UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Transcrypt International, Inc.
_________________________________________________________________
(Name of Issuer)
Common Stock
_________________________________________________________________
(Title of Class of Securities)
89363A 10 1
_________________________________________________________________
(CUSIP Number)
December 31, 1998
_________________________________________________________________
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
*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 (the "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).
<PAGE>
CUSIP NO. 89363A 10 1 13G PAGE 2 OF 9
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
John T. Connor II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,207,271
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,207,271
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
John T. Connor II beneficially owns 1,501,528 shares of
Common Stock (includes 294,257 shares which Mr. Connor has
the right to acquire beneficial ownership pursuant to stock options).
Of the 1,501,528 shares, Mr. Connor disclaims beneficial ownership
of 440,258 shares held by Janice K. Connor and 197,980 shares held by
or in trust for other members of the Connor family (a total of
638,238 shares).
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
See Item 9.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT SHOWN IN ROW (9)
11.3%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
CUSIP NO. 89363A 10 1 13G PAGE 3 OF 9
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Janice K. Connor
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,207,271
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,207,271
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Janice K. Connor beneficially owns 1,207,271 shares of
Common Stock. Of the 1,207,271 shares, Mrs. Connor
disclaims beneficial ownership of 569,033 shares held by
John T. Connor II and 197,980 shares held by or in trust for
other members of the Connor family (a total of 767,013 shares).
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
See Item 9.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT SHOWN IN ROW (9)
9.3%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
ITEM 1.
(a) Name of Issuer:
Transcrypt International, Inc.
(b) Address of Issuer's Principal Executive Offices:
4800 NW First Street
Lincoln, Nebraska 68521
ITEM 2.
(a) Name of Person Filing:
The Reporting Persons filing this statement are John T.
Connor II and Janice K. Connor, husband and wife. This statement
contains information regarding shares of Common Stock owned by:
each of the filers, family trusts for the benefit of the
Connor's children, and the Connor's children.
(b) Address of Principal Business Office or, if none, Residence:
John T. Connor II
4800 NW First Street
Lincoln, Nebraska 68521
Janice K. Connor
4800 NW First Street
Lincoln, Nebraska 68521
(c) Citizenship:
United States of America for both
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
89363A 10 1
<PAGE>
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940
(e) [ ] An Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) [ ] An Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F) of the Act
(g) [ ] A Parent Holding Company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G) of the Act
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c) of the Act, check this box
[ ].
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
John T. Connor II beneficially owns 1,501,528 shares of
Common Stock (includes 294,257 shares which Mr. Connor has the
right to acquire beneficial ownership of pursuant to stock options). Of the
1,501,528 shares, Mr. Connor disclaims beneficial ownership of 440,258 shares
held by Janice K. Connor and 197,980 shares held by or in trust for other
members of the Connor family (a total of 638,238 shares).
Janice K. Connor beneficially owns 1,207,271 shares of
Common Stock. Of the 1,207,271 shares, Mrs. Connor disclaims
beneficial ownership of 569,033 shares held by John T. Connor II and 197,980
shares held by or in trust by other members of the Connor family
(a total of 767,013 shares).
(b) Percent of Class:
For John T. Connor II
11.3%
For Janice K. Connor
9.3%
<PAGE>
(c) Number of shares as to which the person has:
For John T. Connor II
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
1,207,271
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
1,207,271
For Janice K. Connor
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
1,207,271
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
1,207,271
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Item 4.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his/her
knowledge and belief, each of the undersigned certify that the
information set forth in this statement is true, complete and
correct.
February 1, 1999
________________________________________
Date
/s/ John T. Connor II
________________________________________
Signature
John T. Connor II, Chairman
________________________________________
Name/Title
February 6, 1999
________________________________________
Date
/s/ Janice K. Connor
________________________________________
Signature
Janice K. Connor
________________________________________
Name/Title
<PAGE>
EXHIBIT A
AGREEMENT RE JOINT FILING OF SCHEDULE 13G
Each of the undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the
Schedule 13G and such Schedule 13G is filed on behalf
of each of them; and
(ii) Each of them is responsible for the timely filing of
such Schedule 13G and any amendments thereto, and for
the completeness and accuracy of the information
concerning such person contained therein; but none of
them is responsible for the completeness or accuracy of
the information concerning the other persons making the
filing, unless such person knows or has reason to
believe that such information is inaccurate; and
(iii) Each of them hereby consents and agrees to the
filing on behalf of each of them of the foregoing
Joint Statement on Schedule 13G.
February 1, 1999
________________________________________
Date
/s/ John T. Connor II
________________________________________
Signature
John T. Connor II, Chairman
________________________________________
Name/Title
February 6, 1999
________________________________________
Date
/s/ Janice K. Connor
________________________________________
Signature
Janice K. Connor
________________________________________
Name/Title
