<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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)
PAUL BASZUCKI
605 N. HIGHWAY 169, 12TH FLOOR
PLYMOUTH, MN 55441
(612) 513-4500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 31, 1997
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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 [ ].
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 continues on next page)
Page 1 of 6 Pages
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SCHEDULE 13D
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CUSIP NO. 656535-10-1 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Paul Baszucki
###-##-####
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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 and Canada
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NUMBER OF 7 SOLE VOTING POWER
SHARES 405,743 shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 570 shares
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 405,743 shares
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 570 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
406,313 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)
4.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
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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 Paul Baszucki, 605
N. Highway 169, 12th Floor, Plymouth, Minnesota 55441. Mr. Baszucki is a
director, Co-Chairman of the Board and Chief Executive Officer of the Issuer.
Mr. Baszucki 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. Baszucki is a citizen of the United States of America and Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares acquired by Mr. Baszucki in January 1998 were acquired with
personal funds, through payroll deductions under the Issuer's Employee
Stock Purchase Plan.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Baszucki holds the Issuer's common stock for investment purposes. He
acquired 2,377 shares of common stock in January 1998 pursuant to the Issuer's
Employee Stock Purchase Plan, which is generally available to all eligible
employees of the Issuer. Mr. Baszucki expects to acquire additional shares on
an annual basis through his continuing participation in the Plan.
In January 1997, Mr. Baszucki sold 20,000 shares of common stock on the
open market. In April 1997, Mr. Baszucki sold 15,000 shares of common stock on
the open market. In July 1997, Mr. Baszucki sold 10,000 shares of common stock
on the open market. In July and August 1997, Mr. Baszucki transferred 3,912
shares of common stock from a custodial account to his adult children. In
September 1997, Mr. Baszucki sold 20,000 shares of common stock on the open
market. In October 1997, Mr. Baszucki sold 15,000 shares of common stock on the
open market. In December 1997, Mr. Baszucki transferred 3,912 shares of common
stock from a custodial account to his adult children.
Mr. Baszucki 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Page 3 of 6 Pages
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(a) According to information provided by the Issuer, as of January 2,
1998, there were approximately 9,947,654 shares of the Issuer's common stock
outstanding. Mr. Baszucki, at the present time, beneficially owns an aggregate
of 406,313 shares of the Issuer's common stock, constituting approximately 4.1%
of the outstanding shares.
(b) Mr. Baszucki has sole voting power and sole dispositive power with
respect to 405,743 shares, including 391,743 shares held by him directly, and
14,000 shares held by him as trustee for his family foundation. Mr. Baszucki
has shared voting power and shared dispositive power with respect to 570 shares
owned by his spouse. The filing of this statement shall not be construed as an
admission that Mr. Baszucki 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, 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>
Paul Baszucki 1/2/98 2,377 N/A (Note 1)
Paul Baszucki 12/19/97 (3,912) N/A (Note 2)
</TABLE>
(1) Shares acquired by Mr. Baszucki from the Issuer pursuant to the Issuer's
Employee Stock Purchase Plan, which is generally available to all eligible
employees.
(2) Transfer of 3,912 indirectly held shares from custodial account to adult
children.
(d) Mr. Baszucki's spouse has the right to receive dividends from, or the
proceeds from the sale of, the shares held by her. She does not have an
interest which relates to more than 5% of the Issuer's common stock.
(e) On April 18, 1997, Mr. Baszucki ceased to be the beneficial owner of
more than 5% of the common stock, and, as a result, ceased, on that date, to be
a reporting person.
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.
Page 4 of 6 Pages
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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 16, 1998
By: /s/ John E. Nardecchia, Attorney-In-Fact
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Paul Baszucki
Page 5 of 6 Pages
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, Paul Baszucki, hereby make, constitute,
and appoint Jerry P. Lehrman, John E. Nardecchia and Robert J. Vold or any of
them acting along, with full power of substitution and revocation, my true and
lawful attorney for me and in my name to prepare, execute and file with the
Securities and Exchange Commission reports of my beneficial ownership of shares
of common stock of Norstan, Inc., giving my said attorney full power and
authority to do everything whatsoever necessary to be done in the premises as
fully as I could do if personally present, and hereby ratify and confirm all
that my said attorney or his substitute or substitutes shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of
August, 1996.
/s/ Paul Baszucki
---------------------------------------------
Paul Baszucki
Subscribed and sworn to before me
this 5th day of August, 1996.
Ruth E. Porter
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Notary Public [SEAL] Ruth E. Porter
Notary Public - Minnesota
Hennepin County
My Commission Expires
January 31, 2000
Page 6 of 6 Pages
