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. 1)*
THE PANDA PROJECT, INC.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
69833F104
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(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)
March 7, 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 7 Pages
<PAGE>
CUSIP No. 69833F104 Page 2 of 7 Pages
SCHEDULE 13D
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 10,764,799
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 10,764,799
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,764,799
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
18.10%
14 Type of Reporting Person*
BD; IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69833F104 Page 3 of 7 Pages
SCHEDULE 13D
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 10,764,799
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
10,764,799
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,764,799
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
18.10%
14 Type of Reporting Person*
IN; HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 69833F104 Page 4 of 7 Pages
SCHEDULE 13D
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 10,764,799
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
10,764,799
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,764,799
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
18.10%
14 Type of Reporting Person*
IN; HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 7 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of The Panda Project, Inc. (the
"Issuer"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D, dated January 28, 2000 (the "Initial Statement"), filed by the
Reporting Persons (as defined herein). This Amendment No. 1 is being filed by
the Reporting Persons to report that, as a result of a distribution of Shares
from the Issuer, the number of Shares of which the Reporting Person may be
deemed the beneficial owner has changed by more than one percent of the total
outstanding Shares. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
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").
Item 3. Source and Amount of Funds or Other Consideration.
The 1,074,765 additional Shares reported herein as being held for the
accounts of Angelo, Gordon and the Funds were distributed by the Issuer for no
additional consideration.
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 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 10,764,799 Shares (approximately
18.10% of the total number of Shares outstanding). This number includes 604,965
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 10,159,834 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 604,965 Shares held for its account and the
10,159,834 Shares held for the accounts of the Funds.
<PAGE>
Page 6 of 7 Pages
(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 604,965 Shares held for the account of Angelo,
Gordon and the 10,159,834 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 August 3, 2000 (60 days prior to the date hereof) by
any of the Reporting Persons.
(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.
<PAGE>
Page 7 of 7 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: October 2, 2000
ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /S/ MICHAEL L. GORDON
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Michael L. Gordon
General Partner
/S/ JOHN M. ANGELO
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JOHN M. ANGELO
/S/ MICHAEL L. GORDON
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MICHAEL L. GORDON
