Clary Corp – ‘SC 13D/A’ on 5/3/02 re: Addmaster Corp

On:  Friday, 5/3/02   ·   Accession #:  902595-2-43   ·   File #:  5-78157

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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     17K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

--------------  

SCHEDULE 13D  
Under the Securities Exchange Act of 1934   
(Amendment No. 2)   

Clary Corporation   
-----------------   
(Name of Issuer)  

Common Stock $1.00 Par Value  
----------------------------  
(Title of Class of Securities)  

182720102   
---------   
(CUSIP Number)  

John G. Clary   
President and Chairman of the Board of  
Addmaster Corporation   
225 E. Huntington Drive   
Monrovia, California 91016  
(626) 358-2395  
------------------------------  
(Name, Address and Telephone Number of Person   
Authorized to Receive Notices and Communications)   

April 8, 2002   
-------------   
(Date of Event Which Requires Filing of This Statement)   

If the filing person has previously filed a statement on Schedule 13G to        
report the acquisition that is the subject of this Schedule 13D, and is         
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check      
the following box  [ ]                                                          

Note.  Schedules filed in paper format shall included 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.                                    

*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).                                                                 

(Continued on following pages)  

(Page 1 of 5 Pages)   

SC 13D/A
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-------------------------                        ------------------------------ 
CUSIP No. 182720102                    13 D           Page 2 of 5 Pages         
-------------------------                        ------------------------------ 
------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 
1     NAME OF REPORTING PERSON                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   

Addmaster Corporation            IRS #95-223-9410       
------------------------------------------------------------------------------- 
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (a) [  ]   
                                                                  (b) [  ]

------------------------------------------------------------------------------- 
3     SEC USE ONLY                                                              

------------------------------------------------------------------------------- 
4     SOURCE OF FUNDS                                                           

WC                                                                  
------------------------------------------------------------------------------- 
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO      
ITEM 2(d) OR 2(e)      [  ]                                         

------------------------------------------------------------------------------- 
6     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

California                                                          
------------------------------------------------------------------------------- 
NUMBER OF       7   SOLE VOTING POWER                               
1,014,758       
SHARES                                                            
                     ---------------------------------------------------------
8   SHARED VOTING POWER             
BENEFICIALLY                0                                           

                     ---------------------------------------------------------
OWNED BY        9   SOLE DISPOSITIVE POWER                          
1,014,758       
EACH                                                            

REPORTING PERSON                                                            
                     ---------------------------------------------------------
10  SHARED DISPOSITIVE POWER        
WITH                    0                                       

------------------------------------------------------------------------------- 
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              
1,014,758                                               

------------------------------------------------------------------------------- 
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 

------------------------------------------------------------------------------- 
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        
35.6%                                                   

------------------------------------------------------------------------------- 
14    TYPE OF REPORTING PERSON                                                  
CO                                                      
------------------------------------------------------------------------------- 

SC 13D/A
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AMENDMENT NO. 2 TO SCHEDULE 13D   

 Reference is made to the Schedule 13D originally filed on November 7,
1995, as amended by Amendment No. 1 thereto filed on March 15, 2002, by         
Addmaster Corporation, a California corporation (the "Reporting Person"),       
with respect to the Common Stock, $1.00 par value per share (the "Common        
Stock"), of Clary Corporation, a California corporation (the "Company").        

Item 5.   Interest in Securities of the Issuer                                  

    Item 5 is hereby amended and restated in its entirety to read as
follows:                                                                        

(a)       Aggregate Number and Percentage of Class                              

    (1)  Addmaster Corporation beneficially owns of 1,014,758 shares of Common
     Stock, consisting of 574,758 shares of Common Stock and rights to
    acquire 440,000 shares of Common Stock issuable on conversion of
          55,000 shares of the Company's Class "B" Preferred Stock, representing
35.6% total beneficial ownership of the class.              

  (2)  John G. Clary beneficially owns of 493,338 shares* of Common Stock,
      consisting of 486,713 shares of Common Stock and rights to acquire
     6,625 shares of Common Stock, representing 20.4% total beneficial
ownership of the class.                                     

  *Includes rights to acquire shares and shares owned by John G.
 Clary, his spouse, Barbara P. Clary, and trusts controlled by
John G. Clary.                                              

 (3)  John P. Clary beneficially owns of 144,638 shares of Common Stock,
representing 6.0% total beneficial ownership of the class.  

(4)  Hugh L. Clary beneficially owns of 89,802 shares of Common Stock,
representing 3.7% total beneficial ownership of the class.  

(b)  Sole and Shared Power to Vote and Dispose                                  

(1)  Addmaster Corporation                                            
1,014,758 shares beneficially owned with sole power to vote 
 0         shares beneficially owned with shared power to vote
  1,014,758 shares beneficially owned with sole power to dispose
    0         shares beneficially owned with shared power to dispose

SC 13D/A
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(2)  John G. Clary                                                    
493,338   shares beneficially owned with sole power to vote 
 0         shares beneficially owned with shared power to vote
  493,338   shares beneficially owned with sole power to dispose
    0         shares beneficially owned with shared power to dispose

(3)  John P. Clary                                                    
144,638   shares beneficially owned with sole power to vote 
 0         shares beneficially owned with shared power to vote
  144,638   shares beneficially owned with sole power to dispose
    0         shares beneficially owned with shared power to dispose

(4)  Hugh L. Clary                                                    
89,802    shares beneficially owned with sole power to vote 
 0         shares beneficially owned with shared power to vote
  89,802    shares beneficially owned with sole power to dispose
    0         shares beneficially owned with shared power to dispose

(c)        Transactions in the class of securities reported on that were        
effected during the past 60 days or since the most recent filing on Schedule    
13D                                                                             

       On April 8, the Reporting Person converted all outstanding 9 1/2%
Convertible Subordinated Debentures into Common Stock.  Through such            
conversion, the Reporting Person acquired 400,000 shares of Common Stock.       

SC 13D/A
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SIGNATURES  

   After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete      
and correct.                                                                    

Date:  April 26, 2002                                                           

             ADDMASTER CORPORATION

             By: /s/ John G. Clary
                             -----------------------------
             John G. Clary
         President

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:		5/3/02							SC 13D/A
		4/26/02		5
		4/8/02		1
		3/15/02		3					SC 13D/A
		11/7/95		3					8-K
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