UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
CELLNET DATA SYSTEMS, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $ 0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
15115M-10-1
(CUSIP NUMBER)
*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 THE
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).
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SCHEDULE 13G
CUSIP NO. 15115M-10-1 PAGE 2 OF 5 PAGES
--- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Odyssey Partners, L.P. (E.I. No. 13-5614745)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 3,637,045
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 3,637,045
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,637,045
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4%
12 TYPE OF REPORTING PERSON*
PN
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ITEM 1 (A) - NAME OF ISSUER:
Cellnet Data Systems, Inc.
ITEM 1 (B) - ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
125 Shoreway Road
San Carlos, CA 94070
ITEM 2 (A) - NAME OF PERSON FILING:
Odyssey Partners, L.P.
ITEM 2 (B) - ADDRESS OF PRINCIPAL BUSINESS OFFICE:
31 West 52nd Street
New York, NY 10019
ITEM 2 (C) - CITIZENSHIP:
A Delaware limited partnership
ITEM 2 (D) - TITLE OF CLASS OF SECURITIES:
Common Stock, $ 0.001 par value
ITEM 2 (E) - CUSIP NO.:
15115M-10-1
ITEM 3:
Not Applicable
ITEM 4 - OWNERSHIP:
ITEM 4 (A) - AMOUNT BENEFICIALLY OWNED:
3,637,045
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ITEM 4 (B) - PERCENT OF CLASS:
9.4%
ITEM 4 (C) - NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
3,637,045
(ii) Shared power to vote or to direct the vote:
- 0 -
(iii) Sole power to dispose or to direct the disposition of:
3,637,045
(iv) Shared power to dispose or to direct the disposition of:
- 0 -
ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7 - IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
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ITEM 9 - NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10 - CERTIFICATION:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
ODYSSEY PARTNERS, L.P.
By: /s/ Jack Nash
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Jack Nash
General Partner
Dated: February 11, 1997
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