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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Comtech Telecommunications Corp.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
205826209
(CUSIP Number)
Edward I. Tishelman, Esq.
Hartman & Craven LLP
460 Park Avenue
New York, New York 10022
(212) 753-7500
(Name, Address and Telephone Number of Person Authorized to Received Notices
and Communications)
July 19, 1999
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box /__/.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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
disclosures 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).
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SCHEDULE 13D
CUSIP No. 205826209
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gary Gelman
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
---
(b)
---
3) SEC USE ONLY
4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7) SOLE VOTING POWER
SHARES 161,535
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY None
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 161,535
PERSON WITH 10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
161,535
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.52%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Gary Gelman hereby amends and supplements the Schedule 13D originally
filed with the Securities and Exchange Commission (the "SEC") on September 17,
1997, as amended by Amendment No. 1 filed with the SEC on November 24, 1997 and
as further amended by Amendment No. 2 filed with the SEC on January 14, 1998
(the "Schedule") as follows:
This Schedule relates to the common stock, par value $.10 per share
("Common Stock"), of Comtech Telecommunications Corp., a Delaware corporation.
"Item 5. Interest in Securities of the Issuer.
Item 5(a) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:
Mr. Gelman beneficially owns (as defined by Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) 161,535
shares, or 5.52% of the shares of Common Stock outstanding as
of May 26, 1999.
Item 5(b) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:
Mr. Gelman has sole voting and dispositive power over
161,535 shares of Common Stock.
Item 5(c) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:
The following chart sets forth information concerning
dispositions of shares of Common Stock by Mr. Gelman during
the past sixty (60) days:
Number of
Date of Sale Shares Sold Price per Share
------------ ----------- ---------------
July 15, 1999 8,800 $ 18.81
July 15, 1999 5,550 $ 18.40
July 16, 1999 1,600 $ 19.66
July 16, 1999 10,000 $ 17.80
July 19, 1999 8,500 $ 21.20
July 21, 1999 2,512 $ 20.14
All such sales were made in open market transactions."
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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.
/s/ Gary Gelman
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Gary Gelman
Date: July 22, 1999
