UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
June 17, 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 13 PAGES
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 2 OF 13 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 1,060,650
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,060,650
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 3 OF 13 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
1,060,650
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,060,650
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 4 OF 13 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
1,060,650
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,060,650
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 5 OF 13 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 1,060,650
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,060,650
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 6 OF 13 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 1,060,650
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,060,650
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 709 352 108 PAGE 7 OF 13 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 and as amended by
Amendment No. 8, dated May 29, 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 2.IDENTITY AND BACKGROUND.
Item 2 of the Statement is hereby amended and restated to read
in its entirety as follows:
This statement on Schedule 13D is being filed by J.J. Cramer &
Co., a Delaware corporation (the "Manager"), James J. Cramer,
Karen L. Cramer, Cramer Partners, L.P. (the "Partnership") and
Cramer Capital Corporation (collectively, the "Reporting
Persons"). A copy of the Joint Filing Agreement among the
Reporting Persons is annexed hereto as Exhibit A.
The Reporting Persons act as an investment manager of the
Partnership. Cramer Capital Corporation is the general partner
of the Partnership. The address of the principal business and
principal office of the Manager, the Partnership and Cramer
Capital Corporation is 100 Wall Street, 8th Floor, New York,
New York 10005. The business address of James Cramer and Karen
Cramer is 100 Wall Street, 8th Floor, New York, New York 10005.
The present principal occupation or employment of James Cramer
is President of J.J. Cramer & Co. and of Cramer Capital
Corporation and the present principal occupation or employment
of Karen Cramer is Vice President of J.J. Cramer & Co. and of
Cramer Capital Corporation.
During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities
<PAGE>
CUSIP NO. 709 352 108 PAGE 8 OF 13 PAGES
laws or finding any violation with respect to such laws. James
Cramer and Karen Cramer are citizens of the United States of America.
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 1,060,650 Shares held by the Reporting
Persons, 1,060,650 Shares were purchased with the
personal funds of the Partnership in the aggregate
amount of $9,196,583.70.
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
1,060,650 Shares beneficially owned by the
Reporting Persons, which constitute
approximately 10.1% of the issued and
outstanding Shares.
(b) The Manager has sole voting and dispositive
power with respect to 1,060,650 Shares owned by
the Partnership. James Cramer and Karen Cramer
have shared voting and dispositive power with
respect to 1,060,650 Shares.
(c) Since the date of the last filing, 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.
<PAGE>
CUSIP NO. 709 352 108 PAGE 9 OF 13 PAGES
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 "634,250" and replacing it with the number
"1,060,650" and (ii) deleting on the fourth line the number "57,500" and
replacing it with the number "0."
<PAGE>
CUSIP NO. 709 352 108 PAGE 10 OF 13 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: July 2, 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 11 OF 13 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the persons named below each hereby agrees that the
Schedule 13D filed herewith and any amendments thereto relating to the
acquisition of shares of the Common Stock of the Company is filed jointly
on behalf of each such person.
Dated: July 2, 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 12 OF 13 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>
6/13/96 25,000 10.1500 P
6/17/96 95,000 11.7154 P
6/17/96 110,000 10.9600 P
6/21/96 47,400 13.3750 P
6/24/96 22,500 13.3056 P
6/25/96 16,600 13.2624 P
6/26/96 35,000 13.0890 P
6/27/96 12,900 13.1250 P
6/28/96 47,000 13.4654 P
6/28/96 10,000 13.6250 P
6/28/96 5,000 13.5000 P
GAM
NO. OF SHARES
TRADE DATE PURCHASED/SOLD COST (SALES PRICE) PER SHARE TYPE
5/29/96 20,000 9.0940 P
5/30/96 10,000 9.2500 P
6/04/96 22,500 9.1530 P
6/06/96 15,000 9.1800 P
6/10/96 10,000 10.7500 S
<PAGE>
CUSIP NO. 709 352 108 PAGE 13 OF 13 PAGES
6/11/96 20,000 10.3440 P
6/17/96 110,000 10.8350 S
6/18/96 15,000 13.3750 S
6/18/96 10,000 13.8750 S
</TABLE>
