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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
MICROSEMI CORPORATION
(Name of Issuer)
COMMON STOCK, par value $.20 per share
(Title of Class of Securities)
595137100
(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* The remainder of this cover page should 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 the
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).
Page 1 of 5 Pages
<PAGE>
CUSIP No. 595137100 13G Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WECHSLER & CO., INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|_|
(b)|_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 1,610,664 (including 963,985 shares issuable upon
OWNED BY conversion of convertible securities of the Issuer)
EACH ------------------------------------------------------------
PERSON 6 SHARED VOTING POWER
REPORTING
WITH Not Applicable
------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
1,610,664 (including 963,985 shares issuable upon
conversion of convertible securities of the Issuer)
------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,610,664
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.3%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
BD
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE>
SCHEDULE 13G
Item 1(a). Name of Issuer:
MICROSEMI CORPORATION
Item 1(b). Address of Issuer's Principal Executive Offices:
2830 S. Fairview Street
Santa Ana, CA 92704
Item 2(a). Name of Person Filing:
This Schedule 13G is filed on behalf of Wechsler & Co., Inc. (the
"Reporting Person").
Item 2(b). Address of Principal Business Office or, If None, Residence:
Suite 310
105 South Bedford Road,
Mount Kisco, New York 10549
Item 2(c). Citizenship:
The Reporting Person is a New York corporation.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.20 per share.
Item 2(e). CUSIP Number:
595137100
Item 3. Type of Reporting Person:
(a) The Reporting Person is a broker/dealer registered under
Section 15 of the Securities Exchange Act of 1934.
(b)-(h): Not applicable
Item 4. Ownership:
(a) Amount Beneficially Owned:
At December 31, 1996, the Reporting Person beneficially owned
1,610,664 shares of Common Stock, which amount includes 963,985
shares issuable upon conversion of $13,062,000 principal amount
of 5-7/8% Convertible Subordinated
Page 3 of 5 Pages
<PAGE>
Debentures due 2012 (the "Debentures") of the Issuer.
(b) Percentage of Class:
17.3%
(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or direct the vote:
1,610,664 shares (including 963,985 shares of Common
Stock issuable upon the conversion of $13,062,000
principal amount of Debentures).
(ii) shared power to vote or direct the vote:
Not applicable.
(iii) sole power to dispose or direct the disposition of:
1,610,664 shares (including 963,985 shares of Common
stock issuable upon the conversion of $13,062,000
principal amount of Debentures).
(iv) shared power to dispose or direct the disposition of:
Not applicable.
Items 5-9. Not applicable.
Item 10. Certification:
By signing below, the Reporting Person certifies that, to the
best of its knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and were
not acquired for the purpose and do not have the effect of
changing or influencing the control of the Issuer of such
securities, and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
Page 4 of 5 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 6, 1997
WECHSLER & CO., INC.
By: /s/ Norman J. Wechsler
--------------------------
Norman J. Wechsler
Chairman of the Board
President
Page 5 of 5 Pages
