<PAGE>
THIS SCHEDULE 13D AMENDMENT WAS PREVIOUSLY FILED IN PAPER FORMAT
AND IS NOW BEING FILED (WITHOUT EXHIBITS) PURSUANT TO RULE
101(a)(2)(ii) OF REGULATION S-T AND RULE 13d-2(c) UNDER THE
SECURITIES EXCHANGE ACT OF 1934.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ELXSI Corporation
- ----------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
- ----------------------------------------------------------------
(Title of Class of Securities)
268613205
------------------------------
(CUSIP Number)
Mr. W. R. Cotham
2600 First City Bank Tower, Fort Worth, Texas 76102
(817) 390-8465
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30, 1992
------------------------------------
(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
[ ].
*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).
**The total number of shares reported herein is 2,008,839, which
constitutes approximately 31.3% of the total number of shares
outstanding, assuming, pursuant to Rule 13d-3(d)(1)(i), that
there are 6,412,533 shares outstanding. Unless otherwise
specifically stated, all ownership percentages set forth herein
assume that there are 5,381,633 shares outstanding. ALL
REFERENCES HEREIN TO NUMBERS OF SHARES OF THE STOCK REFLECT A 1-
FOR-25 REVERSE STOCK SPLIT THAT OCCURRED ON MAY 27, 1992.
PAGE
<PAGE>
13D
CUSIP No. 268613-205 Page 2 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
The Airlie Group, 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 and OO (See Item 3)
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 1,586,401(1)(2)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 1,586,401(1)(2)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,586,401(1)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%(3)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire 811,638
shares of the Stock.
(2) Power is exercised through its sole general partner, EBD
L.P.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 6,193,271 shares of the Stock outstanding.
PAGE
<PAGE>
13D
CUSIP No. 268613-205 Page 3 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
EBD L.P.
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
N/A
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 1,586,401(1)(2)(3)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 1,586,401(1)(2)(3)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,586,401(1)(3)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%(4)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire 811,638
shares of the Stock.
(2) Power is exercised through its sole general partners,
Dort A. Cameron, III and TMT-FW, Inc.
(3) Solely in its capacity as the sole general partner of The
Airlie Group, L.P.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 6,193,271 shares of the Stock outstanding.
PAGE
<PAGE>
13D
CUSIP No. 268613-205 Page 4 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
Dort A. Cameron, III
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
N/A
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF -0-
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,586,401(1)(2)
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
1,586,401(1)(2)
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,586,401(1)(2)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%(3)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire 811,638
shares of the Stock.
(2) Solely in his capacity as one of two general partners of
EBD L.P.
(3) Assumes pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 6,193,271 shares of the Stock outstanding.
PAGE
<PAGE>
13D
CUSIP No. 268613-205 Page 5 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
TMT-FW, Inc.
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
N/A
_________________________________________________________________
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
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF -0-
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,586,401(1)(2)(3)
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
1,586,401(1)(2)(3)
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,586,401(1)(3)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%(4)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire 811,638
shares of the Stock.
(2) Power is exercised through its President, Thomas M. Taylor.
(3) Solely in his capacity as one of two general partners of
EBD L.P.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 6,193,271 shares of the Stock outstanding.
PAGE
<PAGE>
13D
CUSIP No. 268613-205 Page 6 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
Thomas M. Taylor
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
N/A
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF -0-
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,586,401(1)(2)
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
1,586,401(1)(2)
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,586,401(1)(2)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%(3)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire 811,638
shares of the Stock.
(2) Solely in his capacity as the President of TMT-FW, Inc.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 6,193,271 shares of the Stock outstanding.
PAGE
<PAGE>
13D
CUSIP No. 268613-205 Page 7 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
Milley Management Incorporated
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
OO - Contribution from Stockholder and see Item 3
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 287,366(1)(2)(3)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 287,366(1)(2)(3)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
287,366(1)(2)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%(4)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
(1) Assumes the exercise of (a) Series A Warrants to acquire
150,500 of such shares of the Stock and (b) Series C Warrants to
acquire 68,762 of such shares of the Stock. (2) Solely in its
capacity as a controlling person of Cadmus with respect to 1,000
of such shares of the Stock. (3) Power is exercised through its
President, Alexander M. Milley. (4) Assumes, pursuant to Rule
13d-3(d)(1)(i) of the Act, that there are 5,600,895 shares of the
Stock outstanding.
PAGE
<PAGE>
13D
CUSIP No. 268613-205 Page 8 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
Alexander M. Milley
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
N/A
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 767,366(1)(2)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 767,366(1)(2)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,366(1)(2)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%(3)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
(1) Assumes the exercise by ELX Limited Partnership of options
to acquire 480,000 shares of the Stock and the exercise by Milley
Management Incorporated of Warrants to acquire 219,262 shares of
the Stock. (2) Solely in his capacities as the President of
Milley Management Incorporated and Cadmus Corporation, and as the
sole general partner of ELX Limited Partnership. (3) Assumes,
pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are
5,600,895 shares of the Stock outstanding.
PAGE
<PAGE>
13D
CUSIP No. 268613-205 Page 9 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
ELX Limited Partnership
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
OO - Contributions from Partners
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 480,000(1)(2)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 480,000(1)(2)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,000(1)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
(1) Assumes the exercise of an option to acquire 369,800 of such
shares from The Airlie Group, L.P. and of an option to
acquire 110,200 of such shares from Continental Illinois
Equity Corporation.
(2) Power is exercised through its sole general partner,
Alexander M. Milley.
PAGE
<PAGE>
13D
CUSIP No. 268613-205 Page 10 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
Robert C. Shaw
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
See Item 3
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 19,343
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 19,343
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,343
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
PAGE
<PAGE>
13D
CUSIP No. 268613-205 Page 11 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
Kevin P. Lynch
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
See Item 3
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 3,307
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 3,307
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,307
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
<PAGE>
<PAGE>
13D
CUSIP No. 268613-205 Page 12 of __
Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
Thomas R. Druggish
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
See Item 3
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 2,222
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 2,222
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,222
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
PAGE
<PAGE>
13D
CUSIP No. 268613-205 Page 13 of __
Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
Cadmus Corporation
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 1,000(1)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 1,000(1)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
(1) Power is exercised through its President, Alexander M.
Milley.
PAGE
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Act"), the undersigned hereby amend their
Schedule 13D Statement dated September 8, 1989, as amended by
Amendment No. 1 dated October 2, 1989 and by Amendment No. 2
dated January 29, 1990 (the "Schedule 13D"), relating to the
Common Stock, par value $0.001 per share (the "Stock"), of ELXSI,
Corporation (the "Issuer"). Unless otherwise indicated, all
defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
Item 1. Security and Issuer.
Item 1 hereby partially is amended by adding at the end
thereof, the following:
In connection with a 1-for-25 reverse stock split that
occurred on May 27, 1992, the CUSIP number of the Stock was
changed to 268613205.
Item 2. Identity and Background.
Paragraphs (a)-(c) of Item 2 hereby partially are amended by
adding at the end thereof, the following:
(a) As a result of the transactions described herein, each
of Robert C. Shaw ("RCS"), Kevin P. Lynch ("KPL"), Thomas R.
Druggish ("TRD"), Milley Management Incorporated, a Delaware
corporation ("MMI"), and Cadmus Corporation, a Massachusetts
corporation ("Cadmus"), are joining in the Schedule 13D as
Reporting Persons. In May, 1991, MAC merged with and into MMI.
As a result, all references to MAC in the Schedule 13D shall be
deemed references to MMI.
(b)-(c)
RCS' principal occupation or employment is serving as a
principal of MMI. RCS, business address is 115 East Putnam
Avenue, Greenwich, Connecticut 06830.
KPL
KPL's principal occupation or employment is serving as a
principal of MMI. KPL's business address is 115 East Putnam
Avenue, Greenwich, Connecticut 06830.
TRD
TRD's principal occupation or employment is serving as a
principal of MMI. TRD's business address is 115 East Putnam
Avenue, Greenwich, Connecticut 06830.
MMI
MMI is a Delaware corporation the principal business of which
is engaging in investment and management consulting. The
principal business address of MMI, which also serves as its
principal office, is 115 East Putnam Avenue, Greenwich,
Connecticut 06830. Pursuant to Instruction C to Schedule 13D of
the Act, the name, residence or business address and present
principal occupation or employment of each director, executive
officer and controlling person of MMI are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
AMM See answers above. See answers above.
Cadmus
Cadmus is a Massachusetts corporation the principal business
of which is serving as a holding company for shares of the Stock.
The principal business address of Cadmus, which also serves as
its principal office, is @5 East Putnam Avenue, Greenwich,
Connecticut 06830. Pursuant to Instruction C to Schedule 13D of
the Act, the name, residence or business address and present
principal occupation or employment of each director, executive
officer and controlling person of Cadmus are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
MMI See answers above. See answers above.
AMM See answers above. See answers above.
RCS See answers above. See answers above.
Philip F. 24 Crest Hollow Ln. Principal of Philip
Strassler Searingtown, F. Strassler, CPA,
NY 11507 PC
Philip F. Strassler, CPA, PC ("PFS,CPA"), is a New York
professional corporation the principal business of which is
providing accounting services. The principal business address of
PFS,CPA is 24 Crest Hollow Lane, Searingtown, New York 11507.
In addition, paragraphs (b)-(c) of Items 2 hereby are amended
in their entirety as to AMM only to read as follows:
AMM
AMM's principal occupation or employment is serving as the
President of MMI. AMM's business address is 115 East Putnam
Avenue, Greenwich, Connecticut 06830.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 hereby is amended in its entirety to read as follows:
The source and amount of funds used or to be used by the
Reporting Persons to purchase shares of the Stock are as follows:
Reporting Person Source of Funds Amount of Funds
TAG Working Capital(1); $6,476,793.25(2)(3)
(2)
EBD Not Applicable Not Applicable
DAC Not Applicable Not Applicable
TMT-FW Not Applicable Not Applicable
TMT Not Applicable Not Applicable
MMI Working Capital(1);
(2); Contribution
from Stockholder
(4); (5) $1,210,767.79(2)(6)
AMM Not Applicable Not Applicable
ELX Contributions
from Partners(4) $1,500,000.00(7)
RCS (2) $ 101,550.75(2)
KPL (2) $ 17,361.75(2)
TRD (2) $ 11,665.50(2)
Cadmus (8) (8)
(1) As used herein, the term "Working Capital" includes
income from the business operations of the entity plus sums
borrowed from banks and brokerage firm margin accounts to operate
such business in general. None of the funds reported herein as
"Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the
Stock.
(2) Pursuant to the transactions described in Item 4,
effective October 30, 1992 all Cadmus shareholders agreed to
exchange approximately 98.6% of their Cadmus shares for shares of
the Stock, which had a closing sale price per share on that date
of $5.25, as reported by NASDAQ. Accordingly, for the purposes
of this filing the value of the Cadmus shares exchanged by those
Reporting Persons who are Cadmus shareholders is considered to be
the number of shares of Stock respectively received by such
Reporting Persons multiplied by $5.25, as follows:
Number of Shares Value of
Reporting of Stock Received Cadmus Shares
Person in Exchange Surrendered in Exchange
TAG 35,163 $184,605.75
MMI 50,023 $262,620.75
RCS 19,343 $101,550.75
KPL 3,307 $ 17,361.75
TRD 2,222 $ 11,665.50
(3) This figure represents the aggregate amount of funds
that were used by TAG to acquire 960,000 shares of the Stock and
that were to be used by TAG to acquire 1,053,500 shares of the
Stock (assuming the exercise in full of Series A Warrants that
were held by it to acquire such shares) prior to the sale
described in Item 4 of Amendment No. 2 to the Schedule 13D.
Therefore such figure does not accurately reflect the aggregate
of TAG's current net investment in shares of the Stock and the
amount of funds to be used by TAG to acquire the 811,638 shares
of the Stock issuable to it assuming the exercise in full of its
remaining Series A Warrants to acquire such shares, which
aggregate net amount totals $5,032,224.25. See also footnote 2.
(4) None of the funds reported herein as "Contribution from
Stockholder" or "Contributions from Partners" were borrowed or
otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(5) Pursuant to the transactions described in Item 4, MMI
surrendered a Cadmus warrant for approximately 8.4% of Cadmus
common stock (on a fully-diluted basis) (the "Old Cadmus
Warrant") in exchange for (a) a Series C Warrant of the Issuer to
acquire an aggregate of 68,762 shares of the Stock at a current
exercise price of $4.36 per share, subject to antidilution
adjustment (the "Series C Warrant"), (b) 0.3 new Cadmus shares
and (c) a new Cadmus warrant for 0.7 Cadmus shares (the "New
Cadmus Warrant") ((b) and (c) together constituting 50% of Cadmus
equity on a fully-diluted basis).
(6) Of this amount, (1) $470,312.50 represents the
aggregate amount of funds to be used by MMI to acquire 150,500
shares of the Stock (assuming the exercise in full of its Series
A Warrants), and does not reflect a $50,000 placement fee paid to
MMI by the Issuer, (b) $361,000.50 represents the sum of (i) the
aggregate funds to be used by MMI to acquire 68,762 shares of the
Stock (assuming the exercise in full of its Series C Warrants)
and (ii) the value of the Old Cadmus Warrant which, for the
purposes of this filing, is considered to be the number of
underlying shares of the Stock multiplied by the difference
between $5.25 and the exercise price of $4.36, or $0.89, and (c)
$116,834.04 represents the aggregate amount of funds to be used
to acquire, 17,081 shares of the Stock as described in Item 5(c).
(7) This figure assumes the exercise in full by ELX of its
option to acquire up to 369,800 shares of the Stock from TAG and
of its option to acquire up to 110,200 shares of the Stock from
Continental Illinois Equity Corporation.
(8) See Item 4.
Item 4. Purpose of Transaction.
Item 4 hereby partially is amended by adding at the end
thereof, the following:
Effective October 30, 1992, a series of transactions
involving the Issuer was closed (collectively, the "Transaction")
in which (1) a wholly-owned subsidiary of Cadmus was merged with
and into the Subsidiary, with the Subsidiary as the surviving
corporation, in consideration of which the Issuer issued to
Cadmus 751,000 shares of the Stock (the "Merger Shares") and the
Series C Warrant, (2) the Issuer and Cadmus entered into a
Registration Rights Agreement with respect to the securities that
Cadmus received from the Issuer pursuant to the merger (the
"Cadmus Registration Rights Agreement"), (3) each Cadmus
shareholder agreed to exchange approximately 98.6% of its Cadmus
shares for its pro rata part of 750,000 of the Merger Shares
pursuant to an Exchange Agreement (the "Cadmus Exchange
Agreement"), (4) MMI exchanged the Old Cadmus Warrant for (i) the
Series C Warrant, (ii) 0.3 new Cadmus shares and (iii) the New
Cadmus Warrant, and (5) the rights of Cadmus under the Cadmus
Registration Rights Agreement were assigned to the Cadmus
shareholders to the extent of the number of Merger Shares
received by them in exchange for the surrender of their Cadmus
shares.
A required waiver and consent to enter into the Transaction
was obtained from the holders of the Notes and the Additional
Notes, which were issued in 1991 as described below. A copy of
the form 6 of the Amendment, Waiver and Consent Agreement
evidencing such waiver and consent is attached hereto as Exhibit
PP.
The description of the Transaction and of the various
documents entered into in connection therewith set forth in this
Item 4 is not, and does not purport to be, complete, and is
qualified in its entirety by reference to Exhibits GG through MM,
and to Exhibit PP, to the Schedule 13D.
Agreement and Plan of Merger
Pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") dated as of October 16, 1992, by and among the
Issuer, the Subsidiary, Cadmus and Holdingcues, Inc., a Delaware
corporation and wholly-owned subsidiary of Cadmus
("Holdingcues"), a copy of which is attached hereto as Exhibit
GG, the parties agreed to the merger (the "Merger") of
Holdingcues, a manufacturer of sewer inspection equipment
primarily sold to municipalities, with and into the Subsidiary,
with the Subsidiary to be the surviving corporation and with the
Articles of Incorporation, Bylaws, Directors and officers of the
Subsidiary at the Effective Time (as defined therein) to be those
of the surviving corporation. In consideration of the Merger,
and at the Effective Time, all issued and outstanding shares of
Holdingcues were to be converted into the right to receive (a)
the Merger Shares and (b) the Series C Warrant. All conditions
to closing were either satisfied or waived, and the Merger
occurred on October 30, 1992.
Series C Warrant
Effective the Closing Date, the Issuer issued Series C
Warrant No. C-1, which is attached hereto as Exhibit HH, to
Cadmus.
The Series C Warrant is exercisable, in whole or in part, at
any time from October 30, 1992 until January 31, 1997, to
purchase an aggregate of 68,672 shares of the Stock at a price of
$4.36 per share, subject to antidilution adjustment. Upon
exercise of the Series C Warrant, the holder thereof may satisfy
its payment obligations, at its option, by certified check or by
surrender to the Issuer of (a) Issuer indebtedness, (b) equity
securities of the Issuer, (c) Issuer warrants (including the
Series C Warrant) or (d) a combination of the above, having an
aggregate value equal to the exercise price.
If, as a consequence of any restriction imposed by any
governmental authority under United States antitrust law, any
holder of the Series C Warrant is unable to exercise all or any
portion thereof without significant delay or loss of rights and
the holder is unable to sell the Series C Warrant, on terms
reasonably acceptable to such holder, to a third party who would
not be subject to such restriction or law, then, upon written
notice to the Issuer, the Issuer will repurchase from such holder
all or the portion of the Series C Warrant designated in the
notice for an amount equal to the difference between (1) the
current aggregate fair market value of the shares of the Stock
issuable upon exercise of the Series C Warrant and (2) the
aggregate exercise price of the Series C Warrant.
Cadmus Registration Rights Agreement
Pursuant to the Cadmus Registration Rights Agreement, a copy
of which is attached hereto as Exhibit II, the Issuer has granted
the registration rights described below to the Holders (as
defined therein) of the Merger Shares, the Stock issuable upon
exercise of the Series C Warrant and, in certain circumstances,
the Series C Warrant (collectively, the "Registrable Securities")
through September 30, 1994, subject to extension as provided
therein (the "Registration Period").
During the Registration Period and upon receipt of a written
request from the holders of 200,000 Registrable Securities (in
the case of a Form S-1 registration) or from the holders of
50,000 Registrable Securities (in the case of a Form S-3
registration), the Issuer will file a registration statement on
Form S-1 or Form S-3, as applicable, of the Securities and
Exchange Commission to register under the Securities Act of 1933,
as amended (the "Securities Act"), all of the eligible
Registrable Securities requested to be included in the
registration, subject to such pro rata reduction, if any, that
the underwriters of the offering may recommend. The Issuer is
not obligated to file more than a total of one such registration
statement on Form S-1 or more than six such registration
statements on Form S-3.
If at any time during the Registration Period the Issuer
proposes to file a registration statement under the Securities
Act on Form S-1, S-2 or S-3 (or successor forms) registering
shares of the Stock, it will give written notice to the holders
of Registrable Securities and include in such filing the number
of shares of Registrable Securities for which such holders
request registration, subject to such pro rata reduction, if any,
that the underwriters of the offering may recommend.
Notwithstanding the previous sentence, however, holders of
Registrable Securities will have no such rights with respect to
any registration statement that relates solely to shares of the
Stock or other securities to be issued by the Issuer pursuant to
an employee stock option, bonus or other plan or as consideration
for an acquisition of the capital stock or assets of another
person.
The Issuer generally will pay all expenses of any such
requested or incidental registration, except that (a) each holder
of Registrable Securities must pay all underwriting discounts and
commissions and incremental fees applicable to its Registrable
Securities included in the registration and (b) holders of
Registrable Securities included in any demand registration on
Form S-1 shall pay all expenses of registration if the demand is
made (1) before April 1, 1993 or (2) after the date that such
holders have received written notice that the Company has
qualified for registration on Form S-3. The Cadmus Registration
Rights Agreement specifically provides for such rights to inure
to the pro rata benefit of the Cadmus shareholders who acquired
an aggregate of 750,000 of the Merger Shares pursuant to the
Cadmus Exchange Agreement, as described below.
The Cadmus Registration Rights Agreement includes certain
other customary terms, including indemnification and standstill
provisions.
Cadmus Exchange Agreement
The Cadmus Exchange Agreement, a copy of which is attached
hereto as Exhibit JJ, provides for (1) the exchange by each
Cadmus shareholder of approximately 98.6% of its Cadmus shares
for its pro rata portion of 750,000 of the Merger Shares, (2) the
surrender by MMI of the Old Cadmus Warrant in exchange for (a)
the Series C Warrant, (b) 0.3 new Cadmus shares and (c) the New
Cadmus Warrant (a copy of which is attached hereto as Exhibit LL)
((b) and (c) together constituting 50% of Cadmus equity on a
fully-diluted basis). Series C Warrant No. C-2, issued to MMI
upon transfer of the Series C Warrant from Cadmus, is attached
hereto as Exhibit KK and contains identical provisions to Series
C Warrant No. C-1.
Other provisions of the Cadmus Exchange Agreement dealt with
internal matters of corporate governance, as set for therein.
As a result of the transactions described herein, shares of
the Stock may cease to be listed on the National Market System
("NMS") of the National Association of Securities Dealers, Inc.
Automated Quotation System under the terms of the NMS listing
requirements.
Also, on June 27, 1991, Additional Notes were issued pursuant
to the Additional Debt Commitment. Copies of such Additional
Notes are attached hereto as Exhibits QQ, RR and SS,
respectively.
Also, effective June 28, 1991 and pursuant to the Assignment
of Management Agreement, a copy of which is attached hereto as
Exhibit NN, (1) the Issuer assigned to the Subsidiary and the
Subsidiary assumed from the Issuer all of the Issuer's rights and
obligations under the Management Agreement, (2) WNI assigned to
MMI and MMI assumed from WNI all of WNI's rights and obligations
under the Management Agreement and (3) each of the Issuer and WNI
was released and discharged from all further obligations under
the Management Agreement.
Also, pursuant to the Management Agreement Extension between
Subsidiary and MMI, a form of which is attached hereto as Exhibit
00, the Management Agreement was extended until September 30,
1995 and thereafter until terminated by either party with the
approval of a majority of its Board of Directors on not less than
90 days' prior written notice.
Except as set forth in this Item 4, the Reporting Persons
have no present plans or proposals that relate to or that would
result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a)-(b) of Item 5 hereby are amended in their
entirety to read as follows:
(a)
TAG
The aggregate number of shares of the Stock that TAG owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,586,401,
which constitutes approximately 25.6% of the 6,193,271 shares of
the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of
the Act.
EBD
Because of its position as the sole general partner of TAG,
EBD may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 1,586,401 shares of the Stock, which
constitutes approximately 25.6% of the 6,193,271 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the
Act.
DAC
Because of his position as one of two general partners of
EBD, DAC may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 1,586,401 shares of the Stock, which
constitutes approximately 25.6% of the 6,193,271 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the
Act.
TMT-FW
Because of its position as one of two general partners of
EBD, TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed to
be the beneficial owner of 1,586,401 shares of the Stock, which
constitutes approximately 25.6% of the 6,193,271 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the
Act.
In his capacity as President and sole stockholder of TMT-FW,
TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 1,586,401 shares of the Stock, which
constitutes approximately 25.6% of the 6,193,271 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the
Act.
ML
The aggregate number of shares of the Stock that MMI owns
beneficially, pursuant to Rule 13d-3 of the Act, is 287,366,
which constitutes approximately 5.1% of the 5,600,895 shares of
the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of
the Act.
AMM
Because of his positions as the President of MMI and Cadmus,
and as the sole general partner of ELX, AMM may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 767,366
shares of the Stock in the aggregate, which constitutes
approximately 13.7% of the 5,600,895 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act.
The aggregate number of shares of the Stock that ELX owns
beneficially, pursuant to Rule 13d-3 of the Act, is 480,000,
which constitutes approximately 8.9% of the outstanding shares of
the Stock.
RCS
The aggregate number of shares of the Stock that RCS owns
beneficially, pursuant to Rule 13d-3 of the Act, is 19,343, which
constitutes approximately 0.4% of the outstanding shares of the
Stock.
KPL
The aggregate number of shares of the Stock that KPL owns
beneficially, pursuant to Rule 13d-3 of the Act, is 3,307, which
constitutes less than 0.1% of the outstanding shares of the
Stock.
TRD
The aggregate number of shares of the Stock that TRD owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,222, which
constitutes less than 0.1% of the outstanding shares of the
Stock.
Cadmus
The aggregate number of shares of the Stock that Cadmus owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,000, which
constitutes less than 0.1% of the outstanding shares of the
Stock.
Except as set forth above, to the best of the knowledge of
the Reporting Persons, none of the persons named in Item 2 herein
is the beneficial owner of any shares of the Stock.
(b)
TAG
Acting through its sole general partner and assuming the
exercise in full of all Series A Warrants held by it, TAG may be
deemed to have the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 1,586,401 shares of
the Stock.
Acting through its two general partners and as the sole
general partner of TAG, and assuming the exercise in full of all
Series A Warrants held by TAG, EBD may be deemed to have the sole
power to vote or to direct the vote and to dispose or to direct
the disposition of 1,586,401 shares of the Stock.
DAC
As one of two general partners of EBD and assuming the
exercise in full of all Series A Warrants held by TAG, DAC may be
deemed to have shared power to vote or to direct the vote and to
dispose or to direct the disposition of 1,586,401 shares of the
Stock.
TMT-FW
Acting through its President and as one of two general
partners of EBD, and assuming the exercise in full of all Series
A Warrants held by TAG, TMT-FW may be deemed to have shared power
to vote or to direct the vote and to dispose or to direct the
disposition of 1,586,401 shares of the Stock.
TMT
As the President and sole stockholder of TMT-FW and assuming
the exercise in full of all Series A Warrants held by TAG, TMT
may be deemed to have shared power to vote or to direct the vote
and to dispose or to direct the disposition of 1,586,401 shares
of the Stock.
MMI
Acting through its President and assuming the exercise in
full of all Series A Warrants and Series C Warrants held by it,
and as a controlling person of Cadmus, MMI may be deemed to have
the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 287,366 shares of the Stock in the
aggregate.
AMM
As the President of MMI and Cadmus, and as the sole general
partner of ELX, and assuming the exercise in full of (a) all
Series A Warrants and Series C Warrants held by MMI and (b) the
options to acquire 369,800 shares of the Stock from TAG and to
acquire 110,200 shares of the Stock from Continental Illinois
Equity Corporation held by ELX, AMM may be deemed to have the
sole power to vote or to direct the vote and to dispose or to
direct the disposition of 767,366 shares of the Stock in the
aggregate.
ELX
Acting through its sole general partner and assuming the
exercise in full of its options to acquire 369,800 shares of the
Stock from TAG and to acquire 110,200 shares of the Stock from
Continental Illinois Equity Corporation, ELX may be deemed to
have the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 480,000 shares of the Stock.
RCS
RCS has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 19,343 shares of the
Stock.
KPL
KPL has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 3,307 shares of the
Stock.
TRD
TRD has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 2,222 shares of the
Stock.
Cadmus
Acting through its President, Cadmus has the sole power to
vote or to direct the vote and to dispose or to direct the
disposition of 1,000 shares of the Stock.
(c)
Paragraph (c) of Item 5 hereby partially is amended by adding
at the end thereof the following:
During the past sixty (60) days, the Reporting Persons have
acquired shares of the Stock in the transactions described in
Item 4.
Also, in October, 1992, MMI agreed to purchase from Roger
Keech in a private transaction the 17,081 shares of the Stock
that Mr. Keech received as a result of the Transaction for the
price of $6.84 per share.
Also, on October 30, 1992, the Issuer granted to certain of
the Reporting Persons options to acquire shares of the Stock (the
"Options"), as follows:
Reporting Number of Shares Exercise
Person Subject to Option Price
AMM 30,000 $5.00
RCS 12,500 $5.00
KPL 20,000 $5.00
TRD 12,500 $5.00
The Options have a ten-year term but are not exercisable without
stockholder approval unless the Issuer's Board of Directors
waives such restriction.
Other than as set forth above, none of the persons named in
response to paragraph (a) has effected any transactions in shares
of the Stock during the past sixty (60) days.
(d)-(e)
No material change.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
No material change.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Agreement Pursuant to Rule 13d-l(f)(l)(iii), at
page 33.
Exhibit B -- Stock and Note Purchase Agreement, previously
filed with the Schedule 13D.
Exhibit C -- Form of Registration Rights Agreement,
previously filed with the Schedule 13D.
Exhibit D -- Form of Senior Subordinated Note, previously
filed with the Schedule 13D.
Exhibit E -- Form of Series A Warrant, previously filed with
the Schedule 13D.
Exhibit F -- Form of Management Agreement, previously filed
with the Schedule 13D.
Exhibit G -- Form of Standstill Letter, previously filed with
the Schedule 13D.
Exhibit H -- Option Agreement, previously filed with the
Schedule 13D.
Exhibit I -- Agreement of Limited Partnership of ELX Limited
Partnership, previously filed with the Schedule 13D.
Exhibit J -- Press Release, previously filed with the
Schedule 13D.
Exhibit K -- Power of Attorney of Alexander M. Milley,
previously filed with the Schedule 13D.
Exhibit L -- Power of Attorney of Milley & Company,
previously filed with the Schedule 13D.
Exhibit M -- Power of Attorney of ELX Limited Partnership,
previously filed with the Schedule 13D.
Exhibit N -- Evidence of Authorization, previously filed with
the Schedule 13D.
Exhibit O -- Press Release, previously filed with the
Schedule 13D.
Exhibit P -- Agreement between ELXSI Corporation and The
Airlie Group, L.P., previously filed with the Schedule 13D.
Exhibit Q -- Stock and Note Purchase Agreement, previously
filed with the Schedule 13D.
Exhibit R -- Senior Subordinated Note, previously filed with
the Schedule 13D.
Exhibit S -- Series A Warrant, previously filed with the
Schedule 13D.
Exhibit T -- Series B Warrant, previously filed with the
Schedule 13D.
Exhibit U -- Amended and Restated Registration Rights
Agreement, previously filed with the Schedule 13D.
Exhibit V -- Amended and Restated Option Agreement,
previously filed with the Schedule 13D.
Exhibit W -- Option Agreement, previously filed with the
Schedule 13D.
Exhibit X -- Amendment to Milley & Company Series A Warrant,
previously filed with the Schedule 13D.
Exhibit Y -- Power of Attorney of Dort A. Cameron III,
previously filed with the Schedule 13D.
Exhibit Z -- Power of Attorney of Milley & Company, at page
35.
Exhibit AA -- Power of Attorney of Alexander M. Milley, at
page 36.
Exhibit BB -- Power of Attorney of ELX Limited Partnership,
at page 37.
Exhibit CC -- Power of Attorney of Robert C. Shaw, at page
38.
Exhibit DD -- Power of Attorney of Kevin P. Lynch, at page
39.
Exhibit EE -- Power of Attorney of Thomas R. Druggish, at
page 40.
Exhibit FF -- Power of Attorney of Cadmus Corporation, at
page 41.
Exhibit GG -- Agreement and Plan of Merger dated as of
October 16, 1992 by and among ELXSI Corporation, ELXSI, Cadmus
Corporation and Holdingcues, Inc., at page 42.
Exhibit HH -- Form of Series C Warrant No. C-1 of ELXSI
Corporation, at page 85.
Exhibit II -- Form of Registration Rights Agreement dated as
of October 16, 1992 between ELXSI Corporation and Cadmus
Corporation, at page 116.
Exhibit JJ -- Form of Cadmus Corporation Exchange Agreement
dated as of October 16, 1992 by and among Cadmus Corporation, all
Cadmus Corporation shareholders and Milley Management
Incorporated, at page 133.
Exhibit KK Series Warrant No. C-2 of ELXSI Corporation, at
page 186.
Exhibit LL -- Warrant No. MMB-1 of Cadmus Corporation, at
page 217.
Exhibit MM -- Press Release, at page 241.
Exhibit NN -- Assignment of Management Agreement, at page
242.
Exhibit OO -- Form of Management Agreement Extension, at page
244.
Exhibit PP -- Form of Amendment, Waiver and Consent
Agreement, at page 246.
Exhibit QQ -- Copy of $312,500 Issuer Promissory Note dated
June 27, 1991, at page 248.
Exhibit RR -- Copy of $502,206.25 Issuer Promissory Note
dated June 27, 1991, at page 266.
Exhibit SS -- Copy of $1,685,293.75 Issuer Promissory Note
dated June 27, 1991, at page 284.
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
Dated: November 6, 1992
THE AIRLIE GROUP, L.P.,
a Delaware limited partnership
By: EBD, L.P.,
a Delaware limited
partnership,
General Partner
By: TMT-FW, Inc.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
EBD, L. P
a Delaware limited partnership
By: TMT-FW, Inc.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. Cotham,
attorney-in-fact for:
DORT A. CAMERON, III (1)
MILLEY MANAGEMENT INCORPORATED (2)
ALEXANDER M. MILLEY (3)
ELX LIMITED PARTNERSHIP (4)
ROBERT C. SHAW (5)
KEVIN P. LYNCH (6)
THOMAS R. DRUGGISH (7)
CADMUS CORPORATION (8)
<PAGE>
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Dort A. Cameron, III, previously has been filed
with the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Milley Management Incorporated is to be filed
with the Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Alexander M. Milley is attached hereto as
Exhibit AA.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of ELX Limited Partnership is attached hereto as
Exhibit BB.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Robert C. Shaw is attached hereto Exhibit CC.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Kevin P. Lynch is attached hereto Exhibit DD.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Thomas R. Druggish is attached hereto Exhibit
EE.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Cadmus Corporation is attached hereto as
Exhibit FF.
<PAGE>
EXHIBIT "A"
Pursuant to Rule 13d-1(f)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities Commission under
the Securities Exchange Act of 1934, as amended, the undersigned
agree that the statement to which this Exhibit is attached is
filed on behalf of capacities set forth hereinbelow.
THE AIRLIE GROUP, L.P.,
a Delaware limited partnership
By: EBD, L.P.,
a Delaware limited
partnership,
General Partner
By: TMT-FW, Inc.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
EBD, L.P,
a Delaware limited partnership
By: TMT-FW, Inc.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W.R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. Cotham,
attorney-in-fact for:
DORT A. CAMERON, III (1)
MILLEY MANAGEMENT INCORPORATED (2)
ALEXANDER M. MILLEY (3)
ELX LIMITED PARTNERSHIP (4)
ROBERT C. SHAW (5)
KEVIN P. LYNCH (6)
THOMAS R. DRUGGISH (7)
CADMUS CORPORATION (8)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Dort A. Cameron, III, previously has been filed
with the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Milley Management Incorporated is to be filed
with Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Alexander M. Milley is attached hereto as
Exhibit AA.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of ELX Limited Partnership is attached hereto as
Exhibit BB.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Robert C. Shaw is attached hereto as Exhibit
CC.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Kevin P. Lynch is attached hereto as Exhibit
DD.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Thomas R. Druggish is attached hereto as
Exhibit EE.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Cadmus Corporation is attached hereto as
Exhibit FF.
