SAFEGUARD SCIENTIFICS INC ET AL
SC 13G, 1997-02-13
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                          SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC 20549
                                           
                                     Schedule 13G
                                    (Rule 13d-102)
                                           
               INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                      UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                  (Amendment No. 2)(1)
                                           
                     Coherent Communications Systems Corporation
                                   (Name of Issuer)
                                           
                        Common Stock, $.01 par value per share
                            (Title of Class of Securities)
                                           
                                     192478 10 5
                                    (CUSIP Number)
                                           







(1)   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).

                                            

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CUSIP NO.     192478 10 5

1.  NAME OF REPORTING PERSON 
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Safeguard Scientifics, Inc. 23-1609753

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                 (a) / x /       
                                                 (b) /   /  
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION
    
    Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    
    5.   SOLE VOTING POWER                  

    6.   SHARED VOTING POWER                4,843,342 
    
    7.   SOLE DISPOSITIVE POWER                  
                                  
    8.   SHARED DISPOSITIVE POWER           4,843,342      
              
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    4,843,342

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    32.1%

12. TYPE OF REPORTING PERSON*

    CO 

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CUSIP NO.     192478 10 5

1.  NAME OF REPORTING PERSON 
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Safeguard Scientifics (Delaware), Inc. 51-0291171

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                 (a) / x /       
                                                 (b) /   /  
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION
    
    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    
    5.   SOLE VOTING POWER                  

    6.   SHARED VOTING POWER                4,843,342 
    
    7.   SOLE DISPOSITIVE POWER                  
                                  
    8.   SHARED DISPOSITIVE POWER           4,843,342      
              
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    4,843,342

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    32.1%

12. TYPE OF REPORTING PERSON*

    CO

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Item 1 (a)    Name of Issuer:

Coherent Communications Systems Corporation

Item 1 (b)    Address of Issuer's Principal Executive Offices:

44084 Riverside Parkway
Leesburg, VA 22075

Item 2 (a)    Name of Person Filing:

(1)      Safeguard Scientifics, Inc.        
(2)      Safeguard Scientifics (Delaware), Inc.

Item 2 (b)    Address of Principal Business Office:

(1) 800 The Safeguard Building         
    435 Devon Park Drive               
    Wayne, PA 19087-1945          

(2) 103 Springer Building
    3411 Silverside Road
    Wilmington, DE 19803

Item 2 (c)    Citizenship:

(1) Pennsylvania        
(2) Delaware

Item 2 (d)    Title of Class of Securities:

Common Stock, $.01 par value per share

Item 2 (e)    CUSIP Number:

192478 10 5

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) /  /  Broker or dealer registered under Section 15 of 
                   the Act.

         (b) /  /  Bank as defined in Section 3(a)(6) of the Act.

         (c) /  /  Insurance Company as defined in Section 3(a)(19) 
                   of the Act.

         (d) /  /  Investment Company registered under Section 8 of 
                   the Investment Company Act of 1940.

         (e) /  /  Investment Adviser registered under Section 203 
                   of the Investment Advisers Act of 1940.

         (f) /  /  Employee Benefit Plan, Pension Fund which is 
                   subject to the provisions of the Employee 
                   Retirement Income Security Act of 1974 or 
                   Endowment Fund; see 13d-1(b)(1)(ii)(F).

         (g) /  /  Parent Holding Company, in accordance with Rule 
                   13d-1(b)(ii)(G); see Item 7.

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         (h) /  /  Group, in accordance with Rule 13d-
                   1(b)(1)(ii)(H).

Not Applicable

Item 4        Ownership:

(a) Amount Beneficially Owned:              

    4,843,342 shares of Common Stock 

(b) Percent of Class:   

    32.1% 

(c) Number of shares as to which such person has:

    (i)    sole power to vote or to direct the vote:         

           0

    (ii)   shared power to vote or to direct the vote:       

           4,843,342

    (iii)  sole power to dispose or to direct the disposition of:      

           0

    (iv)   shared power to dispose or to direct the disposition of:    

         4,843,342

Safeguard Scientifics (Delaware), Inc., a wholly owned subsidiary of Safeguard
Scientifics, Inc., is the record holder of the 4,843,342 shares of common stock.

Item 5        Ownership of Five Percent or Less of a Class:

Not applicable

Item 6        Ownership of More than Five Percent on Behalf of 
              Another Person:

Not applicable

Item 7        Identification and Classification of the Subsidiary 
              Which Acquired the Security Being Reported on by the 
              Parent Holding Company:

Safeguard Scientifics (Delaware), Inc., a Delaware corporation, is a wholly
owned subsidiary of Safeguard Scientifics, Inc..

Item 8        Identification and Classification of Members of the Group:

Safeguard Scientifics (Delaware), Inc. and Safeguard Scientifics, Inc. are
members of a group for purposes of Sections 13(d) and 13(g) of the Securities
Exchange Act of 1934.

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Item 9        Notice of Dissolution of Group:

Not applicable.

Item 10  Certification:
         
By signing below I certify that, to the best of my 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.
         
         
                                      SIGNATURE
                                           
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. 
In executing this statement, the undersigned agrees, to the extent required by
Rule 13d-1(f), that this statement is being filed on behalf on each of the
Reporting Persons herein.

                        SAFEGUARD SCIENTIFICS, INC.



                        By: /s/ James A. Ounsworth
                             James A. Ounsworth
                             Sr. Vice President and 
                             General Counsel

Dated: February 7, 1997


                        SAFEGUARD SCIENTIFICS (DELAWARE), INC.


                        By: /s/ James A. Ounsworth
                             James A. Ounsworth
                             Vice President 

Dated:  February 7, 1997



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