UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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)
July 21, 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
161,415 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 161,415 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
161,415 (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)
5.9% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Page 5 of 11 Pages
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 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
information set forth in Item 1 of Amendment No. 1 to the Statement ("Amendment
1") is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
Except as set forth in the revised Schedule 1 attached hereto, which
provides information concerning the executive officers, directors and
shareholders of LNA, the general partner of Barington, the information set forth
in Item 2 of Amendment 1 is incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except as set forth below, the information set forth in Item 3 of
Amendment 1 is incorporated herein by reference.
"The total cost of the 61,415 shares of Common Stock reported owned by
Barington was $198,365.53."
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Item 4 of Amendment 1 is incorporated
herein by reference. The following sentence is hereby added to the second
paragraph set forth under Item 4 of Amendment 1:
"The Reporting Persons may also engage in discussions with management of
the Company concerning the composition of the Company's Board of Directors
and may suggest individuals for election as directors of the Company, which
individuals may include Mr. Mitarotonda."
<PAGE>
Page 6 of 11 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Except as set forth below, the information set forth in Item 5 of
Amendment 1 is incorporated herein by reference.
"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. 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/"
"C. Barington Capital Group
(a) Barington beneficially owns an aggregate of 161,415 shares of
Common Stock, including 100,000 shares issuable upon exercise of
underwriter's warrants described below and 2,000 shares in Barington's
trading account held in connection with market making activities,
representing approximately 5.9% of the shares of Common Stock
outstanding.1/
As of the close of business on July 21, 1997, Barington's trading
account held 2,000 shares of Common Stock. Shares of Common Stock acquired
or sold by Barington in connection with its market making activities are
not reflected in Schedule II. During the 60 days ended July 21, 1997, in
connection with its market making activities, Barington purchased an
aggregate of 49,435 shares of Common Stock and sold and aggregate of 47,435
shares of Common Stock at prices ranging from $2-7/8 to $3-3/4 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.
None.
- --------
1 Based upon 2,650,404 shares of Common Stock reported by the Company to be
outstanding as of April 30, 1997 in its Quarterly Report on Form 10-Q for
the period ended April 30, 1997 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 7 of 11 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: July 25, 1997
/s/James A. Mitarotonda
-----------------------
James A. Mitarotonda
<PAGE>
Page 8 of 11 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: July 25, 1997
/s/ Edmund H. Shea, Jr.
-----------------------
Edmund H. Shea, Jr.
<PAGE>
Page 9 of 11 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: July 25, 1997
BARINGTON CAPITAL GROUP, L.P.
By: LNA CAPITAL CORP., its general partner
By: /s/James A. Mitarotonda
-----------------------
Name: James A. Mitarotonda
Title: President
<PAGE>
Page 10 of 11 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 President
Marc Cooper Secretary
Messrs. Mitarotonda and Cooper are the directors of and own the
majority of the voting stock of LNA Capital Corp.
<PAGE>
Page 11 of 11 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
---- --------- ----- ----
7/21/97 23,685 3.1743 75,183.30
The shares were transferred from Barington's market-making account into its
investment account at a price based on the average acquisition price paid for
such shares in open market transactions.
