Herley Industries Inc/New, et al. – ‘SC 13D/A’ on 9/16/98 re: General Microwave Corp

As of:  Wednesday, 9/16/98   ·   Accession #:  47035-98-14   ·   File #:  5-12104

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           5     19K 
                          Ownership                                              

SC 13D/A
1st Page of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549 

SCHEDULE 13D

Under the Securities Exchange Act of 1934 
(Amendment No. 1 ) (1)

 GENERAL MICROWAVE CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)

 370307100
--------------------------------------------------------------------------------
(CUSIP Number)

David H. Lieberman, Esq.
Blau, Kramer, Wactlar & Lieberman, P.C. 
100 Jericho Quadrangle
Jericho, New York 11753 
(516) 822-4820
--------------------------------------------------------------------------------
(Name , Address and Telephone Number of Person Authorized to Receive Notice and 
Communications) 

 September 8, 1998
--------------------------------------------------------------------------------
(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: 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.                                                                        

(Continued on following pages)

 (Page 1 of 5 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 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).                                                                     

SC 13D/A
2nd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd
SCHEDULE 13D                                                                    

CUSIP No.  370307100                                                            

1    Name of Reporting Person                                                   
S.S. or I.R.S. Identification No.  of Above Person                    
Herley Industries, Inc.                                               
23-2413500                                                            

2    Check the Appropriate Box if a Member of a Group*    (a) [ ]  (b)  [x]     

3    SEC Use Only:                                                              

4    Source of Funds:              WC;BK                                        

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    Number of Shares                                                           
Sole Voting Power:  361,900                                           

8    Beneficially                                                               
Shared Voting Power:  356,059                                         

9    Owned by Each Reporting                                                    
Sole Dispositive Power:  361,900                                      

10   Person With                                                                
Shared Dispositive Power:  356,059                                    

11   Aggregate Amount Beneficially Owned by Each Reporting Person:  717,959     

12   Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*: [ ]

13   Percent of Class Represented by Amount in Row (11):  59.3%                 

14   Type of Reporting Person*:      CO                                         

(1)  To the extent that this joint  filing of a Statement on Form 13D relates to
     Mr.  Frederick  Zissu, it shall be deemed to constitute  Amendment No. 3 to
the Form 13D previously filed by Mr. Zissu.                           

SC 13D/A
3rd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
     The undersigned hereby amends the Schedule 13D filing dated August 21, 1998
(the "Initial Filing") with regard to the shares of Common Stock, par value $.01
per share ( "Shares") of General Microwave Corporation,  a corporation organized
under the laws of the State of New York. Unless otherwise indicated, capitalized
terms contained herein shall have the meanings set forth in the Initial Filing. 

   This  statement  hereby amends the Items  identified  below or the particular
paragraphs of such Items which are identified  below, to reflect the acquisition
by Herley of additional Shares.                                                 

Item 3: Source or Amount of Funds or Other Consideration.                       
Item 3 is hereby amended to add the following:                  

   The funds used by Herley to purchase the Shares acquired on September 9, 1998
were from the treasury of Herley and/or amounts drawn down from Herley's  credit
line with Dauphin Deposit Bank and Trust Company.                               

Item 5: Interest in Securities of the Issuer.                                   
Item 5 is hereby amended and restated as follows:               

     There are 1,210,903 Shares which are issued and  outstanding,  exclusive of
467,108  Shares held by the Issuer in its treasury which are to be cancelled and
retired  pursuant  to the  Agreement,  based on the  Issuer's  Form 10-Q for the
quarter  ended May 30,  1998.  The table  below  sets forth the number of Shares
beneficially  owned by each reporting person and the number of Shares which such
person has the right to acquire as of September 8, 1998:                        

                                                                [Download Table]

Name             Shares Beneficially Owned           Shares Subject to Rights*  
----             -------------------------           ------------------------   
                                                                                
GMCAC                       390,759                           34,700            
Herley                      717,959                              -0-            
Sherman A. Rinkel            85,872                              825            
Moe Wind                     34,470                              825            
Stanley Simon                 2,155                              825            
Mitchell Tuckman             11,838                           10,000            

Name            Shares Beneficially Owned           Shares Subject to Rights*   
----            -------------------------           ------------------------    
Edmond D. Franco               2,025                             825            
Michael I. Stolzar             1,025                             825            
Michael D. Magidson            1,376                             825            
Arnold H. Levine               5,000                           5,000            
Rozalie Schachter             12,562                           7,500            
Robert DeBrecht                3,750                           3,750            
Howard Cohen                  17,290                           3,500            
Frederick Zissu              213,396                             -0-            
<FN>                                                                            
*  All  rights  to  acquire  Shares  shall  be  accelerated  as to  vesting  and
exercisability  and each holder  thereof shall be entitled to receive,  upon the
effectiveness  of the Merger,  $18.00 per share less the exercise  price of such
right and a warrant to receive one share of Herley's  Common Stock.  None of the
reporting  persons  intends to exercise  any options or other  rights to acquire
Shares prior to the  effectiveness or abandonment of the Merger and none of such
rights are transferrable.                                                       
</FN>                                                                           

SC 13D/A
4th Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th
     By reason of the proxies granted to GMCAC by each of Sherman A. Rinkel, Moe
Wind,  Stanley Simon,  Mitchell Tuckman,  Edmond D. Franco,  Michael I. Stolzar,
Michael D. Magidson,  Arnold H. Levine,  Rozalie Schachter,  Robert D. DeBrecht,
Howard Cohen and Frederick Zissu, GMCAC and Herley, respectively,  have directly
or  indirectly,  the sole right to vote or direct the vote of 356,059  Shares in
connection  with the proposed  Merger of the Issuer of GMC. In addition,  Herley
has sole voting and  dispositive  power over 361,900 Shares which it acquired in
open market  transactions  subsequent to the public  announcement of the Merger.
Except  for the  grant  of  voting  power  over  their  Shares  to  GMCAC  and a
restriction  on  dispositive  power  for the life of the  proxies,  and with the
exception  of the proxy  granted by Mr.  Zissu  which does not  contain any such
restriction on disposition,  the remaining  eleven  reporting  persons have sole
power to vote or direct  the vote of issued or  outstanding  Shares as  follows:
Sherman A. Rinkel, 85,047 Shares; Moe Wind, 33,645 Shares;  Stanley Simon, 1,330
Shares;  Mitchell Tuckman, 1,836 Shares; Edmond D. Franco, 1,200 Shares; Michael
I. Stolzar, 200 Shares;  Michael D. Magidson,  551 Shares;  Arnold H. Levine, no
Shares; Rozalie Schachter,  5,062 Shares; Robert DeBrecht, no Shares; and Howard
Cohen, 13,790 Shares.                                                           

  During the past sixty (60) days, the following transactions in the Shares were
consummated by the persons filing this report:                                  

  Herley purchased  Shares on the open market in the amounts,  at the prices and
on the dates set forth below:                                                   

                                                                [Download Table]

  Date            No. of Shares     Price Per Share           Aggregate Price
  ----            -------------     ---------------           ---------------
                                                                             
8/25/98             180,000             $17.37               $   3,126,600.00
8/27/98              50,000              16.87                     843,500.00
8/31/98              25,000              16.62                     415,500.00
9/8/98               99,900              17.0625                 1,704,543.75
9/8/98                7,000              16.8482                   117,937.40
                    -------                                  ----------------
                    361,900                                      6,208,081.15

SC 13D/A
Last Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th
Signature.                                                                      
   After  reasonable  inquiry  and to the best of my  knowledge  and  belief,  I
certify that the  information  set forth in this  statement is true complete and
correct.                                                                        

September 16, 1998                                                              
----------------------------------------------                                  
Date                                                                            

/s/ Myron Levy                                                                  
----------------------------------------------                                  
Signature                                                                       

Myron Levy/President                                                            
----------------------------------------------                                  
Name/Title              Herley Industries, Inc.                                 

Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1001).                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		9/16/98		5
		9/9/98		3
		9/8/98		1		3
		8/21/98		3					8-K
		5/30/98		3					10-Q
									List all Filings