other person identified in
response to this Item 2 has been (a) convicted in a criminal proceeding, or (b)
a party to any civil proceeding as a result of which he has been 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.
Item 3. Source and Amount of Funds or Other Consideration.
White Rock expended approximately $1,953,493 of the working
capital of the White Rock Clients to purchase the Shares reported herein as
being acquired since July 9, 1997, the date of a prior filing on Schedule 13D by
the Reporting Persons, reporting the ownership of less than 5% of the total
number of outstanding Shares. Thomas U. Barton expended approximately $86,641 of
his personal funds to purchase the options reported herein as having been
acquired since July 9, 1997, including the DLJ Options. Joseph U. Barton
expended approximately $142,618 of his personal funds to purchase the Shares and
options reported herein as being acquired since July 9, 1997.
The securities held for the accounts of the White Rock Clients,
Thomas U. Barton and Joseph U. Barton may be held through margin accounts
maintained with brokers, which extend margin credit as and when required to open
or carry positions in its margin accounts, subject to applicable federal margin
regulations, stock exchange rules and such firm's credit policies. The positions
which may be held in the margin accounts, including the Shares, are pledged as
collateral security for the repayment of debit balances in the respective
accounts.
<PAGE>
Page 6 of 11 Pages
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of the White Rock Clients, Joseph U. Barton and
Thomas U. Barton were acquired or disposed of for investment purposes. Neither
the Reporting Persons nor, to the best of their knowledge, any of the other
individuals identified in response to Item 2, has any plans or proposals that
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the
right to acquire, or cause to be acquired, additional securities of the Issuer,
to dispose of, or cause to be disposed, such securities at any time or to
formulate other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of general investment and
trading policies of the Reporting Persons and/or the White Rock Clients, market
conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) White Rock may be deemed the beneficial owner of the
625,400 Shares held for the accounts of the White Rock Clients (approximately
5.40% of the total number of Shares outstanding).
(ii) Thomas U. Barton may be deemed the beneficial owner of
647,400 Shares (approximately 5.59% of the total number of Shares outstanding
assuming the exercise of all options held for his account, including the DLJ
Options). This number consists of (1) 625,400 Shares held for the accounts of
the White Rock Clients and (2) 22,000 Shares issuable upon the exercise by
Thomas U. Barton of all options held for his account, including the DLJ Options.
(iii) Joseph U. Barton may be deemed the beneficial owner of
649,900 Shares (approximately 5.61% of the total number of Shares outstanding
assuming the exercise of all options held for his account). This number consists
of (1) 625,400 Shares held for the accounts of the White Rock Clients and (2)
24,500 Shares held for his account, assuming the exercise of all options held
for his account.
(b) (i) White Rock, Thomas U. Barton and Joseph U. Barton are
currently vested with shared power to direct the voting and disposition of the
625,400 Shares held for the accounts of the White Rock clients.
(ii) Thomas U. Barton is currently vested with the sole power to
direct the voting and disposition of the 22,000 Shares issuable upon exercise by
Thomas U. Barton of all options held for his account, including the DLJ Options.
(iii) Joseph U. Barton is currently vested with the sole power to
direct the voting and disposition of the 24,500 Shares held for his account,
assuming the exercise of all options held for his account.
(c) Except as disclosed on Annex A attached hereto, there have
been no transactions effected with respect to the Shares since July 9, 1997, the
date of a prior filing on Schedule 13D by the Reporting Persons, reporting the
ownership of less than 5% of the total number of outstanding Shares. All of the
transactions listed on Annex A, unless indicated otherwise, were executed in
routine brokerage transactions in the over-the-counter market.
<PAGE>
Page 7 of 11 Pages
(d) (i) 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.
(ii) Thomas U. Barton has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of, Shares issuable upon
exercise by Thomas U. Barton of the options currently held for his account,
including the DLJ Options.
(iii) Joseph U. Barton has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of Shares held for his
account, including Shares issuable upon the exercise of options currently held
for his account.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons and/or the White
Rock Clients may lend portfolio securities to brokers, banks or other financial
institutions. These loans typically obligate the borrower to return the
securities, or an equal amount of securities of the same class, to the lender
and typically provide that the borrower is entitled to exercise voting rights
and to retain dividends during the term of the loan. From time to time to the
extent permitted by applicable laws, each of the Reporting Persons and/or the
White Rock Clients may borrow securities, including the Shares, for the purpose
of effecting, and may effect, short sale transactions, and may purchase
securities for the purpose of closing out short positions in such securities.
Except as disclosed above, the Reporting Persons do not have any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Joint Filing Agreement dated August 8, 1997 by and among White
Rock, Thomas U. Barton and Joseph U. Barton.
<PAGE>
Page 8 of 11 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: August 8, 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>
Page 9 of 11 Pages
<TABLE>
<CAPTION>
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
DATA DIMENSIONS, INC.
Date of Nature of Number of
For the Account of Transaction Transaction Shares/Options Contracts Price Per Share/Option
- ------------------ ----------- ----------- ------------------------ ----------------------
<S> <C> <C> <C> <C>
The White Rock
Clients 07/23/97 Sell 10,000 24.124
07/31/97 Buy 25,000 22.655
08/05/97 Buy 40,000 28.647
Joe Barton 07/11/97 Buy 3,000 25.56
07/30/97 Buy 1,500 23.503
07/30/97 Buy 55 164.5 (Call Options)
07/30/97 Buy 45 170.75 (Call Options)
07/31/97 Buy 50 105.09 (Call Options)
08/04/97 Buy 20 216.25 (Call Options)
08/05/97 Buy 30 145.75 (Call Options)
Tom Barton 07/11/97 Buy 100 335.97 (DLJ Options)/4/
07/14/97 /1/
07/24/97 Sell 50 149.57 (Net Proceeds
07/25/97 /2/ per DLJ
07/29/97 /3/ Option)/4/
7/30/97 Buy 70 295.54 (DLJ Options)/4/
7/30/97 Buy 55 164.5 (Call Options)
7/30/97 Buy 45 170.75 (Call Options)
- ----------------
1 $11,250.00 additional consideration for DLJ Options paid.
2 $2,500.00 additional consideration for DLJ Options paid.
3 $1,875.00 additional consideration for DLJ Options paid.
4 The DLJ Options were purchased and sold in private transactions with Donaldson, Lufkin & Jenrette Securities Corporation.
</TABLE>
<PAGE>
Page 10 of 11 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated August 8, 1997 by and
among White Rock Capital, L.P., Thomas U. Barton and
Joseph U. Barton.................................................. 11
Page 11 of 11 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Data Dimensions, Inc. dated August 8, 1997 is,
and any amendments thereto signed by each of the undersigned shall be, filed on
behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934.
Date: August 8, 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
