PERLE SYSTEMS LTD
SC 13G/A, 1997-02-04
COMPUTER COMMUNICATIONS EQUIPMENT
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G


                  Under the Securities and Exchange Act of 1934
                               (Amendment No. 1)*



                                PERLE SYSTEMS LTD
 
      ---------------------------------------------------------------------
                                (Name of Issuer)


                                  COMMON STOCK
 
     ----------------------------------------------------------------------
                         (Title of Class of Securities)

 

                                   714152 10 5
 
     ----------------------------------------------------------------------
                                 (CUSIP Number)



Check the following box if a fee is being paid with this statement / /.













                       (Continued on following page (s) )

                               (Page 1 of 6 Pages)
<PAGE>   2
CUSIP NO. 714152  10  5                13G                     PAGE 2 OF 6 PAGES



1     NAME OF REPORTING PERSON Deltec Asset Management Corporation
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2     CHECK APPROPRIATE BOX IF A MEMBER OF GROUP *            (A)___
                                                              (B) (x)

3.    SEC USE ONLY

4.    CITIZENSHIP OR PLACE OF ORGANIZATION:           State of New York

          5. SOLE VOTING POWER                        535,100

          6. SHARED VOTING POWER                           --

          7. SOLE DISPOSITIVE POWER                   535,100

          8. SHARED DISPOSITIVE POWER                      --


9.    AGGREGATE AMOUNT BENEFICIALLY  OWNED BY
      EACH REPORTING PERSON                           535,100


10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *


11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                      7.47%


12.   TYPE OF REPORTING PERSON*                 BD, IA, CO


                                   Page 2 of 6
<PAGE>   3
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 10549
 
       -------------------------------------------------------------------

                        SCHEDULE 13G UNDER THE SECURITIES
                              EXCHANGE ACT OF 1934
 
       -------------------------------------------------------------------



Item 1.     (a)   Name of Issuer:   Perle Systems Ltd

            (b)   Address of Issuer's Principal Executive Offices:
                                    60 Renfrew Drive
                                    Markham, Ontario L3R  OE1
                                    Canada



Item 2.     (a)   Name of Person Filing:
                              Deltec Asset Management Corporation


            (b)   Address of Principal Business Office:
                              535 Madison Avenue
                              New York, NY  10022


                                   Page 3 of 6
<PAGE>   4
Item 2.     (c).  Citizenship:                        State of New York

            (d)   Title of Class of Securities:       Common Stock

            (e)   CUSIP Number:                       714152  10  5


Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:

            (a) Broker Dealer registered under Section 15 of the Act         (X)

            (b) Bank as defined in Section 3(a)(6) of the Act,

            (c) Insurance Company as defined in Section 3(a)(19) of the Act,

            (d) Investment Company registered under Section 8 of the
                Investment Company Act

            (e) Investment Adviser registered under Section 203 of the
                Investment Advisers Act of 1940                              (X)

            (f) Employee Benefit Plan, Pension Fund which is subject to the
                provisions of the Employee Retirement Income Security Act of
                1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)

            (g) Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)

            (h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

Item 4.     Ownership

            (a)   Amount Beneficially Owned: As of December 31, 1996, 535,100
                  shares

            (b)   Percent of Class:  As of December 31, 1996,  7.47%

            (c)   Number of shares to which such person has:

                    (i) sole power to vote or to direct to vote:  as of
                        December 31, 1996,  535,100 shares

                   (ii) shared power to vote or to direct the vote:  Not
                        Applicable

                  (iii) sole power to dispose or to direct the disposition of:
                        as of December 31, 1996,  535,100 shares

                   (iv) shared power to dispose or to direct the disposition
                        of:  Not Applicable

 
                                Page 4 of 6 Pages
<PAGE>   5
Item 5.     Ownership of Five Percent or Less of a Class:

                              Not Applicable.

Item 6.     Ownership of More Than Five Percent on Behalf of Another Person:

            All of the 535,100 shares of the Company's Common Stock referred
            to in Item 4 are held by Deltec for the account of its brokerage
            or investment advisory clients over whose accounts Deltec
            exercises discretionary authority as to voting, disposition and
            other matters.  Such clients have the right to receive dividends
            and the proceeds of the sale of such matters.


 Item 7:    Identification and Classification of Subsidiaries which Acquired
            the Security Being Reported on by the Parent
            Holding Company:
 
                              Not Applicable.


Item 8.     Identification and Classification of Members of the Group:

                              Not Applicable.


                                   Page 5 of 6
<PAGE>   6
Item 9.     Notice of Dissolution of Group:

                              Not Applicable.

Item 10.    Certification

            By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purpose or effect.



                                   SIGNATURES


            After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement concerning
the undersigned is true, complete and correct.



Dated:  February 3, 1997

 

 

                        DELTEC ASSET MANAGEMENT CORPORATION



                        By    /s/ Stephen Zuppello
                           ------------------------------------------
                              Stephen Zuppello
                              Chief Operating Officer


                                   Page 6 of 6


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