<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Genicom Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
372282-10-3
------------------------------
(CUSIP Number)
Daniel J. O'Brien Kevin J. Curley, Esq.
177 Broad Street with a copy to: Morgan, Lewis & Bockius LLP
Stanford, CT 06901 101 Park Avenue
New York, NY 10178
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 26, 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 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).
(Continued on following pages(s))
Page 1 of 20 Pages
<PAGE> 2
CUSIP NO. 37222-10-3 13D PAGE 2 OF 20 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.H. Whitney & Co., a New York limited partnership (IRS
Identification No. 13-1534455), the general partners of which are
Michael C. Brooks, Peter M. Castleman, Jeffrey R. Jay, William
Laverack, Jr., Ray E. Newton, III, Daniel J. O'Brien, Benno C.
Schmidt and Michael R. Stone
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York limited partnership. All general partners are United
States citizens
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
258,486
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
258,486
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
258,486
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 37222-10-3 13D PAGE 3 OF 20 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.H. Whitney Associates, a New York limited partnership (IRS
Identification No. 13-3130244), the sole general partner of which
is J.H. Whitney & Co., a New York limited partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York limited partnership. Sole general partner is a New York
limited partnership
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
---------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
AMENDMENT NO. 1
TO
SCHEDULE 13D
Filed by J. H. Whitney & Co. and J. H. Whitney Associates Pursuant
to Section 13 of the Securities Exchange Act of 1934 and
Regulation 13d-1 Thereunder.
This Amendment No. 1 to Schedule 13D amends the Schedule 13D
dated July 7, 1986 (the "Original Schedule 13D") filed by J. H. Whitney & Co.
("Whitney & Co.") and J. H. Whitney Associates ("Whitney Associates") with
respect to the Common Stock, par value $.01 per share, of Genicom Corporation, a
Delaware corporation ("Genicom"). This Amendment is being filed as a result of
recent open market sales and transfers to limited partners, as a result of which
Whitney & Co. and Whitney Associates are now the beneficial owners of less than
5% of the Common Stock of Genicom. Whitney & Co. owns 258,486 shares (2.4%) of
Genicom Common Stock and Whitney Associates no longer owns any Genicom Common
Stock. Whitney & Co. and Whitney Associates disclaim that they and any other
person constitute or have constituted a "person" or "group" as such terms are
used in Section 13(d) of the Securities Exchange Act of 1934. The filing of
this Amendment shall not be construed as an admission that Whitney & Co.,
Whitney Associates and any other person constitute such a person or group.
Item 1: Security and Issuer
This Schedule relates to Common Stock of Genicom. Genicom has
its principal office at 14800 Conference Center Drive-Suite 400, Westfield,
Virginia 22021-3806.
Item 2: Identity and Background
Whitney & Co. is a New York limited partnership, with offices
at 177 Broad Street, Stamford, Connecticut 06901. The names and business
addresses of the general partners of Whitney & Co. are as follows: Michael C.
Brooks, Peter M. Castleman, Jeffrey R. Jay, William Laverack, Jr., Ray E.
<PAGE> 5
Newton, III, Daniel J. O'Brien and Michael R. Stone (the business address of
each of whom is 177 Broad Street, Stamford, Connecticut 06901), and Benno C.
Schmidt (whose business address is 630 Fifth Avenue, New York, New York 10111).
The principal business of Whitney & Co. is that of a private investment firm.
The principal occupation or employment of each of its general partners is that
of general partner in Whitney & Co.
Whitney Associates is a New York limited partnership, with
offices at 177 Broad Street, Stamford, Connecticut 06901. Whitney & Co. is the
sole general partner of Whitney Associates. The principal business of Whitney
Associates is that of a private investment firm.
Neither Whitney & Co., Whitney Associates nor any general
partner of Whitney & Co., has, at any time during the last five years, been (a)
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of them
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.
Each general partner of Whitney & Co. is a citizen of the
United States.
Item 3: Source and Amount of Funds or Other Consideration
No change from Original Schedule 13D.
Item 4: Purpose of Transaction
No change from Original Schedule 13D.
Item 5: Interest in Securities of the Issuer
(a) Whitney & Co. owns 258,486 shares of Genicom's Common
Stock (or 2.4% of the total outstanding), and Whitney Associates owns no shares
of Genicom's Common Stock.*
- -----------
* The figures for the amounts held by Whitney & Co. and Whitney
Associates do not include 42,227 shares of Genicom Common Stock owned
directly by Benno C. Schmidt, a general partner of Whitney & Co., with
respect to which Whitney & Co. and Whitney Associates disclaim
beneficial ownership.
<PAGE> 6
(b) Whitney & Co. has sole power to vote and dispose of the
securities of Genicom which it owns.
(c) See Item 5(e) below.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or proceeds from the sale of, the
securities of Genicom owned by Whitney & Co.
(e) As a result of open market sales and transfers to limited
partners, Whitney & Co. and Whitney Associates ceased to be the beneficial
owners of more than 5% of the Common Stock of Genicom on October 26, 1995.
Item 6: Contracts, Amendments, Understandings or
Relationships with Respect to Securities of the
Issuer
No change from Original Schedule 13D.
Item 7: Material to be Filed as Exhibits
A copy of the Original Schedule 13D (without the Exhibits
thereto) is attached as an Exhibit to this Amendment No. 1.
After reasonable inquiry and to the best of its knowledge and
belief, each of Whitney & Co. and Whitney Associates certifies that the
information set forth in this statement is true, complete and correct.
Dated: November 6, 1995
J. H. WHITNEY & CO.
By: Daniel J. O'Brien
---------------------
General Partner
J. H. WHITNEY ASSOCIATES
By: J. H. Whitney & Co.
General Partner
By: Daniel J. O'Brien
---------------------
General Partner
<PAGE> 7
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Genicom Corporation
-----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
-----------------------------------------------------------------------------
(Title of Class of Securities)
372282-10-3 Kevin J. Curley, Esq.
Edward V. Ryan --------------------------- Barrett Smith Schapiro
J. H. Whitney & Co. (Cusip Number) Simon & Armstrong
630 Fifth Avenue with a copy to: 26 Broadway
New York, New York 10111 New York, New York 10004
-----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 1986
---------------------------
(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 [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 in 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).
(Continued on the following page(s)
Page 1 of 19 Pages
--
<PAGE> 8
<TABLE>
CUSIP NO. 372282-10-3 13D PAGE 2 OF 19 PAGES
--- ---
<S> <C>
- -----------------------------------------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON J. H. Whitney & Co., a New York limited |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON partnership (IRS Identification No. |
| |13-1534455), the general partners of which are Don E. Ackerman, Michael C. Brooks, |
| | John W. Larson, Harry A. Marshall, David T. Morgenthaler II, Russell E. |
| | Planitzer, Edward V. Ryan and Benno C. Schmidt |
|-----|---------------------------------------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | (b) [ X ] |
|-----|---------------------------------------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | |
| | WC |
|-----|---------------------------------------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
| | TO ITEMS 2(d) OR 2(e) [ ] |
| | |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York limited partnership. All general partners are |
| | United States citizens |
|-------------------------------|-------|-----------------------------------------------------------------|
| NUMBER OF | 7 | SOLE VOTING POWER |
| | | |
| SHARES | | 3,151,077 |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 8 | SHARED VOTING POWER |
| | | |
| OWNED BY | | 0 |
| |-------|-----------------------------------------------------------------|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | 3,151,077 |
| | | |
| PERSON |-------|-----------------------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| WITH | | |
| | | 0 |
|-------------------------------|-------|-----------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 3,151,077 |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN |
| | SHARES* [ X ] |
|-----|---------------------------------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 33% |
|-----|---------------------------------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | |
| | PN |
- -----------------------------------------------------------------------------------------------------------
<FN>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE> 9
<TABLE>
CUSIP NO. 372282-10-3 13D PAGE 3 OF 19 PAGES
--- ---
<S> <C>
- -----------------------------------------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | J. H. Whitney Associates, a New York limited partnership (IRS |
| | Identification No. 13-3130244), the sole general partner of which is |
| | J. H. Whitney & Co., a New York limited partnership |
|-----|---------------------------------------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | (b) [ X ] |
|-----|---------------------------------------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | |
| | WC |
|-----|---------------------------------------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
| | TO ITEMS 2(d) OR 2(e) [ ] |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York limited partnership. Sole general partner is a |
| | New York limited partnership |
|-------------------------------|-------|-----------------------------------------------------------------|
| NUMBER OF | 7 | SOLE VOTING POWER |
| | | |
| SHARES | | 1,653,833 |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 8 | SHARED VOTING POWER |
| | | |
| OWNED BY | | 0 |
| |-------|-----------------------------------------------------------------|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | 1,653,833 |
| | | |
| PERSON |-------|-----------------------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| WITH | | |
| | | 0 |
|-------------------------------|-------|-----------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 1,653,833 |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN |
| | SHARES* [ X ] |
|-----|---------------------------------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 17.3% |
|-----|---------------------------------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | |
| | PN |
- -----------------------------------------------------------------------------------------------------------
<FN>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE> 10
Page 4 of 19 Pages
Schedule 13D
------------
Pursuant to an agreement (the "Agreement") with
Genicom Corporation, a Delaware corporation ("Genicom"),
dated as of June 25, 1986, J. H. Whitney & Co., a New York
limited partnership ("Whitney & Co."), and J. H. Whitney
Associates, a New York limited partnership ("Whitney
Associates"), each agreed to purchase from Genicom 125,000
shares (collectively, the "Shares") of Genicom's Common
Stock, par value $.01 per share ("Common Stock"), at a
price of $9.00 per share. Their obligation to purchase
the Shares was conditioned upon the consummation of the
closing of the sale by Genicom of 1,500,000 shares of
Common Stock to the underwriters pursuant to the June 25,
1985 Underwriting Agreement among Genicom and The First
Boston Corporation and L.F. Rothschild, Unterberg, Towbin,
as representatives of the several underwriters named therein.
Such closing occurred on July 2, 1986, and Whitney & Co.
and Whitney Associates purchased the Shares on July 2, 1986.
Whitney & Co. and Whitney Associates are filing
this Schedule 13D solely by virtue of their acquiring the
Shares pursuant to the Agreement. Whitney & Co. and Whitney
<PAGE> 11
Page 5 of 19 Pages
Associates disclaim that they and any other purchaser
under the Agreement constitute a "person" or "group" as
such terms are used in Section 13(d) of the Securities
Exchange Act of 1934. The filing of this Schedule shall
not be construed as an admission that Whitney & Co., Whitney
Associates and any other purchaser constitute such a person
or group.
Item 1: Security and Issuer
--------------------------------
This Schedule relates to the Common Stock of
Genicom. Genicom has its principal office at Genicom
Drive, Waynesboro, Virginia 22980.
Item 2: Identity and Background
------------------------------------
Whitney & Co. is a New York limited partnership,
with offices at 630 Fifth Avenue, New York, New York 10111.
The names and business addresses of the general partners of
Whitney & Co. are as follows: Don E. Ackerman, Michael C.
Brooks, Russell E. Planitzer, Edward V. Ryan, Benno C.
Schmidt (the business address of each of whom is 630 Fifth
Avenue, New York, New York 10111), John W. Larson, Harry
A. Marshall and David T. Morgenthaler II (the business
address of each of whom is 3000 Sand Hill Road, No. 1-270,
<PAGE> 12
Page 6 of 19 Pages
Menlo Park, California 94025). The principal business of
Whitney & Co. is that of a private investment firm. The
principal occupation or employment of each of its general
partners is that of general partner in Whitney & Co.
Don E. Ackerman is Chairman of the Board of
Directors of Genicom.
Whitney Associates is a New York limited partner-
ship, with offices at 630 Fifth Avenue, New York, New York
10111. Whitney & Co. is the sole general partner of Whitney
Associates. The principal business of Whitney Associates
is that of a private investment firm.
Neither Whitney & Co., Whitney Associates nor
any general partner of Whitney & Co., has, at any time
during the last five years, been (a) convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
as a result of which any of them 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.
<PAGE> 13
Page 7 of 19 Pages
Each general partner of Whitney & Co. is a
citizen of the United States.
Item 3: Source and Amount of Funds or
-----------------------------
Other Consideration
-------------------
The cash purchase price of the 1,497,244 shares
of Common Stock identified in Item 5 hereof as owned by
Whitney & Co. was paid by Whitney & Co. from its own funds
available for investment. Whitney & Co. acquired such
shares in the following transactions:
1. On June 29, 1983, Whitney & Co. bought 173
shares of Common Stock for $260 in cash.
2. On October 21, 1983, Whitney & Co. bought
8,000 shares of Preferred Stock, $1 par value ("Preferred
Stock"), of the Company for $800,000 in cash and 1,333,160
shares of Common Stock for $199,974 in cash.
3. On December 20, 1984, Whitney & Co. bought
66,667 shares of Common Stock for $500,000 in cash.
4. On December 20, 1984, the 8,000 shares of
Preferred Stock previously acquired by Whitney & Co. were
exchanged for 106,666 shares of Common Stock.
5. On January 3, 1985, Whitney & Co. purchased
22,167 shares of Common Stock for $166,250 in cash.
<PAGE> 14
Page 8 of 19 Pages
6. On July 2, 1986, Whitney & Co. purchased
125,000 Shares pursuant to the Agreement for $1,125,000 in
cash.
7. Whitney has transferred a total of 156,589
shares of Common Stock to partners and retired partners of
of Whitney & Co.
The cash purchase price of the 1,653,833 shares
of Common Stock identified in Item 5 of this Statement
as owned by Whitney Associates was paid by Whitney Associates
from its own funds available for investment. Whitney
Associates acquired such shares in the following trans-
actions:
1. On June 29, 1983, Whitney Associates bought
173 shares of Common Stock for $260 in cash.
2. On October 21, 1983, Whitney Associates
bought 8,000 shares of Preferred Stock, $1 par value
("Preferred Stock"), of the Company for $800,000 in cash
and 1,333,160 shares of Common Stock for $199,974 in cash.
3. On December 20, 1984, Whitney Associates
bought 66,667 shares of Common Stock for $500,000 in
cash.
<PAGE> 15
Page 9 of 19 Pages
4. On December 20, 1984, the 8,000 shares of
Preferred Stock previously acquired by Whitney Associates
were exchanged for 106,666 shares of Common Stock.
5. On January 3, 1985, Whitney Associates pur-
chased 22,167 shares of Common Stock for $166,250 in cash.
6. On July 2, 1986, Whitney Associates purchased
125,000 Shares pursuant to the Agreement for $1,125,000.
Item 4: Purpose of Transaction
----------------------
Whitney & Co. and Whitney Associates have acquired
the shares of Common Stock held by them as investments. Each
of Whitney & Co. and Whitney Associates will continue to re-
view its investment in Genicom, and each reserves the right,
based on such review, to dispose of any or all of the Common
Stock owned by it or otherwise to change its intentions with
respect to any or all of the matters referred to in this
Item 4. Subject to the preceding sentence and the other
information set forth herein, neither Whitney & Co. nor
Whitney Associates has formulated any plans or proposals
which relate to or would result in:
(a) The acquisition by any person of additional
securities of Genicom, or the disposition of securities
of Genicom.
<PAGE> 16
Page 10 of 19 Pages
(b) An extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving Genicom
or any of its subsidiaries;
(c) A sale or transfer of a material amount of
assets of Genicom or any of its subsidiaries;
(d) Any change in the present board of directors
or management of Genicom, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any material change in the present capitaliza-
tion or dividend policy of Genicom;
(f) Any other material change in Genicom's busi-
ness or corporate structure;
(g) Changes in Genicom's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of Genicom by any person;
(h) Causing a class of securities of Genicom 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;
(i) A class of equity securities of Genicom
becoming eligible for termination of registration pur-
suant to Section 12(g)(4) of the Securities Exchange Act
of 1934, as amended; or
<PAGE> 17
Page 11 of 19 Pages
(j) Any action similar to any of those enumerated
above.
Item 5: Interest in Securities of the Issuer
------------------------------------
(a) Whitney & Co. owns 1,497,244 shares of Common
Stock (or 15.7% of the total outstanding), and Whitney Asso-
ciates owns 1,653,833 shares of Common Stock (or 17.3% of
the total outstanding). Whitney & Co. and Whitney Associates
own in the aggregate 3,151,077 shares of Common Stock (or
33% of the total outstanding).*
(b) Each of Whitney & Co. and Whitney Associates
has sole power to vote and dispose of the securities of
Genicom which it owns.
_____________________
* The figures for the amounts held by Whitney & Co. and
Whitney Associates do not include: (a) the following
shares of Common Stock owned directly by the following
general partners of Whitney & Co., with respect to all
of which Whitney & Co. and Whitney Associates disclaim
beneficial ownership: (i) Harry A. Marshall - 2,813
shares; (ii) David T. Morgenthaler II - 6,680 shares;
(iii) Russell E. Planitzer - 3,347 shares; (iv) Edward V.
Ryan - 3,800 shares; and (v) Benno C. Schmidt - 42,226
shares; (b) 29,936 shares of Common Stock previously
transferred by Whitney & Co. to retired general partners
of Whitney & Co.; (c) 21,600 shares of Common Stock
owned directly by donees of the general partners of
Whitney & Co., with respect to which the respective
general partners disclaim beneficial ownership; and (d)
46,187 shares of Common Stock previously transferred by
Whitney & Co. to the limited partners of Whitney & Co.,
with respect to which Whitney & Co. disclaims beneficial
ownership.
<PAGE> 18
Page 12 of 19 Pages
(c) There have been no transactions in securi-
ties of Genicom effected during the past sixty days by
Whitney & Co., Whitney Associates or any general partner
of Whitney & Co., other than the acquisition by Whitney &
Co. and Whitney Associates of the Shares pursuant to the
Agreement.
(d) No other person has the right to receive
or the power to direct the receipt of dividends from, or
proceeds from the sale of, the securities of Genicom owned
by Whitney & Co. and Whitney Associates.
(e) Not applicable.
Item 6: Contracts, Amendments, Understandings
-------------------------------------
or Relationships with Respect to
--------------------------------
Securities of the Issuer
------------------------
In addition to the Agreement (EXHIBIT 1), Whitney
& Co. and Whitney Associates are parties to Registration
Rights Agreements with Genicom dated October 21, 1983,
December 20, 1984, December 20, 1984 and January 3, 1985,
respectively, (EXHIBITS 2 through 5), which provide for
certain registration rights with respect to certain of
the Common Stock held by Whitney & Co. and Whitney Associates.
On July 7, 1986, Whitney & Co. and Whitney Asso-
ciates executed a joint filing agreement, a copy of which
is annexed hereto as EXHIBIT 6.
<PAGE> 19
Page 13 of 19 Pages
The terms of EXHIBITS 1 through 6 are incorporated
herein by reference.
Except as set forth above, there are no contracts,
arrangements, understandings or relationships (legal or
otherwise) among Whitney & Co. and Whitney Associates or
among Whitney & Co. and Whitney Associates or among Whitney
& Co. and Whitney Associates and any other person with
respect to any securities of Genicom including but not
limited to transfer or voting of any of the 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.
Item 7: Material to be Filed as Exhibits
--------------------------------
EXHIBIT 1 - Agreement
EXHIBIT 2 - Registration Rights Agreement
dated October 21, 1983
EXHIBIT 3 - Registration Rights Agreement
dated December 20, 1984
EXHIBIT 4 - Registration Rights Agreement
dated December 20, 1984
EXHIBIT 5 - Registration Rights Agreement
dated January 3, 1985
EXHIBIT 6 - Joint Filing Agreement
<PAGE> 20
Page 14 of 19 Pages
After reasonable inquiry and to the best of its
knowledge and belief, each of Whitney & Co. and Whitney
Associates certifies that the information set forth in
this statement is true, complete and correct.
Dated: July 7, 1986
J. H. WHITNEY & CO.
By: /s/ Edward V. Ryan
---------------------
General Partner
J. H. WHITNEY ASSOCIATES
By: J. H. Whitney & Co.
General Partner
By: /s/ Edward V. Ryan
-------------------
General Partner
