UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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)
November 5, 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 <square>.
Check the following box if a fee is being paid with the statement <square>.
PAGE 1 OF 10 PAGES
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 2 OF 10 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 1,984,550
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
-0-
9 SOLE
DISPOSITIVE
POWER
1,984,550
10 SHARED
DISPOSITIVE
POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 3 OF 10 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
United States
7 SOLE VOTING
POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
1,984,550
9 SOLE
DISPOSITIVE
POWER
-0-
10 SHARED
DISPOSITIVE
POWER
1,984,550
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 4 OF 10 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
1,984,550
9 SOLE
DISPOSITIVE
POWER
-0-
10 SHARED
DISPOSITIVE
POWER
1,984,550
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 5 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Partners, L.P.
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
BENEFICIALLY 1,984,550
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE
DISPOSITIVE
POWER
1,984,550
10 SHARED
DISPOSITIVE
POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 6 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Capital Corporation
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 1,984,550
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
-0-
9 SOLE
DISPOSITIVE
POWER
1,984,550
10 SHARED
DISPOSITIVE
POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 709 352 108 PAGE 7 OF 10 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,
as amended by Amendment No. 7, dated February 7, 1996, as amended by
Amendment No. 8, dated May 29, 1996, as amended by Amendment No. 9, dated
July 2, 1996, as amended by Amendment No. 10, dated July 15, 1996, and as
amended by Amendment No. 11, dated October 18, 1996 (the "Statement"),
filed by the undersigned relating to the Common Stock, par value $0.01
per share of Penril DataComm Networks, Inc., (the "Issuer") 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:
The 1,984,550 Shares held by the Reporting Persons were
purchased with the personal funds of the Partnership in the
aggregate amount of
$22,872,327.56.
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 1,984,550 Shares
beneficially owned by the Reporting Persons, which
constitute approximately 17.7% of the issued and
outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the
Manager have sole voting and dispositive power with
respect to 1,984,550 Shares owned by the Partnership.
James Cramer and Karen Cramer have shared voting and
dispositive power with respect to the Partnership's
1,984,550 Shares.
(c) Since the last filing, the Reporting Persons purchased
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 were made on the open market.
<PAGE>
CUSIP NO. 709 352 108 PAGE 8 OF 10 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Statement is amended by deleting on the second
line the number "1,234,050" and replacing it with the number
"1,984,550".
<PAGE>
CUSIP NO. 709 352 108 PAGE 9 OF 10 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: November 14, 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
CRAMER PARTNERS, L.P.
By: CRAMER CAPITAL CORPORATION,
its general partner
By:/S/ JAMES J. CRAMER
Name: James J. Cramer
Title: President
CRAMER CAPITAL CORPORATION
By:/S/ JAMES J. CRAMER
Name: James J. Cramer
Title: President
<PAGE>
CUSIP NO. 709 352 108 PAGE 10 OF 10 PAGES
EXHIBIT B
Transactions in Common Stock
of The Company
CRAMER PARTNERS, L.P.
<TABLE>
<CAPTION>
NO. OF SHARES
TRADE DATES PURCHASED/SOLD COST (SALES PRICE) PER SHARE TYPE
<S> <C> <C> <C>
10/18/96 10,000 14.250 P
10/23/96 2,000 14.250 P
10/29/96 10,000 14.0625 P
10/30/96 25,000 14.075 P
10/30/96 1,000 13.875 P
10/30/96 5,000 14.125 P
11/5/96 70,000 14.8839 P
11/5/96 50,000 14.6880 P
11/5/96 5,000 14.25 P
11/5/96 75,000 15.007 P
11/6/96 75,000 15.00 P
11/6/96 50,000 15.00 P
11/6/96 97,500 14.9599 P
11/7/96 50,000 15.00 P
11/12/96 38,500 15.375 P
11/12/96 186,500 13.317 P
</TABLE>
