UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 51)(1)
THE CATTLESALE COMPANY
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(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)
December 5, 2003
--------------------------------------------------------------------------------
(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)
----------------------
(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 ("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 23 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: 697,125
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 697,125
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 697,125
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.0%
14. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 26779T 30 08 13D PAGE 3 OF 23 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:
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 23 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): .1%
14. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 26779T 30 08 13D PAGE 5 OF 23 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): 1.1%
14. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 26779T 30 08 13D PAGE 6 OF 23 PAGES
1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
EDELMAN VALUE FUND, LTD.
------------------------------------------------------------------------
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: BRITISH VIRGIN ISLANDS
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*: CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 26779T 30 08 13D PAGE 7 OF 23 PAGES
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 8 OF 23 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: 212,130 (Shares owned by Canal
Capital Corporation and Edelman Value Partners, L.P.)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 212,130
(Shares owned by Canal Capital Corporation and Edelman Value
Partners, L.P.)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.1%
14. TYPE OF REPORTING PERSON*: CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 26779T 30 08 13D PAGE 9 OF 23 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 10 OF 23 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: 129,852
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 129,852
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 129,852
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .7%
14. TYPE OF REPORTING PERSON*: PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 26779T 30 08 13D PAGE 11 OF 23 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 12 OF 23 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: 211,527
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 211,527
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 211,527
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.1%
14. TYPE OF REPORTING PERSON*: PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 26779T 30 08 13D PAGE 13 OF 23 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 23 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): .4%
14. TYPE OF REPORTING PERSON*: EP
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 26779T 30 08 13D PAGE 15 OF 23 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): 33.8%
14. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 26779T 30 08 13D PAGE 16 OF 23 PAGES
This Amendment No. 51 to Schedule 13D amends the Schedule 13D filed by
Asher B. Edelman, among others, with the Securities and Exchange Commission on
February 24, 2003 to report the distribution of shares of the Issuer's Common
Stock as a dividend to the stockholders of Edelman Value Fund, Ltd. as of
December 5, 2003.
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) Edelman Value Fund, Ltd.;
(v) Michelle Vrebalovich;
(vi) Plaza Securities Company;
(vii) A.B. Edelman Management Co. Inc.;
(viii) Canal Capital Corporation;
(ix) Edelman Value Partners, L.P.;
(x) Felicitas Partners, L.P.;
(xi) A.B. Edelman Limited Partnership;
(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 and his present principal occupation is Vice Chairman of the
Company's Board of Directors and Chairman of the Board's Executive Committee.
(ii) Mr. Garfinkel's business address is 717 Fifth Avenue, New York, New
York 10022 and his present principal occupation is self-employed investment
manager.
(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.
CUSIP NO. 26779T 30 08 13D PAGE 17 OF 23 PAGES
Mr. Agranoff's business address is 717 Fifth Avenue, New York, New York 10022
and his principal occupation is self-employed investment manager.
(iv) Edelman Value Fund, Ltd.'s, a British Virgin Islands corporation,
principal business is investment management and its principal business address
is 717 Fifth Avenue, New York, New York 10022. Asher B. Edelman and Associates
LLC, a limited liability corporation organized under the laws of Turks and
Caicos, is denominated as the business manager for Edelman Value Fund, Ltd.
Asher B. Edelman and Associates LLC's principal business is investment
management and its principal business address is 717 Fifth Avenue, New York, New
York 10022. Mr. Edelman, Mr. Garfinkel, Mr. Agranoff and Sebastiano Andina are
denominated as the general partners of Asher B. Edelman and Associates LLC. Mr.
Andina's business address is 717 Fifth Avenue, New York, New York 10022 and his
principal occupation is self-employed investment manager.
(v) 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.
(vi) 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, Agranoff and Garfinkel
are denominated as the general partners of Plaza Securities Company.
(vii) 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 Messrs.
Agranoff and Garfinkel of A.B Edelman Management Co. Inc.
(viii) 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.
(ix) 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.
CUSIP NO. 26779T 30 08 13D PAGE 18 OF 23 PAGES
(x) 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.
(xi) 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.
(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
CUSIP NO. 26779T 30 08 13D PAGE 19 OF 23 PAGES
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:
(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.
CUSIP NO. 26779T 30 08 13D PAGE 20 OF 23 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Schedule 13D is hereby amended and restated as of
December 5, 2003 as follows:
(a) The aggregate percentage of the outstanding shares of Common Stock
reported owned by each person referred to herein is based upon 19,577,894 shares
of Common Stock outstanding as of September 30, 2003, as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
As of the close of business on December 5, 2003:
(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 and the 129,852 shares of
Common Stock owned by Edelman Value Partners, L.P., totaling 212,130
beneficially owned shares. Such shares constitute approximately 2.2% 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 129,852 shares of Common Stock
constituting approximately .7% of the Common stock outstanding.
(v) Edelman Value Fund, Ltd. owned no shares of Common Stock.
(vi) Felicitas Partners, L.P. owned 1,416 shares of Common Stock
constituting less than .1% of the Common Stock outstanding.
(vii) A.B. Edelman Limited Partnership owned 211,527 shares of Common
Stock constituting 1.1% of the Common Stock outstanding.
(viii) 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.
(ix) Edelman Family Partnership, L.P. owned 46,825 shares of Common
Stock constituting approximately .2% of the Common Stock outstanding.
CUSIP NO. 26779T 30 08 13D PAGE 21 OF 23 PAGES
(x) Michelle Vrebalovich, Mr. Edelman's spouse, owned 205,629 shares of
Common Stock constituting approximately 1.1% of the Common Stock outstanding.
(xi) 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 .1% of the Common Stock outstanding.
(xii) Asher B. Edelman owned 1,125 shares of Common Stock in a Keough
plan. He also directly owned 696,000 shares of Common Stock. By reason of the
provisions of Rule 13d-3, Mr. Edelman may be deemed to own beneficially the
1,709,213 shares of Common Stock beneficially owned by the foregoing persons and
himself, constituting approximately 12.3% of the Common Stock outstanding.
(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 .4% 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. Although 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 33.8% of the
Common Stock outstanding. 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
CUSIP NO. 26779T 30 08 13D PAGE 22 OF 23 PAGES
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.
(c) Other than as reflected above, there were no transactions in the
Common Stock within the 60 days preceding this Amendment by the Reporting
Persons and, to the best knowledge of the Reporting Persons, by the other named
individuals and entities above.
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 23 OF 23 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: December 5, 2003
By: /s/ Asher B. Edelman
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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
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Irving Garfinkel, as Custodian for
Christopher Asher Edelman UTMA/NY