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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION --------------------------
Washington, D.C. 20549 OMB Number: 3235-0145
Expires: December 31, 1997
SCHEDULE 13D Estimated average burden
hours per response 14.90
Under the Securities Exchange Act of 1934 --------------------------
(Amendment No. 1 )*
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Encore Computer Company
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
29255510-9
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(CUSIP Number)
Kenneth A. Weiss
McGlinchey Stafford
A Professional Limited Liability Company
643 Magazine Street
New Orleans, Louisiana 70130-3477
(504) 586-1200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 12, 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-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is 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 benenficial 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).
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SCHEDULE 13D
CUSIP No. 29255510-9
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(1) Names of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Paul S. Rosenblum
###-##-####
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
PF;AF
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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
Louisiana, U.S.A.
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Number of Shares (7) Sole Voting
Beneficially Owned Power 2,729,900
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power ---
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(9) Sole Dispositive
Power 2,729,900
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(10) Shared Dispositive
Power ---
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,729,900
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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)
4.05%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDE OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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This Amendment No. 1 amends and supplements the Statement on Schedule
13D, dated August 13, 1997, filed by Paul S. Rosenblum, relating to the shares
of Common Stock, $.01 par value (the "Shares"), of Encore Computer
Corporation, a Delaware corporation (the "Issuer").
ITEM 4. PURPOSE OF TRANSACTION
On or about November 12, 1997, Mr. Rosenblum may be deemed to have
become a member of a group within the meaning of Rule 13d-5(b)(1) formed
for the purposes of opposing the Issuer's proposed sale of the assets of its
storage products division to Sun Microsystems, Inc. and/or Sun Microsystems
International, B.V. for $185 million, and the Issuer's proposed agreement
with Gould Electronics Inc., pursuant to which Gould's preferred shares in
the Company will be redeemed at a cost of $60 million to the Issuer. The
group intends to vigorously oppose the two transactions, and intends to vote
all of its Shares against the transactions, and to persuade other
shareholders to vote against the transactions. The group may also take legal
action to enjoin the transactions, and/or to recover damages, or to enable
the Issuer to recover damages, from those persons responsible for the
transactions. Reference is made to Item 4 of the Statement on Schedule 13D
(the "Group Schedule 13D"), dated November 14, 1997, filed by Messrs. Robert
E. Collins, Martin Helfgott, Hugh J. Kiley, Jr., Paul S. Rosenblum, Ronald M.
Stewart, M.D. and Louis J. Williams, which is incorporated herein and made a
part hereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of October 31, 1997, the Issuer had 67,346,291 Shares
outstanding, of which the 2,729,900 Shares beneficially owned by Mr.
Rosenblum constituted approximately 4.05 percent of such outstanding shares.
In the aggregate, the members of the group described in Item 4 benenficially
owned, as of October 31, 1997, a total of 4,301,631 Shares, constituting a
total of 6.4 percent of the outstanding Shares. Reference is made to Item 5
of the Group Schedule 13D, which is incorporated herein and made a part
hereof.
(b)-(d) ***
(e) Mr. Rosenblum ceasesd to be the beneficial owner (other than in his
capacity as a member of the group described in Item 4) of more than five
percent of the Shares on or about October 30, 1997, when Gould Electronics,
Inc. converted its Class A and Class B preferred stock into Shares,
increasing the Issuer's Shares outstanding to 67,346,291.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than the plans or proposals described in Item 4 hereof, there are
no contracts, arrangements, understandings or relationships (legal or
otherwise) between the person named in Item 2 hereof and any other person
with respect to any securities of the Company including but not limited to
transfer or voting of any other securities, finder's fees, joint ventures,
loan or
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option arrangements, puts or calls, guarantees of profits, divisions of
profits or losses, or the giving or withholding of proxies.
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.
November 14, 1997
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(Date
/s/ Paul S. Rosenblum
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(Signature)
Paul S. Rosenblum
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(Name/Title)
