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, $.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)
August 28, 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 /X/.
Check the following box if a fee is being paid with this statement /X/. (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 10 Pages<PAGE>
CUSIP No. 130442106 Page 2 of 10 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 1,219,400 shares
EACH REPORTING PERSON ____________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0 shares
____________________________________________
(10) SHARED DISPOSITIVE POWER
1,219,400 shares
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,219,400 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)
7.7%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON (See Instructions)
IA
___________________________________________________________________________<PAGE>
CUSIP No. 130442106 Page 3 of 10 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 1,219,400 shares
EACH REPORTING PERSON ________________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0 shares
________________________________________________
(10) SHARED DISPOSITIVE POWER
1,219,400 shares
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,219,400 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)
7.7%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
___________________________________________________________________________<PAGE>
CUSIP No. 130442106 Page 4 of 10 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 1,219,400 shares
EACH REPORTING PERSON ________________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0 shares
________________________________________________
(10) SHARED DISPOSITIVE POWER
1,219,400 shares
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,219,400 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)
7.7%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
___________________________________________________________________________<PAGE>
CUSIP No. 130442106 Page 5 of 10 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 1,219,400 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 1,220,400 shares
EACH REPORTING PERSON ________________________________________________
WITH (9) SOLE DISPOSITIVE POWER
0 shares
________________________________________________
(10) SHARED DISPOSITIVE POWER
1,220,400 shares
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,220,400 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)
7.7%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
___________________________________________________________________________<PAGE>
CUSIP No. 130442106 Page 6 of 10 Pages
Item 1. Security and Issuer
This instrument relates to the common stock par value $.10 per
share, of California Microwave, Inc. (the Company ), the issuer of such
securities. The principal executive offices of the issuer are located at 555
Twin Dolphin Drive, Redwood City, California 94065.
Item 2. Identity and Background
The following information is given for the corporation and
persons listed below (collectively, the "Reporting Persons")
(1) (a) Clover Capital Management, Inc. ("Clover")
(b) State of organization: New York
(c) Principal business is investment adviser
(d) Address of principal office is:
11 Tobey Village Office Park
Pittsford, NY 14534
(e) During the past 5 years the corporation has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(f) During the last 5 years the corporation has not 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 enforcing
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(2) (a) Michael E. Jones
(b) Residence Address:
8 Hidden Springs Drive
Pittsford, NY 14534
(c) Present principal occupation and employment is as Managing
Director, President and Treasurer of Clover. He is also a director
and controlling shareholder of Clover.
(d) During the past 5 years Mr. Jones has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last 5 years Mr. Jones has not 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 enforcing future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Mr. Jones is a U.S. citizen.
<PAGE>
CUSIP No. 130442106 Page 7 of 10 Pages
(3) (a) Geoffrey H. Rosenberger
(b) Residence Address:
24 Tuxford Road
Pittsford, NY 14534
(c) Present principal occupation and employment is as candidate
for U.S. Congress. He is a director and controlling shareholder of
Clover but is on a leave of absence until the general election in
November 1996.
(d) During the past 5 years Mr. Rosenberger has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last 5 years Mr. Rosenberger has not 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 enforcing future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Rosenberger is a U.S. citizen.
(4) (a) Charles W. Ruff
(b) Residence Address:
29 Devonwood Lane
Pittsford, NY 14534
(c) Present principal occupation and employment is as an equity
analyst at Clover. He is also a director and a vice president of
Clover.
(d) During the past 5 years Mr. Ruff has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last 5 years Mr. Ruff has not 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 enforcing future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Mr. Ruff is a U. S. citizen.
Item 3. Source and Amount of Funds in Other Consideration
The subject securities covered by this Schedule attributable to Clover
are owned beneficially by the various client accounts advised by Clover.
Funds to purchase such securities originated from such accounts. Clover is
not aware of any borrowing to finance such purchases. It is anticipated that
the above information would also apply to future purchases, if any. The
addressed 1,000 shares beneficially owned by Charles W. Ruff were acquired
from personal funds, none were acquired with borrowed funds.
<PAGE>
CUSIP No. 130442106 Page 8 of 10 Pages
Item 4. Purpose of Transaction
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.
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 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of the subject securities
beneficially owned by each of the Reporting Persons is as follows:
Name No. of Shares Percentage
---- ------------- ----------
Clover 1,219,400 7.7
Michael E. Jones 0 0.0
Geoffrey H. Rosenberger 0 0.0
Charles W. Ruff 1,000 0.006
(b) As investment adviser to the client accounts owning the subject
securities, Clover shares the voting and dispositive power with the
account owner of each account. As directors of Clover, Messrs. Jones,
Rosenberger and Ruff share the voting and dispositive powers with Clover.
In addition, Mr. Ruff holds shared voting and dispositive power with
respect to the subject securities beneficially owned by him (other than
indirectly through Clover). <PAGE>
CUSIP No. 130442106 Page 9 of 10 Pages
(c) During the last 60 days the following transactions occurred in the
subject securities by the following persons:
(i) Name: Clover (for client accounts)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Date of Transactions: 6/25 6/25 6/24 7/1 7/12 8/5 8/6 8/12 8/16
Type: Buy Buy Sell Sell Sell Sell Sell Sell Sell
Number of Shares: 900 1700 1200 1300 500 800 600 100 900
Price/Share: $16 $15.75 $15.50 $15.38 $14.50 $12.50 $12.53 $12.88 $13.50
Where and how MM MM MM I I MM I I MM
transaction effected: (MM = Market Maker; I = Instinet)
</TABLE>
(ii) Name: Michael E. Jones
(none)
(iii) Name: Geoffrey H. Rosenberger
(none
(iv) Name: Charles W. Ruff
(none)
(d) The client in each account advised by Clover and owning the subject
securities has the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sales of, the
subject securities held by the account.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
There are no 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
Exhibit 99-1 - Joint Filing Agreement<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.
August 30, 1996 Clover Capital Management, Inc.
By:/s/ Michael E. Jones
Michael E. Jones, Managing Director
August 30, 1996 /s/ Michael E. Jones
Michael E. Jones
August 30, 1996 /s/ Geoffrey H. Rosenberger
Geoffrey H. Rosenberger
August 30, 1996 /s/ Charles W. Ruff
Charles W. Ruff
AGREEMENT PURSUANT TO RULE 13D-1(F)(1)
The undersigned persons agree and consent to the joint filing on their
behalf of this Schedule 13D in connection with their beneficial ownership of
the common stock of California Microwave, Inc. at August 30, 1996 and agree
that this filing is filed on behalf of each of them.
August 30, 1996 Clover Capital Management, Inc.
By:/s/ Michael E. Jones
Michael E. Jones, Managing Director
August 30, 1996 /s/ Michael E. Jones
Michael E. Jones
August 30, 1996 /s/ Geoffrey H. Rosenberger
Geoffrey H. Rosenberger
August 30, 1996 /s/ Charles W. Ruff
Charles W. Ruff
