UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 52)1
THE CATTLESALE COMPANY
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
149479-10-7
(CUSIP Number)
Asher B. Edelman,
717 Fifth Avenue
New York, New York 10022
(212) 371-7711
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 10, 2004
(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 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.[ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 24 Pages)
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).
CUSIP No. 26779T 30 08 13D Page 2 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Asher B. Edelman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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 of America
NUMBER OF 7. SOLE VOTING POWER: 1,125
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 1,125
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,125
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Less than .1%
14. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
[681726-2]
CUSIP No. 26779T 30 08 13D Page 3 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Edelman Family Partnership, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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
NUMBER OF 7. SOLE VOTING POWER: 46,825
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 46,825
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 46,825
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .2%
14. TYPE OF REPORTING PERSON*: PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26779T 30 08 13D Page 4 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Irving Garfinkel, as custodian for Christopher Asher Edelman UTMA/NY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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 of America
NUMBER OF 7. SOLE VOTING POWER: 19,255
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 19,255
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 19,255
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Less than .1%
14. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26779T 30 08 13D Page 5 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Michelle Vrebalovich
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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 of America
NUMBER OF 7. SOLE VOTING POWER: 205,629
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 205,629
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 205,629
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1%
14. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26779T 30 08 13D Page 6 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Plaza Securities Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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: New York
NUMBER OF 7. SOLE VOTING POWER: 99,381
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 99,381
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 99,381
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .5%
14. TYPE OF REPORTING PERSON*: PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26779T 30 08 13D Page 7 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
A.B. Edelman Management Co.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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: New York
NUMBER OF 7. SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 82,278 (Shares owned by Canal
Capital Corporation)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 82,278 (Shares
owned by Canal Capital Corporation)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .4%
14. TYPE OF REPORTING PERSON*: CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26779T 30 08 13D Page 8 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Canal Capital Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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
NUMBER OF 7. SOLE VOTING POWER: 82,278
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 82,278
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 82,278
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .4%
14. TYPE OF REPORTING PERSON*: CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26779T 30 08 13D Page 9 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Edelman Value Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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 New York
NUMBER OF 7. SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14. TYPE OF REPORTING PERSON*: PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26779T 30 08 13D Page 10 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Felicitas Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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
NUMBER OF 7. SOLE VOTING POWER: 1,416
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 1,416
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,416
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Less than .1%
14. TYPE OF REPORTING PERSON*: PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26779T 30 08 13D Page 11 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
A.B. Edelman Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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
NUMBER OF 7. SOLE VOTING POWER: 135,730
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 135,730
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 135,730
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .6%
14. TYPE OF REPORTING PERSON*: PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26779T 30 08 13D Page 12 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Edelman Securities Company, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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: New York
NUMBER OF 7. SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14. TYPE OF REPORTING PERSON*: PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26779T 30 08 13D Page 13 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Canal Corporation Retirement Plan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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: New York
NUMBER OF 7. SOLE VOTING POWER: 27,287
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 27,287
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 27,287
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .1%
14. TYPE OF REPORTING PERSON*: EP
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26779T 30 08 13D Page 14 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Datapoint Corporation Supplemental Executive Retirement Plan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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: New York
NUMBER OF 7. SOLE VOTING POWER: 71,253
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 71,253
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 71,253
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .3%
14. TYPE OF REPORTING PERSON*: EP
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26779T 30 08 13D Page 15 of 24 Pages
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Asher B. Edelman, as Escrow Agent for the Benefit of the Holders of Record
of Dynacore Holdings Corporation Common Stock on February 24, 2003
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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 of America
NUMBER OF 7. SOLE VOTING POWER: 9,983,250
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 9,983,250
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 32%
14. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26779T 30 08 13D Page 16 of 24 Pages
This Amendment No. 52 to Schedule 13D amends the Schedule 13D filed by
Asher B. Edelman, among others, with the Securities and Exchange Commission on
December 5, 2003 to report the sale of the Issuer's Common Stock between March
24, 2004 and May 10, 2004.
Item 1. Security and Issuer.
This Schedule 13D, as amended, relates to common stock, par value $.01 per
share ("Common Stock"), issued by Dynacore Holdings Corporation (the "Issuer" or
the "Company"), whose principal domestic executive offices are at 9901 IH 10
West, Suite 800, San Antonio, Texas 78230.
Item 2. Identity and Background.
The persons filing this Schedule 13D (the "Reporting Persons") are:
(i) Asher B. Edelman, individually;
(ii) Irving Garfinkel, as custodian for Christopher Asher Edelman
UTMA/NY;
(iii) Edelman Family Partnership, L.P.;
(iv) Michelle Vrebalovich;
(v) Plaza Securities Company;
(vi) A.B. Edelman Management Co. Inc.;
(vii) Canal Capital Corporation;
(viii) Edelman Value Partners, L.P.;
(ix) Felicitas Partners, L.P.;
(x) A.B. Edelman Limited Partnership;
(xi) Edelman Securities Company, L.P.
(xii) Canal Corporation Retirement Plan;
(xiii) Datapoint Corporation Supplemental Executive Retirement Plan;
and
(xiv) Asher B. Edelman, in his capacity as Escrow Agent (the "Escrow
Agent") for the Benefit of the Holders of Record of Dynacore
Holdings Corporation Common Stock on February 24, 2003.
(i) Mr. Edelman's business address is 717 Fifth Avenue, New York, New York
10022.
(ii) Mr. Garfinkel's business address is 717 Fifth Avenue, New York, New
York 10022 and his present principal occupation is a self-employed consultant.
(iii) Edelman Family Partnership, L.P.'s, a Delaware limited partnership,
principal business is investment management and its principal business address
is 717 Fifth Avenue, New York, New York 10022. Mr. Edelman, Mr. Garfinkel and
Gerald Agranoff are denominated as the general partners for Edelman Family
Partnership, L.P. Mr. Agranoff's business address is 717 Fifth Avenue, New York,
New York 10022 and his principal occupation is self-employed investment manager.
CUSIP No. 26779T 30 08 13D Page 17 of 24 Pages
(iv) Ms. Vrebalovich's residential address is 8 E. 63rd Street, New York,
New York 10021 and her present occupation is owner of Traffic, Inc., whose
principal business address is 648 Broadway, New York, New York 10012.
(v) Plaza Securities Company's, a New York partnership, principal business
is investment management and its principal business address is 717 Fifth Avenue,
New York, New York 10022. Messrs. Edelman and Agranoff are denominated as the
general partners of Plaza Securities Company.
(vi) A.B. Edelman Management Co. Inc.'s., a New York corporation, principal
business is investment management and its principal business address is 717
Fifth Avenue, New York, New York 10022. Mr. Edelman is the sole stockholder and
director and also is an executive officer along with Mr. Agranoff of A.B Edelman
Management Co. Inc.
(vii) Canal Capital Corporation's, a Delaware corporation, principal
business is investment management and its principal business address is 717
Fifth Avenue, New York, New York 10022. Mr. Edelman, Mr. Agranoff and Michael E.
Schultz are directors and Mr. Schultz and Reginald Schauder are executive
officers of Canal Capital Corporation. Mr. Schultz's business address is 717
Fifth Avenue, New York, New York 10022 and his principal occupation is
self-employed investment manager. Mr. Schauder's business address is 717 Fifth
Avenue, New York, New York 10022 and his principal occupation is self-employed
investment manager.
(viii) Edelman Value Partners, L.P.'s, a Delaware limited partnership,
principal business is investment management and its principal business address
is 717 Fifth Avenue, New York, New York 10022. A.B. Edelman Management Co. Inc.
is denominated as the general partner of Edelman Value Partners, L.P.
(ix) Felicitas Partners, L.P.'s, a Delaware limited partnership, principal
business is investment management and its principal business address is 717
Fifth Avenue, New York, New York 10022. Mr. Edelman and Citas Partners are
denominated as the general partners of Felicitas Partners, L.P. Citas Partners',
a New York partnership, principal business address is 717 Fifth Avenue, New
York, New York 10022 and its principal business is investment management. Mr.
Edelman and A.B. Edelman Management Co. Inc. are denominated as partners of
Citas Partners.
(x) A.B. Edelman Limited Partnership's, a Delaware limited partnership,
principal business is investment management and its principal business address
is 717 Fifth Avenue, New York, New York 10022. Mr. Edelman is denominated as the
general partner of A.B. Edelman Limited Partnership.
CUSIP No. 26779T 30 08 13D Page 18 of 24 Pages
(xi) Edelman Securities Company, L.P., is an investment partnership whose
principal business address is 717 Fifth Avenue, New York, New York 10022. Asco
Partners, of which Messrs. Edelman and Agranoff are the general partners, is the
general partner of Edelman Securities Company, L.P.
(xii) Canal Corporation Retirement Plan's, a New York employee benefit
plan, principal business is to pay retirement benefits to former employees of
Canal Corporation and its principal business address is 717 Fifth Avenue, New
York, New York 10022. Messrs. Edelman and Schultz are the trustees for Canal
Corporation Retirement Plan.
(xiii) Datapoint Corporation Supplemental Executive Retirement Plan's, a
New York employee benefit plan, principal business is to pay retirement benefits
to former executives of Datapoint Corporation and its principal business address
is 717 Fifth Avenue, New York, New York 10022. Mr. Agranoff is the trustee for
Datapoint Corporation Supplemental Executive Retirement Plan.
During the last five years none of the Reporting Persons have been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
were or are 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.
All of the individual Reporting Persons are citizens of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction
The Reporting Persons intend to review their investment in the Company on a
continuing basis and, depending upon various factors, including the Company's
Business affairs and financial position, the price levels of the shares of the
Common Stock, and conditions in the securities markets and general economic and
industry conditions, will take such actions with respect to their respective
investments in the Company as they deem appropriate in light of the
circumstances existing from time to time. Such actions may include the
acquisition of additional shares of the Common Stock through the open-market or
in privately negotiated transactions to one or more purchasers under appropriate
circumstances.
Except as set forth above, none of the Reporting Persons have any plans or
proposals which relate to or would result in:
CUSIP No. 26779T 30 08 13D Page 19 of 24 Pages
(a) the acquisition by any person of additional securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or in dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange of 1934, as amended; or
(j) any action similar to any of those enumerated above.
The Reporting Persons may formulate plans or proposals with respect to one
or more of the foregoing in the future.
Item 5. Interest in Securities of the Issuer.
Item 5(a) of the Schedule 13D is hereby amended and restated as of May 10,
2004 as follows:
(a) The aggregate percentage of the outstanding shares of Common Stock
reported owned by each person referred to herein is based upon 21,360,907 shares
of Common Stock outstanding as of March 31, 2004, as reported in the Issuer's
Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004.
CUSIP No. 26779T 30 08 13D Page 20 of 24 Pages
As of the close of business on May 10, 2004:
(i) Plaza Securities Company ("Plaza") owned 99,381 shares of Common Stock
constituting approximately .5% of the Common Stock outstanding;
(ii) A.B. Edelman Management Co., Inc. ("Edelman Management") owned no
shares of Common Stock. As investment manager for Canal Capital Corporation
("Canal") and as sole general partner of Edelman Value Partners, L.P., Edelman
Management may be deemed, by the provisions of Rule 13d-3, to be the beneficial
owner of 82,278 shares of Common Stock owned by Canal. Such shares constitute
approximately .4% of the Common Stock outstanding.
(iii) Canal Capital Corporation ("Canal") owned 82,278 shares of Common
Stock constituting approximately .4% of the Common Stock outstanding.
(iv) Edelman Value Partners, L.P. owned no shares of Common Stock.
(v) Felicitas Partners, L.P. owned 1,416 shares of Common Stock
constituting less than .1% of the Common Stock outstanding.
(vi) A.B. Edelman Limited Partnership owned 135,730 shares of Common Stock
constituting .6% of the Common Stock outstanding.
(vii) The Uniform Gifts to Minors accounts for Mr. Edelman's three (3)
daughters for which he is custodian own a total of 4,728 shares of Common Stock
constituting less than .1% of the Common Stock outstanding.
(viii) Edelman Family Partnership, L.P. owned 46,825 shares of Common Stock
constituting approximately .2% of the Common Stock outstanding.
(ix) Michelle Vrebalovich, Mr. Edelman's spouse, owned 205,629 shares of
Common Stock constituting approximately 1% of the Common Stock outstanding.
(x) The Uniform Gifts to Minors account for Mr. Edelman's son for which
Irving Garfinkel is custodian owned a total of 19,255 shares of Common Stock
constituting less than .1% of the Common Stock outstanding.
(xi) Edelman Securities Company, L.P. owned no shares of Common Stock.
(xii) Asher B. Edelman owned 1,125 shares of Common Stock in a Keough plan.
By reason of the provisions of Rule 13d-3, Mr. Edelman may be deemed to own
beneficially the 596,367 shares of Common Stock beneficially owned by the
foregoing persons and himself, constituting approximately 2.8% of the Common
Stock outstanding.
CUSIP No. 26779T 30 08 13D Page 21 of 24 Pages
(xiii) The Canal Corporation Retirement Plan owned 27,287 shares of Common
Stock constituting approximately .1% of the Common Stock outstanding.
(xiv) The Datapoint Corporation Supplemental Executive Retirement Plan
("Datapoint Plan") owned 71,253 shares of Common Stock constituting .3% of the
Common Stock outstanding.
(xv) Asher B. Edelman, in his capacity as Escrow Agent (in such capacity,
the "Escrow Agent") for the Benefit of the Holders of Record of Dynacore
Holdings Corporation on February 24, 2003, owned no shares of Common Stock;
however, each share of the 250,000 shares of Series A Convertible Preferred
Stock and share of the 1,127,000 shares of Series B Convertible Preferred Stock
held in escrow (collectively, the "Preferred Stock") is convertible at any time
into 7.25 shares of Common Stock and is entitled to one vote per share of
Preferred Stock on any matter presented to the holders of the Common Stock. The
Escrow Agent does not have any pecuniary interest in the shares of Preferred
Stock held in escrow (the "Escrowed Stock") and is not authorized to sell,
convert or otherwise dispose of any shares of Escrowed Stock. The Escrow Agent
does have the power to vote the Escrowed Shares. Accordingly, by reason of the
provisions of Section 13(d)-3, the Escrow Agent may be deemed to beneficially
own 9,983,250 shares constituting 32% of the Common Stock outstanding. However,
the Escrow Agent disclaims any beneficial ownership in the Escrowed Shares. The
foregoing determination of the percentage of the Common Stock outstanding
assumes that all of the shares of Escrowed Stock have been converted into shares
of Common Stock. Such assumption is made only for purposes of this Item
5(a)(xv). For so long as the shares of Escrowed Stock are held in escrow and are
reported in this Item 5(a)(xv) by the Escrow Agent, none of the other Reporting
Persons will separately report beneficial ownership of their respective portions
of the Escrowed Stock or the shares of Common Stock into which they are
convertible .
(xvi) Certain other persons who are related to, affiliated with or
customers of Mr. Edelman own Common Stock but are not members of the group of
reporting persons due to the absence of voting or dispositive power over such
shares. Such persons include: (A) Penelope Edelman, Mr. Edelman's former wife,
who owned 411 shares of Common Stock constituting less than .1% shares of Common
Stock outstanding; and (B) Three Uniform Gifts to Minors Accounts for the
benefit of children of Mr. Edelman, of which Mr. Edelman's former wife is
custodian, own 13,172 shares of Common Stock constituting less than .1% of the
Common Stock outstanding;
(xvii) To the best knowledge of the Reporting Persons, certain directors,
officers and/or general partners of the Reporting Persons own the following
amounts of Common Stock (based upon information reported by the Company or such
individuals in public filings): (A) Gerald N. Agranoff, a director of Canal, a
general partner of Edelman Family Partnership, and a Trustee of the Datapoint
Plan, currently owns 6,618 shares of Common stock, constituting less than .1% of
the outstanding shares; and (B) Irving Garfinkel, a general partner of Plaza, a
general partner of Edelman Family Partnership, an executive officer of Edelman
Management and a Trustee of the Datapoint Plan currently owns 1,481 shares of
Common Stock, constituting less than .1% of the outstanding shares. Mr. Edelman
expressly disclaims ownership of the foregoing shares.
CUSIP No. 26779T 30 08 13D Page 22 of 24 Pages
(c) Item 5 ( c ) is hereby amended and restated as follows:
Mr. Edelman sold an aggregate of 336,000 shares on the open market on the
dates and for the prices per share listed below. He also transferred 350,000
shares to Edelman Securities Company, L.P. as a capital contribution.
Asher B. Edelman
Date # of shares sold Price per share
---- ---------------- ---------------
3/25/2004 5,000 0.150
3/29/2004 40,000 0.140
3/30/2004 50,000 0.126
3/31/2004 50,500 0.116
4/1/2004 66,200 0.115
4/2/2004 26,000 0.102
4/5/2004 60,000 0.094
4/6/2004 38,300 0.091
4/5/2004 350,000 Transfer to Edelman
Securities Company,
L.P. Capital
Contribution
Edelman Value Partners, L.P. sold an aggregate of 129,852 shares on the
open market on the dates and for the prices per share listed below.
Edelman Value Partners, L.P.
Date # of shares sold Price per share
---- ---------------- ---------------
4/29/2004 68,000 0.113
5/3/2004 16,000 0.125
5/5/2004 40,000 0.122
5/6/2004 5,852 0.120
Asher B. Edelman, L.P. sold an aggregate of 75,797 shares on the open
market on the dates and for the prices per share listed below.
Asher B. Edelman, L.P.
Date # of shares sold Price per share
---- ---------------- ---------------
5/6/2004 15,797 0.120
5/10/2004 60,000 0.125
CUSIP No. 26779T 30 08 13D Page 23 of 24 Pages
Edelman Securities Company, L.P. received 350,000 shares from Asher B.
Edelman on April 5, 2004 as a capital contribution and sold an aggregate of
350,000 shares on the open market on the dates and for the prices per share
listed below.
Edelman Securities Company, L.P.
Date # of shares sold/purchased Price per share
---- ---------------- ---------------
4/5/2004 350,000 Received from Asher
B.Edelman Capital
Contribution
4/7/2004 50,000 0.090
4/7/2004 100,000 0.091
4/8/2004 130,600 0.098
4/12/2004 69,400 0.090
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable
CUSIP No. 26779T 30 08 13D Page 24 of 24 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: May 17, 2004
By: /s/ Asher B. Edelman
--------------------------------------------------
Asher B. Edelman, (i) individually and (ii) in
his capacity as Escrow Agent for the Benefit of
the Holders of Record Dynacore Holdings
Corporation Common Stock on February 24, 2003,
and (iii) as attorney-in-fact for each of Plaza
Securities Company, Canal Capital Corporation,
A.B. Edelman Limited Partnership, Edelman Value
Partners, L.P., Felicitas Partners, L.P., A.B.
Edelman Management Co., Inc., Canal Capital
Corporation Retirement Plan, Datapoint Corporation
Supplemental Executive Retirement Plan, Edelman
Family Partnership Fund, L.P. and Edelman Value
Fund, Ltd. under powers of attorney.
By: /s/ Michelle Vrebalovich
--------------------------------------------------
Michelle Vrebalovich
By: /s/ Irving Garfinkel
--------------------------------------------------
Irving Garfinkel, as Custodian for
Christopher Asher Edelman UTMA/NY