UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CONTROL DATA SYSTEMS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
21238F106
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201)325-8660
(Name Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 16, 1996
(Date of Event which Requires Filing of this Statement)
If this 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 schedule because of Rule 13d-1(b)(3) or (4)
check the following box [ ].
Check the following box if a fee is being paid with this statement
[X]. (A fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) 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 ("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).<PAGE>
SCHEDULE 13D
CUSIP No. 21238F106
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 562,200
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 129,000
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 562,200
_________________________________________________________________
(10) Shared Dispositive Power
129,000
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 692,000
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
5.2%
_________________________________________________________________
14) Type of Reporting Person
I N <PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, $.01 par
value (the "Common Stock" or the "Shares"), of CONTROL DATA
SYSTEMS, INC.("Company"), which has its principal executive offices
at 4201 Lexington Avenue North, Arden Hills, Minnesota 55126-6198.
Item 2. Identity and Background.
This statement is being filed by Leon G. Cooperman,
("Cooperman"). Cooperman is the managing general partner of
limited partnerships organized under the laws of the State of
Delaware known as Omega Capital Partners, L.P., and Omega
Institutional Partners, L.P. They are private investment firms
engaged in the purchase and sale of securities for investment for
their own accounts. The business address of Cooperman and the
principal business and office of Omega Capital Partners, L.P., and
Omega Institutional Partners, L.P., is c/o Omega Advisors, Inc., 88
Pine Street, Wall Street Plaza - 31st Floor, New York, New York
10005. Cooperman is a citizen of the United States.
Cooperman is also the President and majority stockholder
of Omega Advisors, Inc., a Delaware corporation, engaged in
providing investment management. The address of the principal
business and office of Omega Advisors, Inc. is 88 Pine Street, Wall
Street Plaza - 31st Floor, New York, New York 10005. Omega
Advisors, Inc. serves as investment manager to Omega Overseas
Partners, Ltd., and Omega Overseas Partners II, Ltd., and Cooperman
is deemed to control said entities. Omega Overseas Partners, Ltd.,
is a Cayman Island corporation, with a business address at British
American Tower, Third Floor, Jennrett Street, Georgetown, Grand
Cayman Island, British West Indies. Omega Overseas Partners II,
Ltd., is a Cayman Island corporation, with a business address c/o
Hemisphere House, 9 Church Street, Hamilton HM 11, Bermuda. Omega
Advisors, Inc. also serves with discretionary power as investment
manager to unrelated third parties (herein referred to as the
"Managed Account").
Neither Cooperman nor any of the investment entities
controlled by him have, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has any such person, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which any such person
was or is 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.
Cooperman beneficially owns 692,000 Shares. Of this
amount, 238,300 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $4,444,643; 219,900 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $4,100,454; 96,300
Shares were purchased by Omega Overseas Partners, Ltd., at a cost
of $1,795,363; 7,700 Shares were purchased by Omega Overseas
Partners II, Ltd., at a cost of $144,950; and 129,800 Shares were
purchased by the Managed Account at a cost of $2,404,050. The
source of funds for the purchase of all such Shares was investment
capital.
Item 4. Purpose of Transaction.
Cooperman has acquired the Shares for investment
purposes, and only in the ordinary course of business.
In the ordinary course of business, Cooperman from time
to time evaluates holdings of securities, and based on such
evaluation, he may determine to acquire or dispose of securities of
specific issuers.
Cooperman has no present plans or intentions which would
result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10-Q for the quarterly period ended March 31, 1996 filed with
the Securities & Exchange Commission, there are 13,367,520 Shares
issued and outstanding. Omega Capital Partners, L.P., owns 238,300
Shares, or 1.8% of those outstanding; Omega Institutional Partners,
L.P., owns 219,900 Shares, or 1.6% of those outstanding; Omega
Overseas Partners, Ltd., owns 96,300 Shares, or 0.7% of those
outstanding; Omega Overseas Partners II, Ltd., owns 7,700 Shares,
or 0.1% of those outstanding; and the Managed Account owns 129,800
Shares, or 1.0% of those outstanding. Cooperman possesses sole
power to vote and direct the disposition of all Shares of Common
Stock owned by Omega Overseas Partners, Ltd. and Omega Overseas
Partners II, Ltd. As to the 129,800 Shares owned by the Managed
Account, there would be shared power to dispose or to direct the
disposition of such Shares because the owners of the Managed
Account may be deemed beneficial owner of such Shares pursuant to
Rule 13d-3 under the Act as a result of their right to terminate
the discretionary account within a period of 60 days.
The following table details the transactions by each of
Omega Capital Partners, L.P., Omega Institutional Partners, L.P.,
Omega Overseas Partners, Ltd., Omega Overseas Partners II, Ltd.,
and the Managed Account in shares of Common Stock within the 60 day
period prior to this filing. All such transactions were open
market transactions.
Omega Capital Partners, L.P.
Date of Type of Amount of Price Per
Transaction Transaction Shares Share
06/26/96 Purchase 12,800 $18.79
06/26/96 Purchase 45,900 18.63
07/08/96 Sale 1,500 17.00
07/12/96 Purchase 20,400 14.75
07/16/96 Purchase 22,300 13.17
Omega Institutional Partners, L.P.
Date of Type of Amount of Price Per
Transaction Transaction Shares Share
06/26/96 Purchase 11,800 $18.79
06/26/96 Purchase 42,200 18.63
07/08/96 Sale 4,800 17.00
07/12/96 Purchase 18,900 14.75
07/16/96 Purchase 20,700 13.17
<PAGE>
Omega Overseas Partners, Ltd.
Date of Type of Amount of Price Per
Transaction Transaction Shares Share
06/26/96 Purchase 5,500 $18.79
06/26/96 Purchase 19,600 18.63
07/08/96 Sale 900 17.00
07/12/96 Purchase 7,900 14.75
07/16/96 Purchase 9,100 13.17
Omega Overseas Partners II, Ltd.
Date of Type of Amount of Price Per
Transaction Transaction Shares Share
06/26/96 Purchase 300 $18.79
06/26/96 Purchase 1,000 18.63
07/08/96 Sale 700 17.00
07/12/96 Purchase 600 14.75
07/16/96 Purchase 700 13.17
The Managed Account
Date of Type of Amount of Price Per
Transaction Transaction Shares Share
06/26/96 Purchase 4,600 $18.79
06/26/96 Purchase 16,300 18.63
07/08/96 Sale 2,100 17.00
07/12/96 Purchase 17,200 14.75
07/16/96 Purchase 12,200 13.17
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 hereof or between such persons
and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any other
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
There is no material to be filed as Exhibits.
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 22, 1996
/s/ ALAN M. STARK
ALAN M. STARK on behalf of LEON G.
COOPERMAN, individually and as
managing partner of Omega Capital
Partners, L.P. and Omega
Institutional Partners, L.P., and
as President of Omega Advisors,Inc.
pursuant to Power of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
