SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
THE PANDA PROJECT, INC.
______________________________
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
______________________________________________
(Title of Class of Securities)
69833F104
_______________
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
____________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 2000
_________________________
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[x].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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 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 page(s)
Page 1 of 11 Pages
Exhibit Index: Page 10
<PAGE>
Page 2 of 11 Pages
SCHEDULE 13D
CUSIP No. 69833F104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ANGELO, GORDON & CO., L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable.
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 9,690,034
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 9,690,034
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,690,034
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
23.42%
14 Type of Reporting Person*
BD; IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 11 Pages
SCHEDULE 13D
CUSIP No. 69833F104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JOHN M. ANGELO
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable.
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 9,690,034
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
9,690,034
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,690,034
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
23.42%
14 Type of Reporting Person*
IN; HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 11 Pages
SCHEDULE 13D
CUSIP No. 317832103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MICHAEL L. GORDON
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable.
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 9,690,034
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
9,690,034
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,690,034
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
23.42%
14 Type of Reporting Person*
IN; HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 11 Pages
This Statement on Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of The Panda Project, Inc. (the
"Issuer"). This Statement is being filed by the Reporting Persons (as defined
herein) to report that, as a result of the exchange of Series A Preferred Stock
of the Issuer for Shares, the Reporting Persons may be deemed to be the
beneficial owners of more than 20% of the outstanding Shares of the Issuer.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive office of the Issuer is 951 Broken Sound Parkway, N.W., Boca
Raton, Florida 33487.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
i) Angelo, Gordon & Co., L.P. ("Angelo, Gordon");
ii) John M. Angelo; and
iii) Michael L. Gordon.
This Statement relates to Shares held for the accounts of
Angelo, Gordon and seventeen private investment funds for which Angelo, Gordon
acts as general partner and/or discretionary investment advisor (collectively,
the "Funds").
Angelo, Gordon is a Delaware limited partnership. AG Partners,
L.P., a Delaware limited partnership, is the sole general partner of Angelo,
Gordon. John M. Angelo is a general partner of AG Partners, L.P. and the chief
executive officer of Angelo, Gordon. Michael L. Gordon is the other general
partner of AG Partners, L.P. and the chief operating officer of Angelo, Gordon.
Angelo, Gordon, and AG Partners, L.P. through Angelo, Gordon, are engaged in the
investment and investment management business. The principal occupation of each
of John M. Angelo and Michael L. Gordon is his respective position as an officer
of Angelo, Gordon at Angelo, Gordon's principal office. John M. Angelo and
Michael L. Gordon are United States citizens. The principal business address of
each of AG Partners, L.P., Angelo, Gordon, John M. Angelo and Michael L. Gordon
is 245 Park Avenue, New York, New York 10167. Set forth in Annex A hereto and
incorporated by reference in response to this Item 2 and elsewhere in this
Schedule 13D as applicable is a list of the executive officers of Angelo,
Gordon.
During the past five years, none of the Reporting Persons and,
to the best of the Reporting Persons' knowledge, any other person identified in
response to this Item 2 has been (a) convicted in a criminal proceeding or (b) a
party to any civil proceeding as a result of which it or he has been subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
8,719,789 of the Shares reported herein as being held for the
accounts of Angelo, Gordon and the Funds were acquired from the Issuer in
exchange for 158.63 shares of Series A Preferred Stock of the Issuer.
<PAGE>
Page 6 of 11 Pages
The Shares held for the accounts of Angelo, Gordon and the
Funds may be held through margin accounts maintained with brokers, which extend
margin credit as and when required to open or carry positions in their margin
accounts, subject to applicable federal margin regulations, stock exchange rules
and such firms' credit policies. The positions which may be held in the margin
accounts, including the Shares, are pledged as collateral security for the
repayment of debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for
the accounts of Angelo, Gordon and the Funds were acquired for investment
purposes. Neither the Reporting Persons nor, to the best of their knowledge, any
of the other persons identified in response to Item 2, has any plans or
proposals that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Although the acquisition of the Shares is for investment
purposes, each of the Reporting Persons may pursue discussions with management
to maximize long-term value for shareholders.
The Reporting Persons reserve the right to acquire, or cause
to be acquired, additional securities of the Issuer, to dispose of, or cause to
be disposed, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of Angelo, Gordon, John M. Angelo and Michael R.
Gordon may be deemed the beneficial owner of the 9,690,034 Shares (approximately
23.42% of the total number of Shares outstanding). This number includes 533,307
Shares held for the account of Angelo, Gordon (32,675 Shares of which can be
obtained through an exchange of 32,675 warrants currently held by Angelo,
Gordon) and 9,156,727 Shares held for accounts of the Funds (477,448 Shares of
which can be obtained through an exchange of 477,448 warrants currently held by
the Funds).
(b) (i) Angelo, Gordon may be deemed to have the sole power to
direct the voting and disposition of the 533,307 Shares held for its account and
the 9,156,727 Shares held for the accounts of the Funds.
(ii) John M. Angelo and Michael L. Gordon, as a result of
their positions with Angelo, Gordon, may be deemed to have the shared power to
direct the voting and disposition of the 533,307 Shares held for Angelo,
Gordon's account and the 9,156,727 Shares held for the accounts of the Funds.
(c) Except as disclosed in Item 3 hereof, which is
incorporated by reference in this Item 5, there have been no transactions
effected with respect to the Shares since November 28, 1999 (60 days prior to
the date hereof) by any of the Reporting Persons. Angelo, Gordon and Ramius
Capital Group, L.L.C. ("Ramius") are both members of AG Ramius Partners, LLC, a
Delaware limited liability company that provides investment advice. Ramius
manages a fund whose holdings include Shares. Such holdings are described in a
separate Schedule 13D filed of even date herewith.
<PAGE>
Page 7 of 11 Pages
(d) (i) The partners of Angelo, Gordon have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by Angelo, Gordon in accordance with their partnership interests in
Angelo, Gordon.
(ii) The partners and shareholders of the Funds have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the Shares held by the Funds in accordance with their partnership and
ownership interests, respectively, in the Funds.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
From time to time, each of the Reporting Persons and the Funds
may lend portfolio securities to brokers, banks or other financial institutions.
These loans typically obligate the borrower to return the securities, or an
equal amount of securities of the same class, to the lender and typically
provide that the borrower is entitled to exercise voting rights and to retain
dividends during the term of the loan. From time to time, to the extent
permitted by applicable laws, each of the Reporting Persons and the Funds may
borrow securities, including the Shares, for the purpose of effecting, and may
effect, short sale transactions, and may purchase securities for the purpose of
closing out short positions in such securities.
Except as described above, the Reporting Persons and the Funds
do not have any contracts, arrangements, understandings or relationships with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Joint Filing Agreement dated as of January 27, 2000 by and
among Angelo, Gordon, John M. Angelo and Michael R. Gordon.
<PAGE>
Page 8 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: January 27, 2000
ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /S/ MICHAEL L. GORDON
-----------------------------------
Michael L. Gordon
General Partner
JOHN M. ANGELO
/S/ JOHN M. ANGELO
-----------------------------------------------------
MICHAEL L. GORDON
/S/ MICHAEL L. GORDON
-----------------------------------------------------
<PAGE>
Page 9 of 11 Pages
ANNEX A
Officers of Angelo, Gordon & Co., L.P.
Name/Citizenship Principal Occupation Business Address
- ---------------- -------------------- ----------------
John M. Angelo
(United States) Chief Executive Officer 245 Park Avenue
New York, NY 10167
Fred Berger
(United States) Chief Financial Officer 245 Park Avenue
New York, NY 10167
Michael L. Gordon Chief Operating Officer 245 Park Avenue
(United States) New York, NY 10167
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 10 of 11 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated as of January 27, 2000 by
and among Angelo, Gordon & Co., L.P., John M. Angelo and
Michael L. Gordon....................................... 11
Page 11 of 11 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Common Stock of The Panda Project, Inc. dated January
27, 2000 is, and any amendments thereto signed by each of the undersigned shall
be, filed on behalf of each of us pursuant to and in accordance with the
provisions of the undersigned shall be, filed on behalf of each of us pursuant
to and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934.
Date: January 27, 2000
ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /S/ MICHAEL L. GORDON
-----------------------------------
Michael L. Gordon
General Partner
JOHN M. ANGELO
/S/ JOHN M. ANGELO
-----------------------------------------------------
MICHAEL L. GORDON
/S/ MICHAEL L. GORDON
-----------------------------------------------------
