UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
DATAMARINE INTERNATIONAL, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
238045108
(CUSIP Number)
David C. Thompson
SEA Inc. of Delaware, 7030 - 220th Street S.W.,
Mountlake Terrace, WA 98043; Tel: (206) 771-2182
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 22, 1994 and November 21, 1994
(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 this 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.)
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 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 ("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).
CUSIP NO. 238045108 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PETER DAMON BROWN ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS* PF:OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 215,437 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 79,091 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 215,437 shares
10 SHARED DISPOSITIVE POWER
79,091 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
294,528 shares (including options for the purchase of 6,000 shares
which are currently exercisable)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 238045108 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID MITCHELL BROWN ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS* PF:OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 87,003 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0- shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 87,003 shares
10 SHARED DISPOSITIVE POWER
-0- shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,003 shares (including options for the purchase of 1,500 shares
which are currently exercisable)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 238045108 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ADAM ROBERT BROWN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS* PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,500 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0- shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,500 shares
10 SHARED DISPOSITIVE POWER
-0- shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
The purpose of this filing is to serve as Amendment No. 11 to the
Schedule 13D filed by Peter Damon Brown with respect to his beneficial
ownership of the common stock, $.01 par value per share (the "Common
Stock"), of Datamarine International, Inc. (the "Issuer") on May 6, 1982, as
amended by Amendment No. 2 thereto filed on March 23, 1987, by Amendment No.
3 thereto filed on June 11, 1987, by Amendment No. 4 thereto filed on
September 18, 1987, by Amendment No. 5 thereto filed on December 10, 1987,
by Amendment No. 6 thereto filed on January 29, 1988, by Amendment No. 7
thereto filed on December 13, 1988, by Amendment No. 8 thereto filed on
January 8, 1990, by Amendment No. 9 thereto filed on August 17, 1990 and by
Amendment No. 10 thereto filed on November 2, 1994. Amendment No. 3 served
as the initial filing of David M. Brown and Penobscot Corporation on
Schedule 13D in respect of their ownership of the Common Stock of the
Issuer. Amendment No. 5 served as the initial filing of Adam R. Brown and
Royal Mile Corporation on Schedule 13D in respect of their ownership of the
Common Stock of the Issuer. Except as amended or supplemented by this
Amendment No. 11, the information contained in Schedule 13D as modified by
its first ten amendments remains accurate in all material respects.
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock of Datamarine
International, Inc., a Massachusetts corporation (the "Issuer"). The
Company's principal executive offices are located at 7030 - 220th Street
S.W., Mountlake Terrace, WA 98043.
Item 2. Identity and Background.
This Schedule 13D relates to each of the following persons:
* Peter Damon Brown
Address: P.O. Box 2692, Palm Beach, Florida 33480
Principal Occupation: Executive, Heather Hill Sportswear Co.,
545 Cedar Lane, Teaneck, New Jersey 07666
Citizenship: United States
* David Mitchell Brown
Business Address: 545 Cedar Lane, Teaneck, New Jersey 07666
Principal Occupation: Executive, Penobscot Management L.L.C.,
(same address as above)
Citizenship: United States
* Adam Robert Brown
Business Address: 545 Cedar Lane, Teaneck, New Jersey 07666
Principal Occupation: Attorney
Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration
(a) On July 22, 1994, David M. Brown received 77,544 shares of Common
Stock of Issuer from Penobscot Corporation, a corporation of which David M.
Brown is the sole shareholder and director. No consideration was paid by
David M. Brown for such shares. As a result of this transaction, Penobscot
Corporation no longer holds any shares of Common Stock of Issuer.
(b) On April 15, 1996, David M. Brown exercised (a) an option to
acquire 1,500 shares of Common Stock of Issuer at an exercise price of $4.00
per share, (b) an option to acquire 1,500 shares of Common Stock of Issuer
at an exercise price of $5.12 per share, and (c) an option to acquire 1,500
shares of Common Stock of Issuer at an exercise price of $8.62 per share.
The aggregate amount of funds used in acquiring these shares on exercise was
$26,010; the source of such funds was David M. Brown.
Item 4. Purpose of Transaction.
The purpose of the transactions reported under Item 3(a) was to
transfer the securities for tax-related purposes. The purpose of the
transaction reported under Item 3(b) was to acquire the shares of Common
Stock prior to the expiration of the options. None of Peter D. Brown, David
M. Brown and Adam R. Brown have any current plans or proposals that relate
to or would result in any of the actions or occurrences described in Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Peter D. Brown is the record owner of 209,437 shares of the issuer's
Common Stock, par value $.01 per share (the "Common Stock"), representing
16.1% of the issuer's issued and outstanding Common Stock. Peter D. Brown
has sole power to vote and dispose of these shares. Peter D. Brown is the
record owner with shared power with his co-trustees to vote and to dispose
of 79,091 shares of Common Stock, representing 6.1% of the Issuer's issued
and outstanding Common Stock, which shares are held in trust as follows:
21,050 shares in trust for his minor child; 58,041 shares in trust for the
Company's Employee Investment Plan. Peter D. Brown also holds currently
exercisable options to purchase 6,000 shares of Common Stock, representing
0.5% of the Issuer's outstanding Common Stock.
David M. Brown is the record owner of 85,503 shares of the issuer's
Common Stock, representing 6.6% of the Issuer's issued and outstanding
Common Stock. David M. Brown has the sole power to vote and dispose of all
of the shares held of record by him. David M. Brown also holds a currently
exercisable option to purchase 1,500 shares of Common Stock, representing
0.1% of the issuer's outstanding Common Stock.
Adam R. Brown is the beneficial owner of 2,500 shares of the Common
Stock, representing 0.2% of the Issuer's issued and outstanding Common
Stock. Adam R. Brown has sole power to vote and dispose of these shares.
Peter D. Brown, David M. Brown and Adam R. Brown are brothers.
During the past 60 days, the following transactions were effected: (a)
On April 15, 1996, David M. Brown exercised (i) an option to acquire 1,500
shares of Common Stock of Issuer at an exercise price of $4.00 per share,
(ii) an option to acquire 1,500 shares of Common Stock of Issuer at an
exercise price of $5.12 per share, and (iii) an option to acquire 1,500
shares of Common Stock of Issuer at an exercise price of $8.62 per share.
David M. Brown effected the exercise by providing notice to the Issuer of
his exercise of such options pursuant to the issuer's 1992 Stock Option Plan
for Non-Employee Directors and paying the aggregate exercise price to the
Issuer; and (b) On March 25, 1996, Peter Brown sold, in open-market
transactions, 10,000 shares of Common Stock of the Issuer at a sales price
of $9.25 per share.
In addition, on July 22, 1994, David M. Brown received 77,544 shares
of Common Stock of Issuer from Penobscot Corporation, a corporation of which
David M. Brown is the sole shareholder and director. No consideration was
paid by David M. Brown for such shares. As a result of this transaction, as
of July 22, 1994. Penobscot ceased being the beneficial owner of more than
five percent of the Common Stock of the Issuer. Penobscot Corporation no
longer holds any shares of Common Stock of Issuer.
In addition, on November 21, 1994, David M. Brown gifted 6,000 shares
of Common Stock of the Issuer to the Solomon Schechter Day School and 2,000
shares of the Common Stock of the Issuer to the Jewish Community Center of
Bergen County, New Jersey.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Two of the purposes of this Amendment No. 11 to Schedule 13D are (i)
to report the intention of Peter Brown, David Brown and Adam Brown,
henceforth, to no longer constitute a "group" with respect to the securities
of the Issuer, and to report that all future filings with respect to
transactions in such securities will be filed, if required, by the foregoing
persons individually and (ii) to clarify that there are no contracts,
arrangements, u nderstandings or relationships with respect to securities of
Issuer among or between any of Peter Brown, David Brown and/or Adam Brown.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: May 16, 1996
/s/ PETER D. BROWN
PETER D. BROWN
SIGNATURE
After reasonable inquiry and to best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: May 16, 1996
/s/ DAVID M. BROWN
DAVID M. BROWN
SIGNATURE
After reasonable inquiry and to best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: May 16, 1996
PENOBSCOT CORPORATION
By /s/ DAVID M. BROWN
David M. Brown, President
SIGNATURE
After reasonable inquiry and to best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: May 16, 1996
/s/ ADAM R. BROWN
ADAM R. BROWN
