UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Penril DataComm Networks, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
709 352 108
(CUSIP Number)
JAMES J. CRAMER
100 Wall Street
8th Floor
New York, NY 10005
Tel. No.: (212) 742-4480
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 16, 1996
(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
statement 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 [ ].
PAGE 1 OF 8 PAGES
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.J. Cramer & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)
(B) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 634,250
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
634,250
10 SHARED DISPOSITIVE POWER
57,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 3 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Cramer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)
(B) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
634,250
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
691,750
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 4 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karen L. Cramer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)
(B) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
634,250
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
691,750
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 709 352 108 PAGE 5 OF 8 PAGES
ITEM 1. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13D, dated
August 21, 1995, as amended by Amendment No. 1, dated September 7, 1995, as
amended by Amendment No. 2, dated September 27, 1995, as amended by Amendment
No. 3, dated October 11, 1995, as amended by Amendment No. 4, dated
October 26, 1995, as amended by Amendment No. 5, dated November 10, 1995,
as amended by Amendment No. 6, dated January 2, 1996 and as amended by
Amendment No. 7, dated February 7, 1996 (the "Statement"), filed by the
undersigned relating to the Common Stock, par value $0.01 per share of
Penril DataComm Networks, Inc., a Delaware corporation, as set forth below.
Unless otherwise indicated, all capitalized terms used herein shall have
the same meaning as set forth in the Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is hereby amended and restated to read in its
entirety as follows:
Of the 691,750 Shares held by the Reporting Persons, 634,250 Shares were
purchased with the personal funds of the Partnership in the aggregate
amount of $3,997,056.56 and 57,500 Shares were purchased with the personal
funds of GAM in the aggregate amount of $541,230.00.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b) and 5(c) of the Statement are hereby amended and restated
to read in their entirety as follows:
(a) This statement on Schedule 13D relates to 691,750 Shares beneficially
owned by the Reporting Persons, which constitute approximately 6.9% of
the issued and outstanding Shares.
(b) The Manager has sole voting and dispositive power with respect to 634,250
Shares and shared dispositive power with GAM with respect to the 57,500
Shares. GAM has sole voting power with respect to 57,500 Shares. James
Cramer and Karen Cramer have shared voting and dispositive power with
respect to 634,250 Shares and shared dispositive power with respect to
57,500 Shares.
(c) Since the last filing date, the Reporting Persons purchased and sold
shares of the Common Stock on the dates, in the amounts and at the
prices set forth on Exhibit B attached hereto and incorporated by
reference herein. All of such purchases and sales were made on the
open market.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Statement is amended by (i) deleting on the second line the
number "817,550" and replacing it with the number "634,250" and (ii) deleting
on the fourth line the number "132,500" and replacing it with the number
"57,500."
<PAGE>
CUSIP NO. 709 352 108 PAGE 6 OF 8 PAGES
SIGNATURES
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: May 29, 1996
J.J. CRAMER & CO.
By: /S/JAMES J. CRAMER
----------------------------
Name: James J. Cramer
Title: President
/S/JAMES J. CRAMER
----------------------------
James J. Cramer
/S/KAREN L. CRAMER
----------------------------
Karen L. Cramer
<PAGE>
CUSIP NO. 709 352 108 PAGE 7 OF 8 PAGES
EXHIBIT B
Transactions in Common Stock
of The Company Since
the Last Filing Date
<TABLE>
<CAPTION>
CRAMER PARTNERS, L.P.
TRADE DATES NO. OF SHARES PURCHASED/SOLD COST (SALES PRICE) PER SHARE TYPE
<S> <C> <C> <C>
2/14/96 7,500 7.875 S
3/04/96 5,000 8.000 S
3/11/96 10,000 7.031 P
3/18/96 10,000 6.625 P
3/22/96 10,000 6.813 P
3/25/96 5,000 6.000 P
3/26/96 20,000 5.875 P
3/28/96 5,000 6.125 P
3/29/96 5,000 6.250 P
4/01/96 2,100 6.375 S
4/15/96 60,000 7.999 S
4/16/96 10,000 8.433 S
4/16/96 10,000 8.433 S
4/16/96 10,000 8.433 S
5/15/96 50,000 9.750 S
5/16/96 83,700 9.6647 S
5/16/96 10,000 9.750 S
<PAGE>
CUSIP NO. 709 352 108 PAGE 8 OF 8 PAGES
TRADE DATE NO. OF SHARES PURCHASED/SOLD COST (SALES PRICE) PER SHARE TYPE
2/12/96 5,000 8.000 S
2/13/96 5,000 7.750 P
2/14/96 5,000 8.000 S
2/14/96 5,000 8.000 S
3/04/96 5,000 8.000 S
3/27/96 300 6.125 P
3/29/96 2,500 6.250 P
4/12/96 9,000 7.368 S
4/15/96 20,000 7.999 S
4/16/96 10,000 8.433 S
4/25/96 15,000 8.375 P
5/01/96 20,000 8.531 S
5/15/96 50,000 9.750 S
5/16/96 26,300 9.6647 S
5/24/96 42,500 9.4260 P
5/28/96 15,000 9.3750 P
</TABLE>
