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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
NORSTAN, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
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(Title of Class of Securities)
656535-10-1
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(CUSIP Number)
RICHARD W. COHEN
605 N. HIGHWAY 169, 12TH FLOOR
PLYMOUTH, MINNESOTA 55441
(612) 513-4500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 2, 1996
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(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-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
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.
(Cover page continued on next page)
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP NO. 656535-10-1 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Richard W. Cohen
###-##-####
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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*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 243,403 shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 26,623 shares
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 243,403 shares
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 26,623 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
270,026 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.10 per share, of
Norstan, Inc. ("Issuer"), a Minnesota corporation, having its principal
executive offices at 605 N. Highway 169, 12th Floor, Plymouth, Minnesota
55441.
ITEM 2. IDENTITY AND BACKGROUND.
The name and business address of the Reporting Person is Richard W.
Cohen, 605 N. Highway 169, 12th Floor, Plymouth, Minnesota 55441. Mr. Cohen
is a director, Vice Chairman of the Board, Chief Financial Officer and
Treasurer of the Issuer.
Mr. Cohen has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has he been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceedings was or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Mr. Cohen is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares acquired by Mr. Cohen in January 1996 were acquired with
personal funds, through payroll deductions under the Issuer's Employee Stock
Purchase Plan.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Cohen holds the Issuer's common stock for investment purposes. He
acquired 1,185 shares of common stock in January 1996 pursuant to the
Issuer's Employee Stock Purchase Plan, which is generally available to all
eligible employees of the Issuer. Mr. Cohen expects to acquire additional
shares on an annual basis through his continuing participation in such Plan.
Mr. Cohen does not have any plans or proposals which relate to or would
result in extraordinary corporate transactions affecting the Issuer, sale of
its assets, changes in its board of directors or management, capitalization,
dividend policy, business or corporate structure, charter or bylaws, or
delisting of the Issuer's securities, termination of registration of the
Issuer's securities or similar actions.
Page 3 of 5 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to information provided by the Issuer, as of January 2,
1996, there were approximately 4,319,463 shares of the Issuer's common stock
outstanding. Mr. Cohen, at the present time, beneficially owns an aggregate
of 270,026 shares of the Issuer's common stock, constituting approximately
6.3% of the outstanding shares.
(b) Mr. Cohen has sole voting power and sole dispositive power with
respect to 243,403 shares, including 89,018 shares held by him directly,
38,478 shares held by him as custodian for his three minor children, 67,722
shares held by him as trustee for his three minor children, 38,185 shares
held by him as trustee for his niece, and 10,000 shares held by him as
trustee for his family foundation. Mr. Cohen has shared voting power and
shared dispositive power with respect to 26,623 shares, including 12,823
shares owned by his spouse and 13,800 shares held by another as trustee for
Mr. Cohen's three minor children. The filing of this statement shall not be
construed as an admission that Mr. Cohen is, for the purpose of Section 13(d)
or 13(g) of the Act or for any other purposes, the beneficial owner of
securities held by or for the benefit of his spouse, children or niece, and
any ownership interest in said securities is disclaimed.
(c) Information with respect to transactions in the common stock of the
Issuer that were effected during the last sixty (60) days by the Reporting
Person is set forth below:
<TABLE>
<CAPTION>
SHARES
ACQUIRED PRICE PER WHERE
NAME OF PERSON DATE (DISPOSED) SHARE TRANSACTED
<S> <C> <C> <C> <C>
Richard W. Cohen 01/02/96 1,185 $20.83 (Note 1)
</TABLE>
(1) Shares acquired by Mr. Cohen from the Issuer pursuant to the Issuer's
Employee Stock Purchase Plan, which is generally available to all
eligible employees.
(d) Mr. Cohen's spouse, children and niece have the right to receive
dividends from, or the proceeds from the sale of, the shares held by them or
for their benefit. No such person has an interest which relates to more than
5% of the Issuer's common stock.
(e) Not applicable.
Page 4 of 5 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Person and any person with respect
to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: February 7, 1996
/s/ Richard W. Cohen
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Richard W. Cohen
#259173_1
Page 5 of 5 Pages
