<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
CALIFORNIA MICROWAVE, INC.
--------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
--------------------------------------
(Title of Class of Securities)
130442106
--------------
(CUSIP Number)
Herbert A. Denton
Providence Capital, Inc.
730 Fifth Avenue
New York, NY 10019
(212) 888-3200
(Name, Address and Telephone Number of Persons
----------------------------------------------
Authorized to Receive Notices and Communications)
October 16, 1996
------------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting 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)
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.
*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 disclosure
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).
Exhibit Index: Page 16
Page 1 of 24 Pages
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SCHEDULE 13D
CUSIP No. 130442106 Page 2 of 24 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Providence Capital, Inc.
(IRS Identification Number - 13-3593028)
2 Check the Appropriate Box If a Member of a Group*
a. /X/
b. / /
3 SEC Use Only
4 Source of Funds*
WC
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 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 68,050
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
37,100 (options to acquire)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
68,050
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!
<PAGE>
SCHEDULE 13D
CUSIP No. 130442106 Page 3 of 24 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Herbert A. Denton
(Social Security Number - ###-##-####)
2 Check the Appropriate Box If a Member of a Group*
a. /X/
b. / /
3 SEC Use Only
4 Source of Funds*
N\A
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
6 Citizenship or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 2,700,209
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
37,100
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,700,209
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / /
13 Percent of Class Represented By Amount in Row (11)
16.73%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 130442106 Page 4 of 24 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Frederick W. Whitridge, Jr.
(Social Security Number - ###-##-####)
2 Check the Appropriate Box If a Member of a Group*
a. /X/
b. / /
3 SEC Use Only
4 Source of Funds*
PF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
6 Citizenship or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 1,000
Shares
Beneficially 8 Shared Voting Power
Owned By 2,632,159
Each
Reporting 9 Sole Dispositive Power
Person 1,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,633,159
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / /
13 Percent of Class Represented By Amount in Row (11)
16.32%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 130442106 Page 5 of 24 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
W.S. Farish & Company
(IRS Identification Number - 74-0618180)
2 Check the Appropriate Box If a Member of a Group*
a. /X/
b. / /
3 SEC Use Only
4 Source of Funds*
N\A
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 419,935
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
419,935
11 Aggregate Amount Beneficially Owned by Each Reporting Person
419,935
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / /
13 Percent of Class Represented By Amount in Row (11)
2.6%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 130442106 Page 6 of 24 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Terry W. Ward
2 Check the Appropriate Box If a Member of a Group*
a. /X/
b. / /
3 SEC Use Only
4 Source of Funds*
N\A
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
6 Citizenship or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 12,389
Shares
Beneficially 8 Shared Voting Power
Owned By 3,052,094
Each
Reporting 9 Sole Dispositive Power
Person 12,389
With
10 Shared Dispositive Power
419,935
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,064,483
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / /
13 Percent of Class Represented By Amount in Row (11)
18.99%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
The class of securities to which this statement on Schedule 13D (the
"Statement") relates is the Common Stock, par value $.10 par value (the "Common
Shares") of California Microwave, Inc., a corporation incorporated under the
laws of Delaware (the "Issuer"). The address of the principal executive offices
of the Issuer is 555 Twin Dolphin Drive, Redwood City, California 94065.
Item 2. Identity and Background.
This Statement is being jointly filed by Herbert A. Denton ("Denton"),
Providence Capital, Inc. ("Providence"), Frederick W. Whitridge, Jr.
("Whitridge"), Terry W. Ward ("Ward") and W.S. Farish & Company, Inc.
("Farish"). Denton, Providence, Whitridge, Ward and Farish are collectively
hereinafter referred to as the Reporting Persons.
Providence is an SEC registered broker-dealer with membership in the
National Association of Securities Dealers, Inc. and its primary business is
stock brokerage and related investment banking activities. Providence's
principal offices are located at 730 Fifth Avenue, New York, NY 10019.
Herbert A. Denton is employed by Providence. His present principal
occupation is acting as President and director of Providence. Mr. Denton's
business address is c\o Providence, 730 Fifth Avenue, New York, NY 10019. Mr.
Denton is the sole director and executive officer of Providence.
Frederick W. Whitridge, Jr. is employed by Archipelago Corporation. His
present principal occupation is acting as President of Archipelago Corporation.
Mr. Whitridge's business address is c\o Archipelago Corporation, 200 Greenwich
Avenue, Third Floor, Greenwich, Connecticut 06830.
Farish is a private trust company. Its principal offices are located at
1100 Louisiana, Suite 1200, Houston, Texas 77002.
Terry W. Ward is employed by Farish. His present principal occupation is
acting as Financial Vice President of Farish. Mr. Ward's business address is c\o
Farish, 1100 Louisiana, Suite 1200, Houston, Texas 77002.
The identity of each executive officer and director of Farish, together
with their principal business address, principal present occupation and
citizenship are set forth on Schedule A hereto.
None of the Reporting Persons and none of the individual executive
officers or directors listed in Schedule A has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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.
Providence is a Delaware corporation. Farish is a Texas corporation.
Each of the individual Reporting Persons is a citizen of the United States.
Page 7 of 24 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
The $15,445.89 used by Mr. Whitridge to acquire 1,000 Common Shares came
from Mr. Whitridge's personal funds.
The $23,206.50 used by Providence to acquire call options over 37,100
Common Shares came from Providence's working capital.
All of the Common Shares held directly by Mr. Ward and W.S. Farish &
Company were acquired by them in exchange for their shares of Microwave
Networks, Inc., a private company that was acquired by the Issuer in a merger
consummated in May, 1995. The shares of Microwave Networks, Inc. owned by Mr.
Ward and W. S. Farish & Company were acquired in 1986 out of personal and
corporate funds, respectively.
Item 4. Purpose of Transaction.
During the period October 16 though October 24, 1996 Providence and
Messrs. Denton, Whitridge and Ward (hereinafter the "Proxy Holders") obtained
revocable proxies over 2,663,109 Common Shares (the "Proxy Shares") in
connection with the annual meeting of shareholders of the Company to be held on
Friday, October 25, 1996 and at any adjournment or postponement thereof (the
"Annual Meeting"). With respect to 1,719,059 of the Proxy Shares, one or more of
the Proxy Holders have complete discretion with respect to the issues to be
considered at the Annual Meeting (subject to the right of the grantors of the
proxy to revoke the same, as described below). With respect to the remaining
944,050 of the Proxy Shares, the Proxy Holders have the authority to vote in
favor of electing Messrs. Whitridge and Ward to the Issuer's Board of Directors,
to vote in favor of an amendment to the Issuer's employee stock purchase plan
and in favor of the ratification of the Issuer's selection of independent public
accountants.
It is the present intention of the Proxy Holders to nominate Messrs.
Whitridge and Ward for election as directors at the Annual Meeting, to request
that the shares as which they have proxies be cumulated and to cast all of the
votes attributable to the Proxy Shares to elect Messrs. Whitridge and Ward to
the Board of Directors of the Issuer. Each of the Reporting Persons also
presently intend to vote all of the other Common Shares as to which they have
voting rights in favor of the election of Messrs. Whitridge and Ward to the
Board of Directors of the Issuer. To the extent that the Reporting Persons have
more votes than are necessary to ensure the election of Messrs. Whitridge and
Ward to the Issuer's Board of Directors, the Reporting Persons may cast such
additional votes in favor of the election of one or more of the director
nominees proposed by the management of the Issuer.
Except as specifically disclosed in this Item 4, none of the Reporting
Persons have any present plans or proposals (but each of them reserves the right
to develop plans or proposals) which relate to or would result in any of the
actions described in clauses a. through j. of the instructions to Item 4.
The proxies in favor of the Proxy Holders are revocable at any time
prior to or at the Annual Meeting at the election of the grantors thereof. There
can be no assurance that some or all of the grantors of the proxies will not
revoke the proxies prior to or at the Annual Meeting. By their terms, the
proxies only relate to the Annual Meeting and, accordingly, will be without
further force or effect after the conclusion of the Annual Meeting.
Page 8 of 24 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) As of October 24, 1996, the Reporting Persons, collectively, had
beneficial ownership of 3,133,533 Common Shares or 19.42% of the outstanding,
based upon information contained in the Issuer's proxy statement for the 1996
annual meeting. Of the shares beneficially held by the Reporting Person's
2,663,109 are Proxy Shares as to which one or more of the Proxy Holders have
obtained revocable proxies to vote at the Issuer's Annual Meeting. In addition
to the Proxy Shares, the Reporting Persons also have beneficial ownership over
the following shares of the Issuer's common stock:
Reporting Person Number of Shares How Held
- ---------------- ---------------- --------
Herbert A. Denton Immediately exercisable call Indirectly through
options to acquire 37,100 Providence
Common Shares
Providence Capital, Inc. Immediately exercisable call Directly
options to acquire 37,100
Common Shares
Frederick W. Whitridge, Jr. 1,000 Common Shares Directly
Terry W. Ward 12,389 Common Shares Directly
W.S. Farish & Company 419,935 Common Shares Directly
Each of the Reporting Persons may be deemed to be members of a group
within the meaning of Section 13(d)(3) with respect to the shares of the Issuer
beneficially owned by each of them. Upon the conclusion of the Annual Meeting
the revocable proxies will lapse and after the conclusion of the Annual Meeting
the Reporting Persons will no longer constitute a group for purposes of Section
13(d)(3).
(b) On all matters to be considered at the Annual Meeting, one or more
of the Proxy Holders have sole power to vote all of the Proxy Shares, subject,
in the case of 944,050 of such shares to instructions to vote such shares in
favor of the election of Messrs. Ward and Whitridge to the Board of Directors of
the Issuer, to vote in favor of the proposed amendments to the employee stock
purchase plan and to vote in favor of the ratification of the Company's
selection of independent public accountants. As noted above, after the
conclusion of the Annual Meeting, the Proxy Holders will have no further voting
rights with respect to any of the Proxy Shares. None of the Reporting Persons
has any right to dispose or direct the disposition of any of the Proxy Shares.
Each of Mr. Ward and Mr. Whitridge has the sole right to vote and to
dispose or direct the disposition of the Common Shares shown as owned by each of
them in response to Item 5(a) above and Mr. Ward and W.S. Farish & Company may
be deemed to share voting and dispositive power over the 419,935 Common Shares
owned directly by W.S. Farish & Company.
Neither Providence nor Denton have any present right to vote or dispose
of the 37,100 Common Shares that Providence has the right to acquire (the
"Option Shares"). Providence (directly) and Denton (indirectly through his
control of Providence) have the right to immediately exercise the call options
and acquire the Option Shares. If the call options were exercised, Providence
(directly) and Denton
Page 9 of 24 Pages
<PAGE>
(indirectly through his control of Providence) would have the right to vote and
dispose or direct the disposition of the Option Shares.
(c) None of the Reporting Persons has effected any transactions in the
Common Shares or any other securities of the Issuer during the past sixty days,
except as follows:
<TABLE>
<CAPTION>
Identity of Date(s) of Amount of Price per Share of Where and
Person Transaction Securities Securities Acquired how
Effecting Involved or Sold Transaction
Transaction was Effected
- ----------- ----------- ---------- ------------------- ------------
<S> <C> <C> <C> <C>
Providence October 14, Immediately $23,206.50 (total cost, Acquired in
1996 exercisable including commission) - open market
call options to Option price of $.75 purchases on
acquire per Common Share on the American
37,100 shares options to acquire Stock
with strike 9,500 Common Shares; Exchange
price of
$15.00 per Option price of $.5625
share. per Common Share on
options to acquire
27,600 Common Shares
Frederick W. October 14, 1,000 $15,445.89 (total cost, Acquired in
Whitridge, Jr. 1996 including commissions) an open
market
Price of $15.25 per purchase in
share. the Nasdaq
National
Market
</TABLE>
(d) To the best knowledge of the Reporting Persons, the persons who have
granted the Proxy Holders revocable proxies over the Proxy Shares are investment
managers with voting and dispositive power over the Proxy Shares. To the best
knowledge of the Reporting Persons, the clients of such investment managers have
the right to receive and the power to direct the receipt of dividends from or
the proceeds from the sale of the Proxy Shares. Clover Capital Management, Inc.
and Smith Barney & Co. each granted (or arranged for record holders to grant)
revocable proxies over Common Shares to the Proxy Holders representing in excess
of 5% of the Issuer's Common Shares.
(e) At the conclusion of the Annual Meeting, the revocable proxies with
respect to the Proxy Shares will lapse, the Reporting Persons will cease to be a
group for purposes of Section 13(d)(3) and the Reporting Persons will cease to
beneficially own more than 5% of the Issuer's Common Shares.
Page 10 of 24 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None of the Reporting Persons (and none of the executive officers and
directors identified in Schedule A hereto) have any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to each other
or with any other person with respect to the securities of the Issuer except as
set forth on Schedule A and as follows:
One or more of the Proxy Holders have received revocable proxies with
respect to 2,663,109 Common Shares directly from Clover Capital Management,
Inc., Smith Barney & Co., Peregrine Ventures and Peregrine Ventures II L.P. or
from persons holding as record holders on their behalf. As noted above, the
rights of the Proxy Holders under the proxies terminate upon the conclusion of
the Annual Meeting.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement among the parties
thereto dated October 23, 1996
Exhibit 2 Proxies granted by Clover Capital Management,
Inc. (or persons holding of record on its behalf)
Exhibit 3 Proxies granted by Peregrine Ventures and Peregrine
Ventures II L.P.
Exhibit 4 Proxies granted by persons holding of record on
behalf of Smith Barney & Co.
Page 11 of 24 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: October 25, 1996
PROVIDENCE CAPITAL, INC.
By: \s\ Herbert A. Denton
----------------------------------
Name: Herbert A. Denton
Title: President
W.S. FARISH & COMPANY
By: \s\ Terry W. Ward
----------------------------------
Name: Terry W. Ward
Title: Vice President
\s\ Herbert A. Denton
----------------------------------
Herbert A. Denton
\s\ Terry W. Ward
----------------------------------
Terry W. Ward
\s\ Frederick W. Whitridge, Jr.
----------------------------------
Frederick W. Whitridge, Jr.
Page 12 of 24 Pages
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Name Page No.
- ----------- ------------ --------
1 Joint Filing Agreement among the parties thereto 13
dated October 23, 1996
2 Proxy granted by Clover Capital Management, Inc. 16
(or persons holding of record on their behalf)
3 Proxies granted by Peregrine Ventures and Peregrine 20
Ventures II L.P.
4 Proxies granted by persons holding of record on 22
behalf of Smith Barney
Page 13 of 24 Pages
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among each of the undersigned
parties that this statement on Schedule 13D with respect to their beneficial
ownership of shares of the common stock, par value $.10 per share, of California
Microwave, Inc. is being filed on behalf of each of the parties named below.
This agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
Dated: October 23, 1996
PROVIDENCE CAPITAL, INC.
By: \s\ Herbert A. Denton
-------------------------------
Name: Herbert A. Denton
Title: President
W.S. FARISH & COMPANY
By:\s\ Terry W. Ward
-------------------------------
Name: Terry W. Ward
Title: Vice President
\s\ Herbert A. Denton
-------------------------------
Herbert A. Denton
\s\ Terry W. Ward
-------------------------------
Terry W. Ward
\s\ Frederick W. Whitridge, Jr.
-------------------------------
Frederick W. Whitridge, Jr.
Page 14 of 24 Pages
<PAGE>
SCHEDULE A
W.S. FARISH & COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
Name and Business Address Position with W.S. Principal Citizenship
Farish & Company Occupation
W. S. Farish Chairman and Chairman and U.S.
W.S. Farish & Company President President of W.S.
1100 Louisiana, Suite 1200 Farish & Company
Houston, Texas 77002
Terry W. Ward Vice President, Vice President, U.S.
W.S. Farish & Company Chief Financial Chief Financial
1100 Louisiana, Suite 1200 Officer and Officer of W.S.
Houston, Texas 77002 Director Farish & Company
William F. Gerry Director Private investments U.S.
40 Wall Street
36th Floor
New York, NY 10005
Martha Farish Gerry Director Private investments U.S.
W.S. Farish & Company
1100 Louisiana, Suite 1200
Houston, Texas 77002
W. S. Farish, Jr. Director Private investments U.S.
W.S. Farish & Company
1100 Louisiana, Suite 1200
Houston, Texas 77002
Edward H. Gerry Director Private investments U.S
W.S. Farish & Company
1100 Louisiana, Suite 1200
Houston, Texas 77002
W.S. Farish is the father of W.S. Farish, Jr. and the nephew of Martha
Farish Gerry. Edward H. Gerry is the husband of Martha Farish Gerry. William F.
Gerry is the son of Martha Farish Gerry and Edward H. Gerry. W.S. Farish is the
beneficial owner of approximately 40% of the outstanding equity interests in
W.S. Farish & Company. Martha Farish Gerry beneficially owns approximately 21%
of the total outstanding equity interests in W.S. Farish & Company. William F.
Gerry is the beneficiary of a trust which owns approximately 9.6% of the
outstanding equity interests in W.S. Farish & Company. The remaining equity
interests in W.S. Farish & Company are held by three trusts for the benefit of
three other children of Martha Farish Gerry. Approximately 59% of the stock of
California Microwave, Inc., held by W.S. Farish & Company is held for the
economic benefit of W.S. Farish & Company, with the remaining shares being held
for the economic benefit of various members of the W.S. Farish family.
Page 15 of 24 Pages
<PAGE>
EXHIBIT 2
PROXY
The undersigned hereby appoints, HERBERT A. DENTON, FREDERICK W. WHITRIDGE, JR.
AND TERRY W. WARD, and each of them, attorney, agent and proxy of the
undersigned, with full power of substitution, to vote cumulatively FOR Terry W.
Ward and/or Frederick W. Whitridge, Jr. so as to elect the maximum number of
them as directors of California Microwave, Inc., a Delaware corporation (the
"Company"), to vote FOR the approval of the amendment to the Company's employee
stock purchase plan, and to vote FOR the ratification of the selection of Ernst
& Young LLP as independent public accountants for the Company, at the annual
meeting of the stockholders of the Company to be held on Friday, October 25,
1996 (or any postponements or adjournments thereof) all shares of the common
stock, par value $.10 per share of the Company, as to which the undersigned is
entitled to vote.
Dated: October 24, 1996
Clover Capital Management, Inc.
By:/s/ Michael E. Jones
----------------------
Name: Michael E. Jones
Title: President
Page 16 of 24 Pages
<PAGE>
LEGAL PROXY
KNOW ALL PERSONS BY THESE PRESENTS, that we, FIRST ALBANY CORPORATION the
undersigned holder of ***9,300*** securities of CALIFORNIA MICROWAVE INC.
MEETING DATE 10/25/96 do hereby revoke any proxy heretofore given by us for said
securities;
Further know, that we hereby appoint and constitute with full power of
substitution
PROVIDENCE CAPITAL INC.
ATTN: HERBERT DENTON
730 FIFTH AVENUE
NEW YORK, NY 10019
or either or any of them, as our true and lawful attorney to vote as our proxy,
for said securities only, in our stead at the ANNUAL meeting of security holders
of 'company', or at any adjournment thereof, on any matter which may properly
and legally come before such meeting, including, but not limited to, the
election of directors, if any;
And finally know, that we appoint the above named to act in the same capacity
and as fully as we could act if we were personally present at such meeting.
DATED: October 17, 1996 SIGNED: /s/ Richard J. Daly
-------------------
ATTORNEY-IN-FACT
Page 17 of 24 Pages
<PAGE>
LEGAL PROXY
KNOW ALL PERSONS BY THESE PRESENTS, that we, ONBANK & TRUST COMPANY the
undersigned holder of ***6,650*** securities of CALIFORNIA MICROWAVE INC.
MEETING DATE 10/25/96 do hereby revoke any proxy heretofore given by us for said
securities;
Further know, that we hereby appoint and constitute with full power of
substitution
PROVIDENCE CAPITAL INC.
730 FIFTH AVENUE
NEW YORK, NY 10019
or either or any of them, as our true and lawful attorney to vote as our proxy,
for said securities only, in our stead at the ANNUAL meeting of security holders
of 'company', or at any adjournment thereof, on any matter which may properly
and legally come before such meeting, including, but not limited to, the
election of directors, if any;
And finally know, that we appoint the above named to act in the same capacity
and as fully as we could act if we were personally present at such meeting.
DATED: October 21, 1996 SIGNED: /s/ Richard J. Daly
-------------------
ATTORNEY-IN-FACT
Page 18 of 24 Pages
<PAGE>
LEGAL PROXY
KNOW ALL PERSONS BY THESE PRESENTS, that we, WACHOVIA BANK OF NC the undersigned
holder of ***15,000*** securities of CALIFORNIA MICROWAVE INC. MEETING DATE
10/25/96 do hereby revoke any proxy heretofore given by us for said securities;
Further know, that we hereby appoint and constitute with full power of
substitution
PROVIDENCE CAPITAL INC.
730 FIFTH AVENUE
NEW YORK, NY 10019
or either or any of them, as our true and lawful attorney to vote as our proxy,
for said securities only, in our stead at the ANNUAL meeting of security holders
of 'company', or at any adjournment thereof, on any matter which may properly
and legally come before such meeting, including, but not limited to, the
election of directors, if any;
And finally know, that we appoint the above named to act in the same capacity
and as fully as we could act if we were personally present at such meeting.
DATED: October 21, 1996 SIGNED: /s/ Richard J. Daly
-------------------
ATTORNEY-IN-FACT
Page 19 of 24 Pages
<PAGE>
EXHIBIT 3
PROXY
The undersigned hereby appoint(s), HERBERT A. DENTON, FREDERICK W. WHITRIDGE,
JR. AND TERRY W. WARD, and each of them, attorney, agent and proxy of the
undersigned, with full power of substitution, to vote in the sole discretion of
any of them, on all matters to be considered at the annual meeting of
stockholders of California Microwave, Inc., a Delaware corporation (the
"Company") to be held on Friday, October 25, 1996 (or any postponements or
adjournments thereof) 235,624 shares of the common stock, par value $.10 per
share of the Company, owned of record by the undersigned.
Dated: October 16, 1996
Peregrine Ventures,
a California Limited Partnership
By: Peregrine Associates, its
General Partner
By:/s/ Frank LaHaye
----------------
Its General Partner
Page 20 of 24 Pages
<PAGE>
PROXY
The undersigned hereby appoint(s), HERBERT A. DENTON, FREDERICK W. WHITRIDGE,
JR. AND TERRY W. WARD, and each of them, attorney, agent and proxy of the
undersigned, with full power of substitution, to vote in the sole discretion of
any of them, on all matters to be considered at the annual meeting of
stockholders of California Microwave, Inc., a Delaware corporation (the
"Company") to be held on Friday, October 25, 1996 (or any postponements or
adjournments thereof) 287,985 shares of the common stock, par value $.10 per
share of the Company, owned of record by the undersigned.
Dated: October 16, 1996
Peregrine Ventures II L.P.,
a California Limited Partnership
By: Peregrine Associates, its
General Partner
By:/s/ Frank LaHaye
----------------
Its General Partner
Page 21 of 24 Pages
<PAGE>
EXHIBIT 4
LEGAL PROXY
KNOW ALL PERSONS BY THESE PRESENTS, that we, PNC BANK CORP. the undersigned
holder of ***800,000*** securities of CALIFORNIA MICROWAVE INC. MEETING DATE
10/25/96 do hereby revoke any proxy heretofore given by us for said securities;
Further know, that we hereby appoint and constitute
HERBERT A. DENTON
FREDERICK WHITRIDGE, JR.
TERRY W. WARD
or either or any of them, as our true and lawful attorney to vote as our proxy,
for said securities only, in our stead at the ANNUAL meeting of security holders
of 'company', or at any adjournment thereof, on any matter which may properly
and legally come before such meeting, including, but not limited to, the
election of directors, if any;
And finally know, that we appoint the above named to act in the same capacity
and as fully as we could act if we were personally present at such meeting.
DATED: October 23, 1996 SIGNED: /s/ Richard J. Daly
-------------------
ATTORNEY-IN-FACT
Page 22 of 24 Pages
<PAGE>
LEGAL PROXY
KNOW ALL PERSONS BY THESE PRESENTS, that we, PNC BANK CORP. the undersigned
holder of ***260,000*** securities of CALIFORNIA MICROWAVE INC. MEETING DATE
10/25/96 do hereby revoke any proxy heretofore given by us for said securities;
Further know, that we hereby appoint and constitute
HERBERT A. DENTON
FREDERICK WHITRIDGE, JR.
TERRY W. WARD
or either or any of them, as our true and lawful attorney to vote as our proxy,
for said securities only, in our stead at the ANNUAL meeting of security holders
of 'company', or at any adjournment thereof, on any matter which may properly
and legally come before such meeting, including, but not limited to, the
election of directors, if any;
And finally know, that we appoint the above named to act in the same capacity
and as fully as we could act if we were personally present at such meeting.
DATED: October 23, 1996 SIGNED: /s/ Richard J. Daly
-------------------
ATTORNEY-IN-FACT
Page 23 of 24 Pages
<PAGE>
LEGAL PROXY
KNOW ALL PERSONS BY THESE PRESENTS, that we, PNC BANK CORP. the undersigned
holder of ***104,500*** securities of CALIFORNIA MICROWAVE INC. MEETING DATE
10/25/96 do hereby revoke any proxy heretofore given by us for said securities;
Further know, that we hereby appoint and constitute
HERBERT A. DENTON
FREDERICK WHITRIDGE, JR.
TERRY W. WARD
or either or any of them, as our true and lawful attorney to vote as our proxy,
for said securities only, in our stead at the ANNUAL meeting of security holders
of 'company', or at any adjournment thereof, on any matter which may properly
and legally come before such meeting, including, but not limited to, the
election of directors, if any;
And finally know, that we appoint the above named to act in the same capacity
and as fully as we could act if we were personally present at such meeting.
DATED: October 23, 1996 SIGNED: /s/ Richard J. Daly
-------------------
ATTORNEY-IN-FACT
Page 24 of 24 Pages
