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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. )*
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Encore Computer Corp.
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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, LA 70130-3477 (504) 586-1200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 4, 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-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement /X/. (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).
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SCHEDULE 13D
CUSIP No. Page of Pages
--------- --- ---
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(1) NAME 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) / /
OF A GROUP* (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF; AF
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(e)
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
LOUISIANA, U.S.A.
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 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
--
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,729,900
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item. 1. SECURITY AND ISSUER
The class of equity securities to which this Statement relates is the
Common Stock, $.01 par value (the "Shares"), of Encore Computer
Corporation, a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 6901 West Sunrise
Boulevard, Fort Lauderdale, Florida 33313-4499.
Item 2. IDENTITY AND BACKGROUND
(a)-(c) This statement is being filed by Paul S. Rosenblum, an
individual, whose address is 5400 Jefferson Highway, Harahan,
Louisiana 70123. Mr. Rosenblum's principal occupation is President of
Rosenblum Ventures, Inc., a real estate management company, whose
principal business address is 5400 Jefferson Highway, Harahan,
Louisiana 70123.
(d)-(e) During the last five years, Mr. Rosenblum has not 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 and as a
result of such proceeding is or was 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 violations with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price for the 2,729,900 Shares set forth in
item 5 of this Statement as beneficially owned by Mr. Rosenblum, net
of amounts realized upon the sale of other shares of Common Stock, was
$5,123,943.17. The sources of the funds are set forth in Exhibit A
hereto, which is incorporated herein by reference.
Item 4. PURPOSE OF TRANSACTION
The Shares were purchased for investment by Mr. Rosenblum individually
and through certain affiliated persons that Mr. Rosenblum controls.
Mr. Rosenblum intends to review and monitor closely the investment in
the Issuer and anticipates that he may increase such investment in the
Issuer by acquiring additional Shares in the open market.
Mr. Rosenblum also reserves the right to decrease the amount of such
investment in the Issuer if he believes that circumstances so warrant.
He does not have any present intentions which relate to or would
result in:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(ii) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
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(iii) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(iv) any material change in the present capitalization or dividend
policy of the Issuer;
(v) any other material change in the present capitalization or
dividend policy of the Issuer;
(vi) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(vii) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(viii) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(ix) any action similar to any of those enumerated above.
Item. 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Rosenblum beneficially owns 2,729,900 Shares, representing
7.0% of the total number of Shares outstanding. Such shares are held
by Mr. Rosenblum individually and by certain affiliated persons which
Mr. Rosenblum controls, as set forth in Exhibit A hereto.
(b) Mr. Rosenblum has the sole power to vote or to direct the vote
and the sole power to dispose of, or to direct the disposition of, the
Shares reported as beneficially owned by him.
(c) Transactions in the class of securities reported on were
effected during the last sixty days. These transactions are set forth
in Exhibit B hereto, which is incorporated herein by reference.
(d) Persons other than Mr. Rosenblum have the right to receive
dividends from, or proceeds from the sale of, certain of the Shares
beneficially owned by Mr. Rosenblum. Such other persons are listed in
Exhibit C hereto, which is incorporated herein by reference.
(e) not applicable
-2-
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Mr. Rosenblum manages the Shares of the Issuer for himself and the
affiliated persons named in Exhibit A. As such, he is entitled to
exercise all voting power and to dispose of the Shares. None of the
parties, whether Mr. Rosenblum, or the affiliated persons set forth in
Exhibit A, has entered into any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person
with respect to any securities of the Issuer, including but not
limited to any contracts, arrangements, understandings or
relationships concerning the transfer or the voting of any such
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies. None of the
Shares are pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or
investment power over the Shares.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
A. Source and amount of funds used in making the purchases of the Shares
and number of shares held.
B. Transactions in the class of securities reported on made during the
last sixty days.
C. Persons who have the right to receive dividends from and have the
right to the proceeds from the sale of the Shares.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: August 19, 1997.
/s/ Paul S. Rosenblum
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Paul S. Rosenblum
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EXHIBIT A
The source and amount of funds used by the beneficial owner, Paul S.
Rosenblum, in making, or causing to be made, the purchases of the Shares, and
the number of shares held by each person that is a source of such funds, are as
follows:
Source of Funds Amount of Funds Number of Shares
- -------------------------------- --------------- ----------------
R&L Equity Partners $ 3,168,837.23 1,199,100
Levy Rosenblum Family Foundation 624,366.02 350,000
R&L Fixed Income Partners 671,543.65 300,000
Wilshire Realty Company LP 139,812.50 100,000
United Distributors, Inc. 123,375.00 50,000
Paul S. Rosenblum 396,008.77 730,000
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Total Amount $ 5,123,943.17 2,729,900
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(i)
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EXHIBIT B
The following transactions in the class of securities reported on were
effected in the last sixty days:
Transaction Number
Date Type of Shares Price
---- ----------- --------- ----------
06/03/97 Buy 121,000 $ 113,437.50
06/03/97 Buy 29,000 27,187.50
06/04/97 Buy 20,400 19,125.00
06/04/97 Buy 37,600 36,096.00
06/10/97 Buy 6,000 5,625.00
06/11/97 Buy 25,500 24,703.13
06/12/97 Buy 24,000 23,250.00
06/13/97 Buy 16,000 15,500.00
06/18/97 Buy 25,000 24,218.75
06/24/97 Buy 10,400 9,425.00
06/25/97 Buy 4,600 4,168.75
(ii)
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EXHIBIT C
The following persons other than Mr. Rosenblum, as owners of record, have
the right to receive dividends from and have the right to the proceeds from the
sale of the Shares listed opposite their names that are beneficially owned by
Mr. Rosenblum:
Name Number of Shares
- --------------------------------- ----------------
R&L Equity Partners 1,199,100
Levy Rosenblum Family Foundation 350,000
R&L Fixed Income Partners 300,000
United Distributors, Inc. 50,000
Wilshire Realty Company LP 100,000
(iii)
