UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Comtech Telecommunications Corp.
--------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
--------------------------------------
(Title of Class of Securities)
20582620900
(CUSIP Number)
Thomas E. Constance, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
--------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 20, 1997
-----------------
(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: [ ]
Page 1 of 14 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 20582620900 Page 2 of 14 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James A. Mitarotonda
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) SEE ITEM 5
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
United States of America
7) SOLE VOTING POWER
50,000 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 50,000 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 20582620900 Page 3 of 14 Pages
- -------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edmund H. Shea, Jr.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) SEE ITEM 5
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
United States of America
7) SOLE VOTING POWER
83,528 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 83,528 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,528 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14) TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 20582620900 Page 4 of 14 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Capital Group, L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) SEE ITEM 5
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
135,730 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 135,730 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,730 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Page 5 of 14 Pages
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to a Statement on Schedule 13D (the "Statement")
relates to the purchase by Barington Capital Group, L.P. ("Barington") of shares
of Common Stock, par value $.10 per share (the "Common Stock"), of Comtech
Telecommunications Corp., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 105 Baylis Road, Melville, New
York 11747.
ITEM 2. IDENTITY AND BACKGROUND.
(a)- (c) The names and business addresses of the persons jointly
filing this statement are:
James A. Mitarotonda
Barington Capital Group, L.P.
888 Seventh Avenue, 17th Floor
New York, NY 10019
Edmund H. Shea, Jr.
655 Brea Canyon Road
Walnut, CA 91789-0489
Barington Capital Group, L.P.
888 Seventh Avenue, 17th Floor
New York, NY 10019
Such persons are referred to herein as the "Reporting Persons."
A. Mr. Mitarotonda
Mr. Mitarotonda's principal occupation is Chairman and Chief Executive
Officer of LNA Capital Corp. ("LNA"), the general partner of Barington, an
investment bank. The address of the principal business and principal office of
LNA and Barington is 888 Seventh Avenue, 17th Floor, New York, NY 10019.
B. Mr. Shea
Mr. Shea's principal occupation is serving as Vice President of J.F.
Shea Co., Inc., the principal business of which is heavy construction and
residential and commercial construction. The address of J.F. Shea Co., Inc. is
655 Brea Canyon Road, P.O. Box 489, Walnut, CA 91789-0489. Mr. Shea is a limited
partner of Barington.
<PAGE>
Page 6 of 14 Pages
C. Barington Capital Group
Barington is a limited partnership organized under the laws of the
state of Delaware and is engaged in the business of investment banking and
securities brokerage. LNA is engaged in the business of acting as general
partner of Barington.
Attached as Schedule I is information concerning the executive
officers, directors and shareholders of LNA, the general partner of Barington.
(d) - (e) During the last five years, none of the Reporting Persons,
LNA or any other persons listed in Schedule I has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or has 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.
(f) Each natural person identified in this Item 2 and in Schedule I is
a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The cost of the shares of Common Stock reported owned by Mr.
Mitarotonda was funded out of his personal funds. The total cost of the reported
shares was $169,894.76. The cost of the shares of Common Stock reported owned by
Mr. Shea was funded out of his personal funds. The total cost of the reported
shares was $243,814.75. The cost of shares of Common Stock reported owned by
Barington was funded out of its working capital. The total cost of the 35,730
shares of Common Stock reported owned by Barington $116,994.73. The total cost
of the underwriter's warrants to purchase 100,000 shares of Common Stock
reported beneficially owned by Barington and referred to in Item 5 below was
$100.
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Reporting Persons acquired beneficial ownership of the
shares of Common Stock to which this Statement relates for investment.
Each of the Reporting Persons may acquire additional shares of Common
Stock or other securities of the Company or sell or otherwise dispose of any or
all of the shares of Common Stock or other securities of the Company
beneficially owned by him. Each of the Reporting Persons may take any other
action with respect to the Company or any of its debt or equity securities in
any manner permitted by law. The Reporting Persons have in the past and may in
the future engage in discussions with management of the Company concerning,
among other things, the performance, business, prospects and management of the
Company.
In the ordinary course of its activities as a broker-dealer, Barington
acts as a market maker for the Common Stock in the over-the-counter market. See
Item 5.
Except as disclosed in this Item 4, neither of the Reporting Persons
has current plans or proposals which relate to or would result in any of the
events described in Items (a) through (j) of the instructions to Item 4 of
Schedule 13D. Each of the Reporting Persons intends continuously to review his
<PAGE>
Page 7 of 14 Pages
investment in the Company and, in light of the Company's performance, business,
projects and management, may undertake actions which may result in any of the
events described in Items (a) through (j).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
A. Mr. Mitarotonda
(a) Mr. Mitarotonda beneficially owns an aggregate of 50,000 shares of
Common Stock, representing approximately 1.9% of the shares of Common Stock
outstanding.1
(b) Mr. Mitarotonda has sole power to vote and dispose of Common Stock
beneficially owned by him.
(c) Mr. Mitarotonda has not acquired any Common Stock during the past
60 days.
(d) Not applicable.
(e) Not applicable.
B. Mr. Shea
(a) Mr. Shea beneficially owns an aggregate of 83,528 shares of Common
Stock, representing approximately 3.2% of the shares of Common Stock
outstanding.1/
(b) Mr. Shea has sole power to vote and dispose of Common Stock
beneficially owned by him.
(c) Mr. Shea has not acquired any of Common Stock during the past 60
days.
(d) Not applicable.
(e) Not applicable.
C. Barington Capital Group
(a) Barington beneficially owns an aggregate of 135,730 shares of
Common Stock, including 100,000 shares issuable upon exercise of underwriter's
warrants described below, representing approximately 5.0% of the shares of
Common Stock outstanding.1/
(b) Barington has sole power to vote and dispose of Common Stock
beneficially owned by it.
- --------
1/ Based upon 2,637,384 shares of Common Stock reported by the Company to
be outstanding as of October 31, 1996 in its Quarterly Report on Form
10-Q for the period ended October 31, 1996 and with respect to
percentages relating to shares beneficially owned by Barington,
treating the shares issuable upon exercise of the underwriter's
warrants as outstanding for this purpose.
<PAGE>
Page 8 of 14 Pages
(c) Except as set forth on Schedule II annexed hereto, Barington has
not acquired any Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
The Reporting Persons intend to consult with each other from time to
time and exchange information concerning the Company and their respective
investments in the Common Stock, and as such may be deemed to constitute a
"group" within the meaning of Rule 13d-5(b) under the Securities Exchange Act of
1934, as amended. The Reporting Persons have not agreed to act together for the
purpose of acquiring, holding, voting or disposing of the Common Stock. The
Reporting Persons do not concede that they constitute such a group. Each
Reporting Person disclaims beneficial ownership of shares of Common Stock held
by the others.
Barington acted as Underwriter of the Company's initial public offering
in July 1993. In connection with such offering, Barington received underwriter's
warrants exercisable until July 1998 to purchase 100,000 shares of Common Stock
at an exercise price of $9.80 per share.
In the ordinary course of its activities as a broker-dealer, Barington
acts as a market maker for the Common Stock in the over-the-counter market.
Barington intends to continue acting as a market maker in the Common Stock,
subject to applicable laws and regulations, and as such may in the ordinary
course of such activities buy and sell shares of Common Stock for its trading
account. Barington is not obligated to continue to act as a market maker in the
Common Stock and may discontinue such activities at any time without notice.
Barington may act as principal or agent in market-making transactions, including
as agent for the counterparty when acting as principal or agent for both
counterparties, and may receive compensation in the form of discounts and
commissions, including from both counterparties when Barington acts as agent for
both. Such sales will be made at prevailing market prices at the time of sale,
at prices related thereto or at negotiated prices. As of the close of business
on March 5, 1997, Barington's trading account held a short position of 4,800
shares of Common Stock. Shares of Common Stock acquired or sold by Barington in
connection with its market making activities are not reflected as beneficially
owned by Barington in this Item 5 or in Schedule II. During the 60 days ended
March 5, 1997, in connection with its market making activities, Barington
purchased an aggregate of 51,400 shares of Common Stock and sold and aggregate
of 56,400 shares of Common Stock at prices ranging from $3 to $4-6/16 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement of joint filing pursuant to Rule 13d(1)-f promulgated
under the Securities Exchange Act of 1934, as amended.
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Page 9 of 14 Pages
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.
Dated: March 6, 1997
/s/James A. Mitarotonda
-----------------------
James A. Mitarotonda
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Page 10 of 14 Pages
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.
Dated: March 6, 1997
/s/ Edmund H. Shea, Jr.
-----------------------
Edmund H. Shea, Jr.
<PAGE>
Page 11 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: March 6, 1997
BARINGTON CAPITAL GROUP, L.P.
By: LNA CAPITAL CORP., its general partner
By: /s/James A. Mitarotonda
-----------------------
Name: James A. Mitarotonda
Title: Chairman, President and Chief Executive Officer
<PAGE>
Page 12 of 14 Pages
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
LNA CAPITAL CORP.
LNA is the general partner of Barington Capital Group, L.P. The name
and present principal occupation or employment of each of the executive officers
of LNA Capital Corp. are set forth below. The business address of each such
person is c/o LNA Capital Corp., 888 Seventh Avenue, New York, New York 10021.
Present Principal
Name Occupation or Employment
- ---- ------------------------
James Mitarotonda Chairman, President and Chief Executive Officer
Marc Cooper Executive Vice-President
Messrs. Mitarotonda and Cooper are the directors and own the majority
of the voting stock of LNA Capital Corp.
<PAGE>
Page 13 of 14 Pages
SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF
COMTECH TELECOMMUNICATIONS CORP.
DURING THE PRECEDING 60 DAYS
Shares Purchased by Barington Capital Group, L.P.
Number of
Shares Price per Total
Date Purchased Share Cost
---- --------- ----- ----
2/20/97 13,500 3.750 50,625.00
All such transactions were conducted on the open market.
<PAGE>
Page 14 of 14 Pages
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act
of 1934, the undersigned persons hereby agree to file with the Securities and
Exchange Commission the Statement on Schedule 13D (the "Statement") to which
this Agreement is attached as an exhibit, and agree that such Statement, as so
filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
March 6, 1997.
/s/James A. Mitarotonda
-----------------------
James A. Mitarotonda
/s/ Edmund H. Shea, Jr.
-----------------------
Edmund H. Shea, Jr.
BARINGTON CAPITAL GROUP, L.P.
By: LNA CAPITAL CORP., its general partner
By: /s/James A. Mitarotonda
-----------------------
Name: James A. Mitarotonda
Title: Chairman, President and Chief
Executive Officer
