UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Convex Computer Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
212578108
(CUSIP Number)
Law Office of Gregory F.W. Todd
900 Third Avenue, Suite 1250, New York, New York 10022
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 1995
(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
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described
in Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
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.
* 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>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Jan Philipp F. Reemtsma
2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP*
*(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
*(SEE INSTRUCTIONS)
OO, PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
1,224,640 Shares
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
1,224,640 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,224,640 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
(SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14. TYPE OF REPORTING PERSON*
*(SEE INSTRUCTIONS)
IN
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Joshua Ruch
2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP*
*(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
*(SEE INSTRUCTIONS)
OO, PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of South Africa
7. SOLE VOTING POWER
85,590 Shares
8. SHARED VOTING POWER
1,224,640 Shares
9. SOLE DISPOSITIVE POWER
85,590 Shares
10. SHARED DISPOSITIVE POWER
1,224,640 Shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,310,230 Shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
(SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14. TYPE OF REPORTING PERSON*
(SEE INSTRUCTIONS)
IN
<PAGE>
This Amendment No. 3 to Schedule 13D for Convex Computer
Corporation, a Delaware corporation (the "Company"), amends a
statement on Schedule 13D originally dated September 15, 1987, as
amended by Amendment No. 1 dated October 16, 1987 and Amendment
No. 2 dated October 27, 1987, with respect to the Common Stock,
par value $0.01 per share (the "Shares"), of the Company in
respect of beneficial ownership of certain Shares by Messrs. Jan
Philipp F. Reemtsma and Joshua Ruch, as follows below. Because
it is the first electronically filed amendment to the reporting
persons' Schedule 13D previously filed in paper format, pursuant
to the Commission's Rule 13d-2(c) this Amendment restates the
entire text of the statement on Schedule 13D presently in effect.
Item 1. Security and Issuer
The class of securities to which this statement relates is
the Common Stock, par value $.01 per share of Convex Computer
Corporation, 701 Plano Road, Richardson, Texas 75081.
Item 2. Identity and Background
(a) The persons filing this statement are Jan Philipp F.
Reemtsma and Joshua Ruch. Mr. Reemtsma holds the Shares
beneficially owned by him through U.S. Trust and Gibraltar Trust,
each a New York grantor trust of which Mr. Reemtsma is a grantor.
Mr. Ruch holds certain of the shares beneficially owned by him
through Gibraltar Trust, of which he is a grantor, and certain of
the Shares directly in his individual name. Neither Gibraltar
Trust nor U.S. Trust is identified as a reporting person, since
only Messrs. Reemtsma and Ruch have voting and dispositive
control of the Shares registered in the names of such trusts, and
each of Messrs. Reemtsma and Ruch retains the right to revoke the
Shares beneficially owned by him from such trusts at any time.
Subsequent to the acquisitions of Shares reported by the
original filing and Amendments No. 1 and 2 thereto, Messrs. Bernd
Diethelm Hoener and Robert A. Osterrieth, originally beneficiaries
of Gibraltar Trust with beneficial ownership of certain of the
Shares, revoked such Shares from Gibraltar Trust, and the
beneficial ownership of Shares by such persons is no longer
reflected by this statement on Schedule 13D.
(b)-(c), (f) Mr. Reemtsma is a citizen of Germany, with
his address at Mera GmbH, Grosse Bleichen 8, D-2000, Hamburg 36,
Germany. Mr. Reemtsma's principal occupation is investor. Mr.
Ruch is a citizen of the Republic of South Africa, with his
address at Rho Management Company, Inc., 767 Fifth Avenue, New
York, New York 10153 ("Rho").
(d)-(e) During the last five years, neither Mr. Reemtsma
or Mr. Ruch has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or has
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which either of the foregoing 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.
Item 3. Source and Amount of Funds or Other Consideration
833,334 Shares beneficially owned by Mr. Reemtsma were
acquired through Gibraltar Trust with such trust's working
capital, 15,117 Shares were acquired through such trust by a
distribution from Mayfield IV, a California Limited Partnership,
and 132,507 Shares were acquired through such trust by
distribution from Sevin Rosen Bayless Borovoy, a Texas Limited
Partnership ("Sevin Rosen"). Mr. Reemtsma additionally acquired
91,978 and 1,840 shares, respectively, through distributions from
Sevin Rosen to Oceanus Trust and Nautilus Trust, both New York
grantor trusts, which Shares were subsequently transferred to
U.S. Trust.
Mr. Reemtsma used $340,625 of his personal funds to
purchase on the open market 25,000 Shares, as reported in the
original filing, $1,960,759.75 of his personal funds to purchase
on the open market 187,500 Shares as reported by Amendment No. 1,
and $3,187,420 of his personal funds to purchase on the open
market 367,500 Shares as reported by Amendment No. 2.
Mr. Ruch used $13,500 of his personal funds to
purchase on the open market 1,000 Shares, as reported in the
original filing, and $14,250 of his personal funds to purchase on
the open market 1,500 Shares, as reported by Amendment No. 2.
Item 4. Purpose of Transaction
The Shares have been acquired by the reporting persons
solely for investment purposes.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on November 1, 1995, the
filing persons beneficially owned the following Shares:
Mr. Reemtsma 1,224,640 Shares
Mr. Ruch 85,590 Shares*
* (includes 2,000 Shares held in the name of the JJR Foundation
and 190 shares held through Gibraltar Trust, a New York grantor
trust of which Mr. Ruch is a grantor)
As a percentage of the 26,764,126 Shares outstanding as of
July 31, 1995 (based upon information obtained from the Company's
most recent Form 10-Q), and after giving effect to Shares subject
to options, warrants, rights or convertible securities owned by
the reporting persons, Mr. Reemtsma beneficially owns 4.6% of the
Company's Shares.
Through his position with Rho, which acts as investment
adviser to Mr. Reemtsma, Mr. Ruch has investment authority over
Mr. Reemtsma's Shares and shares voting and dispositive power
with Mr. Reemtsma over such Shares. Accordingly, Mr. Ruch may be
deemed beneficially to own an aggregate of 1,310,230 Shares, or
4.9% of the Company's 26,764,126 Shares outstanding as of July
31, 1995 (after giving effect to Shares subject to options,
warrants, rights or convertible securities).
(b) Mr. Ruch shares voting and dispositive authority with
Mr. Reemtsma over the Shares beneficially owned by Mr. Reemtsma.
Mr. Ruch exercises sole voting and dispositive authority over the
85,590 Shares beneficially owned by him as identified in
paragraph (a) above.
(c) Within the past sixty days the reporting persons have
made the following sales of Shares in the open market:
Name Date of Sale # Shares Price/Share
Reemtsma 10/30/95 10,340 $4.50
11/01/95 93,060 $4.50
Ruch 10/30/95 660 $4.50
10/31/95 1,000 $4.50
11/01/95 4,940 $4.50
(e) Messrs. Reemtsma and Ruch each ceased to be the
beneficial owner of more than five percent of the Shares on
November 1, 1995.
Item 6. Contracts, Arrangements, Understandings with Respect to
Securities of the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits
None.
<PAGE>
SIGNATURE
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: November 1, 1995.
JAN PHILIPP F. REEMTSMA
By: /s/ Joshua Ruch
Name: Joshua Ruch
Title: Attorney-in-fact
JOSHUA RUCH
/s/ Joshua Ruch
