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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. 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)
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)
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
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*
N/A
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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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7 SOLE VOTING POWER
NUMBER OF
SHARES 460,509 shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 53,246 shares
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 460,509 shares
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 53,246 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,755 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)
5.2%
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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 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.
N/A
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Cohen holds the Issuer's common stock for investment purposes. In
January 1997, Mr. Cohen sold 10,000 shares of common stock on the open market.
In May 1997, Mr. Cohen transferred by gift 7,034 shares of common stock to the
Family Foundation, of which he is trustee. In June 1997, Mr. Cohen, as trustee
of the Family Foundation, sold 2,000 shares of common stock on the open market.
In June 1997, Mr. Cohen sold 5,000 shares of common stock on the open market.
In August 1997, Mr. Cohen sold 7,500 shares of common stock on the open market.
In September 1997, Mr. Cohen sold 2,500 shares of common stock on the open
market. In October 1997, Mr. Cohen sold 6,000 shares of common stock on the
open market. In October 1997, Mr. Cohen transferred by gift to a charitable
organization 4,000 shares of common stock. In December 1997, Mr. Cohen
transferred by gift to a charitable organization 2,300 shares of common stock.
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 6 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,
1998, there were approximately 9,947,654 shares of the Issuer's common stock
outstanding. Mr. Cohen, at the present time, beneficially owns an aggregate of
513,755 shares of the Issuer's common stock, constituting approximately 5.2% of
the outstanding shares.
(b) Mr. Cohen has sole voting power and sole dispositive power with
respect to 460,509 shares, including 135,805 shares held by him directly, 76,956
shares held by him as custodian for his three minor children, 139,044 shares
held by him as trustee for his three minor children, 78,770 shares held by him
as trustee for his niece, and 29,934 shares held by him as trustee for his
Family Foundation. Mr. Cohen has shared voting power and shared dispositive
power with respect to 53,246 shares, including 25,646 shares owned by his spouse
and 27,600 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 12/31/97 (2,300) N/A (Note 1)
</TABLE>
(1) Charitable gift.
(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.
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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Richard W. Cohen
Page 5 of 6 Pages
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, Richard Cohen, hereby make, constitute,
and appoint Jerry P. Lehrman, John E. Nardecchia and Robert J. Vold or any of
them acting alone, 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/ Richard Cohen
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Richard Cohen
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
