UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
California Microwave, Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
130442106
(CUSIP Number)
Matthew Kaufler
c/o 11 Tobey Village Office Park
Pittsford, New York 14534
(716) 385-6090
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 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 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).
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 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 11 Pages
Exhibit Index is located on page 9<PAGE>
CUSIP No. 130442106 Page 2 of 11 Pages
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clover Capital Management, Inc.
16-1263400
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) / /
(b) /X/
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS
OO
___________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
___________________________________________________________________________
(7) SOLE VOTING POWER
0 shares
____________________________________________
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY 1,214,250 shares
EACH REPORTING PERSON ____________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0 shares
____________________________________________
(10) SHARED DISPOSITIVE POWER
1,214,250 shares
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,214,250 shares
___________________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) / /
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON (See Instructions)
IA
___________________________________________________________________________<PAGE>
CUSIP No. 130442106 Page 3 of 11 Pages
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael E. Jones
###-##-####
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) /X/
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS
Not Applicable
___________________________________________________________________________
(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
0 shares
___________________________________________
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY 1,214,250 shares
EACH REPORTING PERSON ___________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0 shares
___________________________________________
(10) SHARED DISPOSITIVE POWER
1,214,250 shares
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,214,250 shares
___________________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) / /
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
___________________________________________________________________________<PAGE>
CUSIP No. 130442106 Page 4 of 11 Pages
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Geoffrey H. Rosenberger
###-##-####
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) /X/
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS
Not Applicable
___________________________________________________________________________
(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
0 shares
___________________________________________
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY 1,214,250 shares
EACH REPORTING PERSON ___________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0 shares
___________________________________________
(10) SHARED DISPOSITIVE POWER
1,214,250 shares
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,214,250 shares
___________________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
/ /
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
___________________________________________________________________________<PAGE>
CUSIP No. 130442106 Page 5 of 11 Pages
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles W. Ruff
###-##-####
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) /X/
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS
PF as to 1,000 shares; Not Applicable as to 1,214,250 shares
___________________________________________________________________________
(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
0 shares
___________________________________________
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY 1,215,250 shares
EACH REPORTING PERSON ___________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0 shares
___________________________________________
(10) SHARED DISPOSITIVE POWER
1,215,250 shares
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,215,250 shares
___________________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
/ /
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
___________________________________________________________________________<PAGE>
CUSIP No. 130442106 Page 6 of 11 Pages
Introductory Statement
This Amendment No. 2 amends the Schedule 13D filed on September
4, 1996 by Clover Capital Management, Inc. ( Clover ), Michael E. Jones,
Geoffrey H. Rosenberger and Charles W. Ruff (Clover, Mr. Jones, Mr.
Rosenberger, and Mr. Ruff are sometimes collectively referred to herein as
the "Reporting Persons") and Amendment No. 1 thereto filed on or about
October 22, 1996 relating to the common stock par value $.10 per share, of
California Microwave, Inc. (the Company ).
This Amendment No. 2 is being filed by the Reporting Persons to
reflect the revocation by Clover of the revocable proxy granted by it on
October 21, 1996 and the grant by Clover on October 24, 1996 of a new
revocable proxy to vote at the annual meeting of the stockholders of the
Company to be held on Friday, October 25, 1996 (or any postponement or
adjournments thereof (the "1996 Annual Meeting") all shares of the subject
securities as to which Clover is entitled to vote.
All capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Schedule 13D which is amended hereby
(the "Schedule 13D").
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated as
follows:
The subject securities were acquired and continue to be held by
the Reporting Persons for investment purposes. Each reserves the right to
acquire or dispose of the subject securities. On August 28, 1996
representatives of Clover met with the Chief Executive Officer and Chief
Financial Officer of the Company and recommended that the Chief Executive
Officer be replaced because in Clover s opinion (1) the Company s
credibility in the investment community has suffered because of earnings
forecasts made by the Chief Executive Officer that have failed to
materialize, (2) the Company s performance has been and continues to be
inferior to the Company s competitors, (3) certain of the Company s
fundamental business strategies are flawed and (4) the Company has not
provided a credible strategy as to how it will maximize shareholder value.
By letter to the Board of Directors of the Company dated September 18,
1996, Clover reiterated these views.
By letter to the Board of Directors of the Company dated October
4, 1996, Clover provided advice with respect to the Company's business
strategy and expressed its view that the Company's current strategy is not
designed to maximize shareholder value.
On October 24, 1996, Clover revoked the proxy it granted to
Herbert A. Denton, Frederick W. Whitridge, Jr. and Terry W. Ward on
October 21, 1996 and granted them a new revocable proxy 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 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 1996 Annual
Meeting all shares of the subject securities as to which Cover is entitled
to vote. Neither Mr. Ward nor Mr. Whitridge were recommended by the
Company's Board of Directors for election at the 1996 Annual Meeting.
CUSIP No. 130442106 Page 7 of 11 Pages
In the future, Clover may present specific business strategies to
the Board of Directors or otherwise provide advice regarding the business
of the Company and possible ways to maximize shareholder value.
Except as set forth in this Item 4, the Reporting Persons have no
present plan or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of
the Securities Exchange Act of 1934.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and restated as
follows:
On October 24, 1996, Clover granted Herbert A. Denton, Frederick
W. Whitridge, Jr. and Terry W. Ward a revocable proxy 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 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 1996 Annual Meeting
all shares of the subject securities as to which Clover is entitled to
vote.
There are no other contracts, arrangements, understandings or
relationships between any of the Reporting Persons and others with respect
to any securities of the Company and there are none among the Reporting
Persons except as results from their relationship with Clover and the
investment advisory contracts between Clover and each client whose account
owns the subject securities pursuant to which Clover has discretionary
authority to purchase or sell and vote the subject securities.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and restated as
follows:
Exhibit 99-1 - Joint Filing Agreement
Exhibit 99-2 - Revocable proxy granted to Herbert A. Denton,
Frederick W. Whitridge, Jr. and Terry W. Ward.<PAGE>
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.
October 24, 1996 Clover Capital Management, Inc.
By:/s/ Michael E. Jones
Michael E. Jones, Managing Director
October 24, 1996 /s/ Michael E. Jones
Michael E. Jones
October 24, 1996 /s/ Geoffrey H. Rosenberger
Geoffrey H. Rosenberger
October 24, 1996 /s/ Charles W. Ruff
Charles W. Ruff<PAGE>
EXHIBIT INDEX
Exhibit Page
Exhibit 99-1 Joint Filing Agreement 10
Exhibit 99-2 Revocable proxy granted to 11
Herbert A Denton,
Frederick W. Whitridge, Jr.
and Terry W. Ward<PAGE>
AGREEMENT PURSUANT TO RULE 13D-1(F)(1)
The undersigned persons agree and consent to the joint filing on their
behalf of this Amendment No. 2 to Schedule 13D in connection with their
beneficial ownership of the common stock of California Microwave, Inc. at
October 24, 1996 and agree that this filing is filed on behalf of each of
them.
October 24, 1996 Clover Capital Management, Inc.
By:/s/ Michael E. Jones
Michael E. Jones, Managing Director
October 24, 1996 /s/ Michael E. Jones
Michael E. Jones
October 24, 1996 /s/ Geoffrey H. Rosenberger
Geoffrey H. Rosenberger
October 24, 1996 /s/ Charles W. Ruff
Charles W. Ruff<PAGE>
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
