UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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)
July 3, 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 9 PAGES
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 2 OF 9 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)
9.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 3 OF 9 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)
9.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 4 OF 9 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)
9.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 5 OF 9 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)
9.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 709 352 108 PAGE 6 OF 9 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)
9.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 709 352 108 PAGE 7 OF 9 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, and as amended by Amendment No. 9,
dated July 2, 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.
Amendment No. 10 is being filed to correct the percentage
reported on Amendment No. 9. that the Reporting Persons beneficially
owned as of July 2, 1996. The Reporting Persons calculated the
percentage set forth in Amendment No. 9 based on 10,543,369 Shares
outstanding as reported by the Issuer in the Issuer's 10-Q dated
April 30, 1996. Subsequent to the filing of Amendment No. 9, the
Reporting Persons were informed by Issuer's counsel that the number of
outstanding Shares as of July 2, 1996 was 10,737,036 Shares as a result
of additional issuances of Shares on June 17, June 19 and June 20, 1996.
Based on the actual number of Shares outstanding as of July 2, 1996, the
percentage as of such date was 9.9%. The percentage reported on
Amendment No. 10 is based on 10,752,636 shares of the Issuer outstanding
as of July 15, 1996.
ITEM 5.INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Statement is hereby amended and restated to
read in its entirety as follows:
(a) This statement on Schedule 13D relates to
1,060,650 Shares beneficially owned by the
Reporting Persons, which constitute
approximately 9.9% of the issued and outstanding
Shares.
<PAGE>
CUSIP NO. 709 352 108 PAGE 8 OF 9 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 15, 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 9 OF 9 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
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>
