SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. A# 2)
STRATACOM, INC.
---------------------------------------
(Name of Issuer)
COMMON STOCK
---------------------------------------
(Title of Class of Securities)
862683109
------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing 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.)
*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 the
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 following pages(s))
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 862683109
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
AMERINDO INVESTMENT ADVISORS INC., a California corporation, AMERINDO
ADVISORS (U.K.) LIMITED, AMERINDO INVESTMENT ADVISORS, INC., a Panama
corporation, ALBERTO W. VILAR and GARY A. TANAKA, who disaffirm the
existence of any group and who are sometimes collectively referred to
as the "Reporting Persons."
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
See Item 4 of separate cover pages for Reporting Persons
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
3,568,500 shares in the aggregate for all Reporting
Persons and as to all of which beneficial ownership
is disclaimed
7) Sole Dispositive Power None
(8) Shared Dispositive Power
3,568,500 shares in the aggregate for all Reporting
Persons and as to all of which beneficial ownership
is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
3,568,500 shares in the aggregate for all Reporting Persons and as to
all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 4.86%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 862683109
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
AMERINDO INVESTMENT ADVISORS INC.
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
California
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
3,307,500 shares, as to all of which beneficial ownership
is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
3,307,500 shares, as to all of which beneficial ownership
is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
3,307,500 shares, as to all of which beneficial ownership is
disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 4.50%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 862683109
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
AMERINDO ADVISORS (U.K.) LIMITED
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
United Kingdom
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power None
Person with
(7) Sole Dispositive Power None
(8) Shared Dispositive Power None
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
None
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 0.0%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 862683109
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
AMERINDO INVESTMENT ADVISORS, INC.
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
Panama
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
261,000 shares, as to all of which beneficial ownership is
disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
261,000 shares, as to all of which beneficial ownership is
disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
261,000 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 0.36%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 862683109
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
ALBERTO W. VILAR
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of Shares
Beneficially Owned
by Each Reporting
Person with (5) Sole Voting Power None
(6) Shared Voting Power
3,568,500 shares, as to all of which beneficial ownership
is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
3,568,500 shares, as to all of which beneficial ownership
is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
3,568,500 shares, as to all of which beneficial ownership is
disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 4.86%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 862683109
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S Identification
GARY A. TANAKA
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ----------------------------
(See Instructions) (b)
----------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power None
Beneficially Owned
by Each Reporting (6) Shared Voting Power
Person with
3,568,500 shares, as to all of which beneficial ownership
is disclaimed
(7) Sole Dispositive Power None
(8) Shared Dispositive Power
3,568,500 shares, as to all of which beneficial ownership
is disclaimed
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person
3,568,500 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount [X]
in Row 9 Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
11) Percent of Class Represented
by Amount in Row 9 4.86%
- --------------------------------------------------------------------------------
12) Type of Reporting Person IA
(See Instructions)
- --------------------------------------------------------------------------------
<PAGE>
Item 1.
- ------
(a) The name of issuer as to whose securities this statement relates is
StrataCom, Inc. (the "Issuer").
(b) The address of Issuer's principal place of business is
1400 Parkmoor Avenue, San Jose, CA 95126.
Item 2.
- -------
(a-c) This statement is being filed by Amerindo Investment Advisors Inc., a
California corporation whose principal executive offices are located at One
Embarcadero Center, Suite 2300, San Francisco, California, 94111 ("Amerindo"),
Amerindo Advisors (U.K.) Limited, a United Kingdom corporation whose principal
executive offices are located at 43 Upper Grosvenor Street, London WIX 9PG
England ("Amerindo UK"), Amerindo Investment Advisors, Inc., a Panama
corporation, whose principal executive offices are located at Edificio Sucre,
Calle 48 Este, Bella Vista, Apartado 6277, Panama 5, Panama ("Amerindo
Panama"), Alberto W. Vilar and Gary A. Tanaka (sometimes hereinafter
collectively referred to as the "Reporting Persons"). Although this statement
is being made jointly by the Reporting Persons, each of
them expressly disaffirms membership in any group under Rule 13d-5 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise. Amerindo, Amerindo UK and Amerindo Panama are sometimes
hereinafter collectively referred to as the "Advisor Entities." Certain
shares previously reported by Amerindo UK are currently being reported by
Amerindo US due to the transfer of client accounts from Amerindo UK to
Amerindo US. This statement also reflects the correction of an inadvertant
error made in Amendment No. 1 in which the percentage ownership was not
computed based upon the shares outstanding subsequent to a 2 for 1 stock
split.
Each of the Advisor Entities is an investment advisor, and all of the
subject securities have been purchased by the Advisor Entities in the ordinary
course of their respective businesses as investment advisors and not with the
purpose of effecting changing or influencing the control of the issuer or in
connection with or as a participant in any transaction having such purpose or
effect, including any transaction subject to Rule 13d-3(b) under the Exchange
Act. Amerindo is registered as an investment advisor under the Investment
Advisors Act of 1940, as amended, and Amerindo UK is registered with the
Investment Management Regulatory Organization in the United Kingdom. Messrs.
Vilar and Tanaka are the sole shareholders and directors of each of the Advisor
Entities. Because each of the Advisor Entities is obligated to act in the best
interests of its respective clients and in accordance with the respective
mandates of those clients, there is no agreement between or among any of the
Reporting Persons to act together with respect to the issuer or its securities,
except that they may, from time to time and provided that transactions are
otherwise being effected at the same time, aggregate orders for client accounts
in order to receive more favorable trading terms.
(d-e) This statement is being filed as to the Common Stock of
StrataCom, Inc., Cusip Number 862683109.
<PAGE>
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
- ------
check whether the person filing is a:
(a-g) Inapplicable.
(h) This statement is being filed jointly by the Reporting Persons,
although each of them expressly disaffirms membership in any group under Rule
13d-5 under the Exchange Act.
Item 4. Ownership.
- ------ ---------
(a-c) The following table sets forth for each of the Advisor Entities and
for the Plan the aggregate number of shares of the Common Stock of the Issuer
beneficially owned by such person as of May 31, 1996, and the percentage
which such shares constitute of the total number of shares outstanding, as
reflected on the Issuer's Form 10Q for the Quarter ended March 31, 1996
(with beneficial ownership determined as set forth in Rule 13d-3 under the
Exchange Act, but with beneficial ownership being expressly disclaimed). Messrs.
Vilar and Tanaka, as the sole shareholders and directors of the Advisor
Entities, share with each other investment and dispositive power as to all
of the shares shown as owned by the Advisor Entities, who otherwise have sole
investment and dispositive power with respect thereto, except that each client
of the Advisor Entities has the unilateral right to terminate the advisory
agreement with the Advisor Entity in question on notice which typically need
not exceed 30 days.
Name No. of Shares Percent of Class
- ---- ------------- ----------------
Amerindo 3,307,500 4.50%
Amerindo UK 0 0.00%
Amerindo Panama 261,000 0.36%
Alberto W. Vilar 3,568,500 4.86%
Gary A. Tanaka 3,568,500 4.86%
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class.
- ------ --------------------------------------------
Inapplicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
- ------ ---------------------------------------------------------------
The subject shares are all owned by clients of the Advisor Entities.
No such person's interest in the securities included in this report exceeds
5% of the class outstanding.
Item 7. Identification and Classification of the Subsidiary Which
- ------ ---------------------------------------------------------
Acquired the Security Being Reported on By the Parent Holding
-------------------------------------------------------------
Company.
-------
Inapplicable.
Item 8. Identification and Classification of Members of the Group.
- ------ ---------------------------------------------------------
(a-c) This statement is being filed by Amerindo Investment Advisors Inc., a
California corporation whose principal executive offices are located at One
Embarcadero Center, Suite 2300, San Francisco, California, 94111 ("Amerindo"),
Amerindo Advisors (U.K.) Limited, a United Kingdom corporation whose principal
executive offices are located at 43 Upper Grosvenor Street, London WIX 9PG
England ("Amerindo UK"), Amerindo Investment Advisors, Inc., a Panama
corporation, whose principal executive offices are located at Edificio Sucre,
Calle 48 Este, Bella Vista, Apartado 6277, Panama 5, Panama ("Amerindo
Panama"), Alberto W. Vilar and Gary A. Tanaka (sometimes hereinafter
collectively referred to as the "Reporting Persons"). Although this statement
is being made jointly by Amerindo, Amerindo UK and Amerindo Panama, each of
them expressly disaffirms membership in any group under Rule 13d-5 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise.
Amerindo, Amerindo UK, Amerindo Panama are sometimes hereinafter collectively
referred to as the "Advisor Entities."
Each of the Advisor Entities is an investment advisor, and all of the
subject securities have been purchased by the Advisor Entities in the ordinary
course of their respective businesses as investment advisors and not with the
purpose of effecting changing or influencing the control of the issuer or in
connection with or as a participant in any transaction having such purpose or
effect, including any transaction subject to Rule 13d-3(b) under the Exchange
Act. Amerindo is registered as an investment advisor under the Investment
Advisors Act of 1940, as amended, and Amerindo UK is registered with the
Investment Management Regulatory Organization in the United Kingdom. Messrs.
Vilar and Tanaka are the sole shareholders and directors of each of the Advisor
Entities. Because each of the Advisor Entities is obligated to act in the best
interests of its respective clients and in accordance with the respective
mandates of those clients to act in the best interest of the beneficiaries
thereof, there is no agreement between or among any of the Reporting Persons to
act together with respect to the issuer or its securities, except that they
may, from time to time and provided that transactions are otherwise being
effected at the same time, aggregate orders for client accounts in order to
receive more favorable trading terms.
(d-e) This statement is being filed as to the Common Stock of
StrataCom, Inc., Cusip Number 862683109.
Item 9. Notice of Dissolution of Group.
- ------ ------------------------------
Inapplicable.
<PAGE>
Item 10. Certification.
- ------- -------------
By signing below, the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a participant
in any transaction having such purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, we certify that the information set forth in this
statement is true, complete and correct.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
-------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS (U.K.),
LIMITED, a United Kingdom corporation
By: /s/ Alberto W. Vilar
------------------------------
ALBERTO W. VILAR, DIRECTOR
AMERINDO INVESTMENT ADVISORS INC.,
a Panama corporation
By: /s/ Alberto W. Vilar
------------------------------
ALBERTO W. VILAR, DIRECTOR
/s/ Alberto W. Vilar
------------------------------
ALBERTO W. VILAR
/s/ Gary A. Tanaka
------------------------------
GARY A. TANAKA
<PAGE>
EXHIBIT A
STRATACOM, INC.
COMMON STOCK
862683109
We hereby agree that the within Statement on Schedule 13G/A regarding our
beneficial ownership of Common Stock is filed on behalf of each of us.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
------------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS (UK),
LIMITED, a United Kingdom corporation
By: /s/ Alberto W. Vilar
------------------------------------
ALBERTO W. VILAR, DIRECTOR
AMERINDO INVESTMENT ADVISORS, INC.,
a Panama corporation
By: /s/ Alberto W. Vilar
------------------------------------
ALBERTO W. VILAR, DIRECTOR
By: /s/ Alberto W. Vilar
------------------------------------
ALBERTO W. VILAR
By: /s/ Gary A. Tanaka
------------------------------------
GARY A. TANAKA
