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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
ULTRADATA CORPORATION
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(Name of Issuer)
Common Stock, Par Value $.001 Per Share
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(Title of Class of Securities)
90388N 10 2
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(CUSIP Number)
*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 page(s))
Page 1 of 8 Pages
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CUSIP No. 90388N 10 2 13G Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON: Lipkin Capital Managment, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: FEIN: 41-1661262
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Lipkin Capital Management, Inc. is a corporation organized under the
laws of the State of Minnesota.
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5 SOLE VOTING POWER
NUMBER OF
-0-
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 414,500
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
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PERSON 8 SHARED DISPOSITIVE POWER
WITH: 414,500
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,500
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
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12 TYPE OF REPORTING PERSON (See Instructions)
IA, CO
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CUSIP No. 90388N 10 2 13G Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON: Raymond A. Lipkin
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Raymond A. Lipkin is a United States citizen.
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5 SOLE VOTING POWER
NUMBER OF
172,600
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 91,900
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 172,600
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PERSON 8 SHARED DISPOSITIVE POWER
WITH: 91,900
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,500
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
|X|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4%
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 4 of 8 Pages
Item 1.
(a) Name of Issuer
Ultradata Corporation.
(b) Address of Issuer's Principal Executive Offices
5020 Franklin Drive, Pleasanton CA 94588.
Item 2.
(a) Name of Person Filing.
1. Lipkin Capital Management, Inc.
2. Raymond A. Lipkin, an individual.
(b) Address of Principal Business Office or, if none, Residence.
1. 161 Ferndale Avenue South, Wayzata, MN 55391.
2. 161 Ferndale Avenue South, Wayzata, MN 55391.
(c) Citizenship.
1. Lipkin Capital Management, Inc. is a Minnesota corporation.
2. Raymond A. Lipkin is a citizen of the United States.
(d) Title of Class of Securities.
Common Stock, $.001 par value.
(e) CUSIP Number.
90388N 10 2
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
With respect to Reporting Person Lipkin Capital Management, Inc.:
(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
(e) |X| Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
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Page 5 of 8 Pages
(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 ss.240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
ss.240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with ss.240.13d-1(b)(ii)(H)
Not applicable with respect to Raymond A. Lipkin.
Item 4. Ownership
(a) Beneficial Ownership of Filing Parties
1. The ownership of Lipkin Capital Management, Inc. as of December
31, 1998 was as follows:
(A) Amount beneficially owned: 414,500 shares of the Issuer,
held on behalf of clients of Lipkin Capital Management, Inc.
Lipkin Capital Management, Inc. disclaims beneficial
ownership with respect to all 414,500 of these shares.
(B) Percent of Class - 5.4%
(C) Number of the shares as to which Lipkin Capital Management,
Inc. has:
(i) Sole power to vote or direct the vote: 0 shares
(ii) Shared power to vote or direct the vote: 414,500 shares
(iii) Sole power to dispose or direct the
disposition of: 0 shares
(iv) Shared power to dispose or direct the
disposition of: 414,500 shares
2. The ownership of Raymond A. Lipkin as of December 31, 1998 was as
follows:
(A) Amount beneficially owned - 264,500 shares of the Issuer, of
which (i) 172,600 shares are held by Mr. Lipkin directly or
in accounts on his behalf and are subject to his sole voting
and dispositive power, (ii) 74,500 shares are held by a
family partnership in which Mr. Lipkin and his spouse are
general partners and Mr. Lipkin is the managing partner with
shared voting and dispositive power, and (iii) 17,400 shares
are held by or on behalf of family members and with respect
to which Mr. Lipkin has management and shared voting power.
Mr. Lipkin disclaims
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Page 6 of 8 Pages
beneficial ownership with respect to all but the 172,600
shares over which he has sole voting and dispositive power
and his proportionate interest in the family partnership. In
addition, Mr. Lipkin is President of Lipkin Capital
Management, Inc. Mr. Lipkin disclaims any beneficial
ownership of shares held by Lipkin Capital Managment, Inc.
(B) Percent of Class - 3.4%
(C) Number of shares as to which Raymond A. Lipkin has:
(i) Sole power to vote or direct the vote: 172,600 shares
(ii) Shared power to vote or direct the vote: 75,400 shares
(iii) Sole power to dispose or direct the
disposition of: 172,600 shares
(iv) Shared power to dispose or direct the
disposition of: 75,400 shares
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
The securities as to which this Schedule is filed by Lipkin Capital
Management, Inc. are owned by clients of Lipkin Capital Management,
Inc. Those clients have the right to receive, or the power to direct
the receipt of, dividends from or the proceeds from the sale of such
securities. No such client is known to have such right or power with
respect to more than five percent (5%) of this class of securities.
The securities as to which this Schedule is filed by Raymond A. Lipkin
are owned (i) by Mr. Lipkin, either individually or by accounts on his
behalf, and over which he has sole management and voting power; or
(ii) by individual family members of Mr. Lipkin, or by accounts on
their behalf, and over which Mr. Lipkin has management and shared
voting power (See Item 4(a) above). The respective holders have the
right to receive, or the power to direct the receipt of, dividends
from or the proceeds from the sale of such securities. None of the
holders of any of the shares over which Mr. Lipkin has management and
voting power as indicated herein and in Item 4(a) above is known to
individually have such right or power with respect to more than five
percent (5%) of this class of securities.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Reported on by the Parent Holding Company.
Not Applicable.
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Page 7 of 8 Pages
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
Not Applicable.
Item 11. Exhibits
Exhibit 1 - Joint Filing Agreement.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
February 8, 1999 LIPKIN CAPITAL MANAGEMENT, INC.
By: /s/ Raymond A. Lipkin
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Raymond A. Lipkin, President
February 8, 1999 /s/ Raymond A. Lipkin
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Raymond A. Lipkin
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Page 8 of 8 Pages
EXHIBIT 1
TO SCHEDULE 13G
JOINT FILING AGREEMENT
The undersigned Lipkin Capital Management, Inc. and Raymond A. Lipkin
hereby agree that this Schedule 13G relating to securities of Ultradata
Corporation shall be filed on behalf of each of them.
February 8, 1999 LIPKIN CAPITAL MANAGEMENT, INC.
By: /s/ Raymond A. Lipkin
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Raymond A. Lipkin, President
February 8, 1999 /s/ Raymond A. Lipkin
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Raymond A. Lipkin
