SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a)
(Amendment No. 13)(1)
ELXSI Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par value $.001 per share
(and associated Common Stock Purchase Rights)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
268613-205
- --------------------------------------------------------------------------------
(CUSIP Number)
Alexander M. Milley,
3600 Rio Vista Avenue, Suite A, Orlando, Florida 32805 (407) 849-1090
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 1998
- --------------------------------------------------------------------------------
(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.
(Continued on following pages)
Page 1 of 15 Pages
- ----------
(1) 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).
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 268613-205 PAGE 2 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander M. Milley
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,473,337**
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 0
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,473,337**
------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,473,337**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9%
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14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes: (i) shares held by other persons joining in this filing; and
(ii) shares that Mr. Milley and other persons joining in this filing
have the right to acquire.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 268613-205 PAGE 3 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Milley Management Incorporated
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 437,528**
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------
10 SHARED DISPOSITIVE POWER
437,528**
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,528**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
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14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Consists entirely of shares beneficially owned or held by Cadmus
Corporation and Azimuth Corporation.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 268613-205 PAGE 4 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELX Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 590,200
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 0
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
590,200
------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
590,200
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
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14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 268613-205 PAGE 5 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cadmus Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 209,328**
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 228,200**
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
209,328**
------------------------------------
10 SHARED DISPOSITIVE POWER
228,200**
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,528**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
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14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes (or consists of) 125,200 shares held by Azimuth Corporation.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 268613-205 PAGE 6 OF 15 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eliot Kirkland L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 231,109**
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 0
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
231,109**
------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,109**
- --------------------------------------------------------------------------------
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%
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14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes shares that Eliot Kirkland L.L.C. has the right to acquire.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 268613-205 PAGE 7 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Azimuth Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF/BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 228,200
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 0
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
228,200
------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
228,200
- --------------------------------------------------------------------------------
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%
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14 TYPE OF REPORTING PERSON
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
8
Alexander M. Milley ("AMilley"), Milley Management Incorporated, a
Delaware corporation ("MMI"), ELX Limited Partnership, a Delaware limited
partnership ("ELX"), Cadmus Corporation, a Massachusetts corporation ("Cadmus"),
Eliot Kirkland L.L.C., a Delaware limited liability company ("Kirkland"), and
Azimuth Corporation, a Delaware corporation ("Azimuth"), hereby amend their
statement on Schedule 13D dated September 8, 1989 (the "Original Statement"), as
amended by the Amendment No. 1 to the Original Statement dated October 2, 1989
("Amendment No. 1"), the Amendment No. 2 to the Original Statement dated January
29, 1990 ("Amendment No. 2"), the Amendment No. 3 to the Original Statement
dated November 6, 1992 ("Amendment No. 3"), the Amendment No. 4 to the Original
Statement dated June 4, 1993 ("Amendment No. 4"), the Amendment No. 5 to the
Original Statement dated October 8, 1993 ("Amendment No. 5"), the Amendment No.
6 to the Original Statement dated November 30, 1993 ("Amendment No. 6"), the
Amendment No. 7 to the Original Statement dated December 20, 1994 ("Amendment
No. 7"), the Amendment No. 8 to the Original Statement dated January 31, 1995
("Amendment No. 8"), the Amendment No. 9 to the Original Statement dated
September 20, 1995 ("Amendment No. 9"), the Amendment No. 10 to the Original
Statement dated January 7, 1996 (intended to be January 7, 1997) ("Amendment No.
10"), the Amendment No. 11 to the Original Statement dated October 22, 1997
("Amendment No. 11") and the Amendment No. 12 to the Original Statement dated
April 30, 1998 ("Amendment No. 12"; and the Original Statement as amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment
No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9,
Amendment No. 10, Amendment No. 11 and Amendment No. 12, the "Amended
Statement"), filed with respect to the Common Stock, par value $.001 per share
(the "Common Stock"), of ELXSI Corporation, a Delaware corporation (the
"Issuer").
The Original Statement as amended by Amendment No. 1, Amendment No. 2
and Amendment No. 3 (the "Earlier Filings") was executed and filed by AMilley,
MMI, ELX and Cadmus jointly with other persons and entities, in accordance with
Rule 13d-1(f)(1) promul- gated under the Securities Exchange Act of 1934, as
amended (the "Act"). Each of Amendment No. 4, Amendment No. 5, Amendment No. 6,
Amendment No. 7 and Amendment No. 8 (the "Later Filings") was executed and filed
by AMilley, MMI, ELX, Cadmus, Winchester National, Inc., a Delaware corporation,
and/or Winter Pond Partners, L.P., a Delaware limited partnership (liquidated
and dissolved in May 1994). Each of Amendment No. 9, Amendment No. 10 and
Amendment No. 11 was executed and filed by AMilley, MMI, Cadmus, ELX and
Kirkland, and Amendment No. 12 was executed and filed by AMilley, MMI, Cadmus,
ELX, Kirkland and Azimuth (collectively, the "Amended Statement Filers"),
jointly with each other in accordance with such Rule, but not with any of the
other persons or entities who joined in the Earlier Filings and/or Later
Filings. The information reported in Amendment No. 4, Amendment No. 5, Amendment
No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10,
Amendment No. 11 and Amendment No. 12 relates solely to the Amended Statement
Filers and the other entities who joined in the execution and filing thereof,
and this Amendment No. 13 relates solely to the Amended Statement Filers; such
Amendments do not relate to any of such other persons or entities who joined in
the Earlier Filings and/or Later Filings. Accordingly, each Amended Statement
Filer hereby disclaims any responsibility for (i) the filing of any reports or
information required under Section 13(d) of the Act and Regulation 13D-G
promulgated thereunder relating to any of such other persons or entities, (ii)
the timeliness of any such filing, and (iii) the completeness and accuracy of
any such report or information.
The Issuer is party to a Rights Agreement, dated as of June 4, 1997
(the "Rights Agreement"), with Continental Stock Transfer & Trust Company, as
Rights Agent. Pursuant
<PAGE>
9
to the Rights Agreement, the Board of Directors of the Issuer declared a
dividend of one Common Stock Purchase Right (each, a "Right") for each share of
Common Stock outstanding at the opening of business on June 16, 1997. All shares
of Common Stock of the Company issued on or after such date also have or will
have one attached Right. Therefore, each outstanding share of Common Stock
carries an associated Right and, unless otherwise expressly indicated herein or
in the Amended Statement, all references to Common Stock shall include the
associated Rights.
This Amendment No. 13 is being filed in order to report that:
1. Pursuant to offers to purchase shares of Common Stock from stockholders
of the Issuer that own of record 100-or-less shares of Common Stock
(after giving effect to the Issuer's May 1992 1-for-25 reverse split of
outstanding shares) first reported in Amendment No. 11 ("Cadmus Odd Lot
Offers"), Cadmus has purchased an additional 3,533 shares of Common
Stock since the date of the Amendment No. 12 (the "May-September 1998
Cadmus Odd Lot Purchases").
2. At various dates in May and June 1998 Azimuth purchased an aggregate of
7,000 shares of Common Stock through open market trades (the "May-June
1998 Azimuth Open Market Purchases").
3. In September 1998 Cadmus purchased 2,000 shares of Common Stock through
an open market trade (the "September 1998 Cadmus Open Market
Purchase").
4. In October 1998 Azimuth purchased 200,000 shares of Common Stock
through one or more market trades (the "October 1998 Azimuth Market
Purchases").
5. Since the date of the Amendment No. 12, the Company and Kirkland
informally agreed to extend the term of the Issuer's (x) Series A
Warrants to purchase 50,000 shares of Common Stock at $3.75 per share
("Series A Warrants") held by Kirkland from September 30, 1998 and (y)
Series C Warrants to purchase 68,762 shares of Common Stock at $5.23
per share ("Series C Warrants") held by Kirkland from January 31, 1999
(in both cases) to a date in the future yet to be determined, in
consideration of which Kirkland will agree to an increase in the
respective exercise prices thereof to a price also yet determined (the
"1998 Warrants Extension").
6. The 42,500 1997 Plan Nonqualified Options (as defined in Amendment No.
11) granted by the Issuer to AMilley in May 22, 1997 were inadvertently
erroneously reported in Amendment No. 11 as becoming 100% exercisable
on November 22, 1997: Of the 1997 Plan Nonqualified Options, only
32,500 became exercisable on November 22, 1997. Of the remaining 10,000
1997 Plan Nonqualified Options, 20% (or as to 2,000 shares) became
exercisable on May 22, 1998 and an additional 20% (or as to 2,000
shares) become exercisable on each May 22 from 1999 through 2002.
Except as set forth herein, there has been no material change in the
facts set forth in the Amended Statement with respect to any of the Amended
Statement Filers. Items and sub-items not expressly addressed herein are
inapplicable with respect to the Amended Statement Filers, or the responses to
them with respect to the Amended Statement Filers either are negative or have
not changed from those of the Amended Statement.
<PAGE>
10
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Of the transactions enumerated in the fourth narrative paragraph of
this Amendment No. 13, only the May-September 1998 Cadmus Odd Lot Purchases,
May-June 1998 Azimuth Open Market Purchases, September 1998 Cadmus Open Market
Purchase and October 1998 Azimuth Market Purchases involved the payment or
transfer of funds for the purchase of securities of the Issuer.
MAY-SEPTEMBER 1998 CADMUS ODD LOT PURCHASES. The respective dates,
numbers of shares and purchase prices of the May-September 1998 Cadmus Odd Lot
Purchases are as follows:
Date of Purchase Number of Shares Price/Share
---------------- ---------------- -----------
5/1/98 170 $12.625
5/1/98 30 $12.75
5/1/98 453 $13.00
5/1/98 38 $13.25
5/1/98 320 $13.375
5/1/98 20 $13.75
5/1/98 22 $14.00
5/1/98 39 $14.125
5/15/98 116 $13.00
5/15/98 167 $13.25
5/15/98 29 $13.375
5/15/98 23 $13.75
5/15/98 194 $14.00
6/1/98 29 $13.25
6/1/98 219 $13.375
6/1/98 45 $13.50
6/1/98 31 $13.75
6/1/98 36 $12.625
6/1/98 51 $13.25
7/1/98 72 $10.50
7/1/98 177 $11.00
7/1/98 12 $11.125
7/1/98 155 $11.75
7/15/98 5 $10.50
7/15/98 112 $11.00
8/1/98 248 $10.875
8/1/98 50 $10.938
8/1/98 19 $11.00
8/1/98 50 $11.125
8/1/98 19 $12.50
8/14/98 63 $10.875
8/14/98 4 $11.50
<PAGE>
11
Date of Purchase Number of Shares Price/Share
---------------- ---------------- -----------
9/2/98 8 $9.938
9/2/98 50 $10.00
9/2/98 50 $10.313
9/2/98 50 $10.625
9/2/98 6 $10.875
9/16/98 40 $9.75
9/16/98 8 $9.813
9/16/98 20 $10.438
-----
3,533
=====
The total amount of funds used to complete the May-September 1998
Cadmus Odd Lot Purchases was approximately $43,905.32, and the source of such
funds was Cadmus's own working capital.
MAY-JUNE 1998 AZIMUTH OPEN MARKET PURCHASES. The respective dates,
numbers of shares and purchase prices of the May-June 1998 Azimuth Open Market
Purchases are as follows:
Date of Purchase Number of Shares Price/Share
---------------- ---------------- -----------
5/27/98 1,000 $13.3688
6/11/98 5,000 $11.625
6/15/98 1,000 $11.875
-----
7,000
=====
The total amount of funds used to complete the May-June 1998 Azimuth
Open Market Purchases was $83,368 (plus brokerage commissions/mark-ups and other
charges), and the source of such funds was Azimuth's Contempo subsidiaries, who
borrowed such funds from FINOVA Capital Corporation, their working capital
lender.
SEPTEMBER 1998 CADMUS OPEN MARKET PURCHASE. The September 1998 Cadmus
Open Market Purchase was 2,000-share trade executed on September 21, 1998 at
$10.125 per share, or $20,250 in the aggregate, exclusive of brokerage
commissions/mark-ups and other charges. The source of such funds was Cadmus's
own working capital.
OCTOBER 1998 AZIMUTH MARKET PURCHASES. Azimuth purchased 200,000 shares
of Common Stock in the October 1998 Azimuth Market Purchases, which were
executed on October 1, 1998. The price per share of the October 1998 Azimuth
Market Purchases (exclusive of brokerage commissions/mark-ups and other charges)
was $9.5625 per share, or $1,912,500.00 in the aggregate. The source of such
funds was Azimuth's Contempo subsidiaries, who borrowed such funds from FINOVA
Capital Corporation, their working capital lender.
The Issuer purchased 50,000 shares of Common Stock in a market trade
executed substantially simultaneously with the October 1998 Azimuth Market
Purchases. Including such purchase, since the date of the Amendment No. 12 the
Issuer has purchased 118,000 shares of Common Stock through market trades.
<PAGE>
12
Item 4. Purpose of Transaction
----------------------
MAY-SEPTEMBER 1998 CADMUS ODD LOT PURCHASES. All Cadmus Odd Lot Offers
were made pursuant to letters, substantially the same (except as to date and
share numbers) as the letter filed as Exhibit B to Amendment No. 11, addressed
to each record holder of 100-or-less shares (after giving effect to the May 1992
reverse split) of Common Stock for whom the Issuer has addresses. The terms of
the Cadmus Odd Lot Offers are that Cadmus will purchase shares tendered pursuant
thereto at the closing sale price of the Common Stock on the trading day
immediately preceding the post-mark or other forwarding date of the tendering
holder's return of materials. However, Cadmus has reserved the right to
terminate the Cadmus Odd Lot Offers at any time, without notice.
The purpose the Cadmus Odd Lot Offers is to: (i) help to increase
Cadmus's investment in the Issuer at what it considers to be favorable prices,
in a way that is not coercive and may be advantageous to odd lot holders (i.e.,
by allowing them an opportunity to sell their Common Stock on a commission-free
basis), and (ii) help the Issuer to reduce the burden and expense of
communicating with odd lot holders who may (in any event) wish to sell their
shares.
MAY-JUNE 1998 AZIMUTH OPEN MARKET PURCHASES. The purpose of the
May-June 1998 Azimuth Open Market Purchases was to increase Azimuth's investment
in the Issuer at times when shares of Common Stock were available in the open
market at what it considered to be favorable prices.
SEPTEMBER 1998 CADMUS OPEN MARKET PURCHASE. The purpose of the
September 1998 Cadmus Open Market Purchase was to increase Cadmus's investment
in the Issuer at a time when shares of Common Stock were available in the open
market at what it considered to be a favorable price.
OCTOBER 1998 AZIMUTH MARKET PURCHASES. The purpose of the October 1998
Azimuth Market Purchases was to increase Azimuth's investment in the Issuer at a
time when shares of Common Stock were available in the market at what it
considered to be a favorable price.
1998 WARRANTS EXTENSION. The purpose of the 1998 Warrants Extension,
the details of which remain to be determined and which, accordingly, have not
been documented, is to accept the request of AMilley, on behalf of Kirkland (and
the I Trust (as defined in Amendment No. 7), which holds 150,500 Series A
Warrants), that the expiration date of the Series A Warrants and Series C
Warrants be extended to a future date (presently undetermined, and which will be
subject to the approval of the Board of Directors of the Issuer) in return for
the agreement of Kirkland (and the I Trust) that the exercise price thereof will
be increased over the current $3.75 (in the case of the Series A Warrants) and
$5.23 (in the case of the Series C Warrants) per share of Common Stock to a
higher price that is presently undetermined and which will be subject to the
approval of the Board of Directors of the Issuer. In approving such request, the
Company wishes to help to maintain the pre-existing identity of interests
between the Issuer and AMilley (the Chairman, President and Chief Executive
Officer of the Issuer) and to continue to motivate AMilley in the Issuer's
behalf.
(a) Subject to the legal restrictions and Cadmus's right to terminate
the Cadmus Odd Lot Offers referenced hereinabove, and other factors that it may
from time to time deem relevant, Cadmus intends to purchase any and all shares
of Common Stock tendered as a result of the Cadmus Odd Lot Offers.
<PAGE>
13
In addition, from time to time after the date hereof, any one or more
of AMilley, MMI, ELX, Cadmus, Kirkland or Azimuth may purchase or acquire
additional shares of Common Stock (or options or warrants to purchase additional
shares of Common Stock); however, there are currently no definitive plans or
proposals to do so.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) AMILLEY. The aggregate number of shares of Common Stock
beneficially owned by AMilley is 1,473,337. Of these shares: (i) 25,000 are
outstanding shares held by AMilley; (ii) 189,500 are purchasable upon exercise
of presently exercisable options granted by the Issuer to AMilley; (iii) 112,347
are outstanding shares held by Kirkland; (iv) 50,000 are purchasable upon
exercise of presently exercisable Series A Warrants held by Kirkland (assuming
for this purpose that the 1998 Warrants Extension becomes fully effective); (v)
68,762 are purchasable upon exercise of presently exercisable Series C Warrants
held by Kirkland; (vi) 590,200 are outstanding shares held by ELX; (vii) 209,328
are outstanding shares held by Cadmus; and (viii) 228,200 are outstanding shares
held by Azimuth. On a percentage basis these shares represent approximately
30.9% of the outstanding shares of the Common Stock (calculated and determined
in accordance with Rule 13d-3(d)(1) under the Act). The foregoing excludes (in
accordance with Rule 13d-3(d)(1) under the Exchange Act) the 8,000 shares of
Common Stock purchasable (once vested) upon exercise of the 1997 Plan
Nonqualified Options. If these 8,000 shares were included in the foregoing: (a)
the aggregate number of shares of Common Stock beneficially owned by AMilley
would be 1,481,337, and (b) on a percentage basis that number of shares would
represent approximately 31.0% of the outstanding shares of the Common Stock
(calculated and determined in accordance with Rule 13d-3(d)(1) under the
Exchange Act). See sub-item 5(b) below for disclosure of the relationship
between AMilley and each of MMI, Kirkland, ELX, Cadmus and Azimuth.
MMI. The aggregate number of shares of Common Stock beneficially
owned by MMI is 437,528. Of these shares: (i) 209,328 are outstanding shares
held by Cadmus; and (ii) 228,200 are outstanding shares held by Azimuth. On a
percentage basis these shares represent approximately 9.8% of the outstanding
shares of the Common Stock (calculated and determined in accordance with Rule
13d-3(d)(1) under the Act). See sub-item 5(b) below for disclosure of the
relationship between MMI, Cadmus and Azimuth.
ELX. The aggregate number of shares of Common Stock beneficially
owned by ELX is 590,200, all of which are outstanding shares held by ELX. On a
percentage basis these shares represent approximately 13.2% of the outstanding
shares of the Common Stock (calculated and determined in accordance with Rule
13d-3(d)(1) under the Act).
CADMUS. The aggregate number of shares of Common Stock
beneficially owned by Cadmus is 437,528. Of these shares: (i) 209,328 are
outstanding shares held by Cadmus; and (ii) 228,200 are outstanding shares held
by Azimuth. On a percentage basis these shares represent approximately 9.8% of
the outstanding shares of the Common Stock (calculated and determined in
accordance with Rule 13d-3(d)(1) under the Act). See sub-item 5(b) below for
disclosure of the relationship between Cadmus and Azimuth.
KIRKLAND. The aggregate number of shares of Common Stock
beneficially owned by Kirkland is 231,109. Of these shares: (i) 112,347 are
outstanding shares held
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14
by Kirkland; (ii) 50,000 are purchasable upon exercise of presently exercisable
Series A Warrants held by Kirkland(assuming for this purpose that the 1998
Warrants Extension becomes fully effective); and (iii) 68,762 are purchasable
upon exercise of presently exercisable Series C Warrants held by Kirkland. On a
percentage basis these shares represent approximately 5.1% of the outstanding
shares of the Common Stock (calculated and determined in accordance with Rule
13d-3(d)(1) under the Act).
AZIMUTH. The aggregate number of shares of Common Stock
beneficially owned by Azimuth is 228,200, all of which are outstanding shares
held by Azimuth. On a percentage basis these shares represent approximately 5.1%
of the outstanding shares of the Common Stock (calculated and determined in
accordance with Rule 13d-3(d)(1) under the Act).
(b) Each of AMilley, ELX, Cadmus, Kirkland and Azimuth has the sole
power to vote and to direct the vote, and the sole power to dispose of and to
direct the disposition of, the shares of Common Stock reported hereinabove as
being held by such Amended Statement Filer, except as otherwise indicated below.
MMI does not directly hold any of the shares of Common Stock reported herein
but, inasmuch as (x) MMI is a controlling stockholder of Cadmus, (y) Cadmus
(with AMilley) are controlling stockholders of Azimuth, and (z) consequently,
MMI may be deemed to share the power to vote and to direct the vote, and to
share the power to dispose of and to direct the disposition of, the shares of
Common Stock reported hereinabove as being held by Cadmus and Azimuth, MMI may
be deemed to be the beneficial owner of the shares of Common Stock reported
hereinabove as being held by Cadmus and Azimuth. Cadmus does not directly hold
the 125,200 shares of Common Stock reported herein as being held by Azimuth but,
inasmuch as (x) Cadmus (with AMilley) are controlling stockholders of Azimuth,
and (y) consequently, Cadmus may be deemed to share the power to vote and to
direct the vote, and to share the power to dispose of and to direct the
disposition of, the shares of Common Stock reported hereinabove as being held by
Azimuth, Cadmus may be deemed to be the beneficial owner of the shares of Common
Stock reported hereinabove as being held by Azimuth. AMilley's beneficial
ownership of shares held (or subject to warrants held) by: (i) Kirkland arises
solely from his capacity as sole manager, President and a member thereof; (ii)
ELX arises solely from his capacity as sole general partner thereof; (iii) MMI
and Cadmus arises solely from his capacity as sole director, President and a
stockholder of MMI and his capacity as a director, President and (indirectly,
through MMI) a controlling shareholder of Cadmus; and (iv) Azimuth arises solely
from his capacity as a director, President and (in combination with Cadmus) a
controlling stockholder of Azimuth. This filing shall not be construed as an
admission that any of the Amended Statement Filers is otherwise, for purposes of
Section 13 of the Act or otherwise, the beneficial owner of the shares of Common
Stock of the Issuer reported herein as being held by any other Amended Statement
Filer, and each Amended Statement Filer hereby disclaims beneficial ownership of
such shares.
(c) Reference is hereby made to the descriptions and discussions of the
purchases and other transactions appearing elsewhere in this Amendment No. 13,
which descriptions and discussions are hereby incorporated herein by reference
in response to this sub-item.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit A -- Joint Filing Agreement, dated April 30, 1998, among
Alexander M. Milley, Milley Management Incorporated, ELX Limited Partnership,
Cadmus Corporation, Eliot Kirkland L.L.C. and Azimuth Corporation (incorporated
by reference to Exhibit A to Amendment No. 12)
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15
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.
Dated: October 21, 1998
MILLEY MANAGEMENT INCORPORATED
/s/ ALEXANDER M. MILLEY By: /s/ ALEXANDER M. MILLEY
- ------------------------------ ---------------------------
Alexander M. Milley, Alexander M. Milley
individually President
ELX LIMITED PARTNERSHIP CADMUS CORPORATION
By: /s/ ALEXANDER M. MILLEY By: /s/ ALEXANDER M. MILLEY
- ------------------------------ ---------------------------
Alexander M. Milley Alexander M. Milley
Sole General Partner President
ELIOT KIRKLAND L.L.C. AZIMUTH CORPORATION
By: /s/ ALEXANDER M. MILLEY By: /s/ ALEXANDER M. MILLEY
- ------------------------------ ---------------------------
Alexander M. Milley Alexander M. Milley
President President
