UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
DBA SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities)
233031103
(CUSIP Number)
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).
* The remainder of this cover page should 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 14 Pages
<PAGE>
CUSIP No. 233031103 13G Page 2 of 14 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WECHSLER & CO., INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a)|_|
b)|X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 1,513,532
EACH ----------------------------------------------------------
PERSON 6 SHARED VOTING POWER
REPORTING
WITH Not Applicable
----------------------------------------------------------
7 SOLE DISPOSITIVE POWER
1,513,532
----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,513,532
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
BD
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 14 Pages
<PAGE>
CUSIP No. 233031103 13G Page 2 of 14 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NORMAN J. WECHSLER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|_|
(b)|X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 1,513,532
EACH ----------------------------------------------------------
PERSON 6 SHARED VOTING POWER
REPORTING
WITH Not Applicable
----------------------------------------------------------
7 SOLE DISPOSITIVE POWER
1,513,532
----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,513,532
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
1,513,532
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 14 Pages
<PAGE>
Item 1(a). Name of Issuer:
DBA SYSTEMS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
1200 South Woody Burke Road
Melbourne, FL 32901
Item 2(a). Name of Person Filing:
This Schedule 13G is filed on behalf of (i) Wechsler & Co., Inc.
and (ii) Norman J. Wechsler (each a "Reporting Person" and
collectively, the "Reporting Persons").
Item 2(b). Address of Principal Business Office or, if none,
Residence:
105 South Bedford Road
Suite 310
Mount Kisco, NY 10549
Item 2(c). Citizenship:
Wechsler & Co., Inc. is a New York corporation and Norman J.
Wechsler is a United States citizen.
Item 2(d). Title of Class of Securities:
Common Stock, $.10 par value
Item 2(e). CUSIP Number:
233031103
Item 3. Type of Reporting Person:
(a) Wechsler & Co., Inc. is a broker-dealer registered under
Section 15 of the Securities Exchange Act of 1934. Norman J.
Wechsler is the majority shareholder, Chairman of the Board
and President of Wechsler & Co., Inc. and, accordingly, is
considered the beneficial owner of securities beneficially
owned by Wechsler & Co., Inc. Mr. Wechsler's beneficial
ownership of Common Stock of the Issuer does not exceed 1%
of such class of equity securities, exclusive of equity
securities beneficially owned by Wechsler & Co., Inc.
(b) - (h): Not applicable
Page 4 of 14 Pages
<PAGE>
Item 4. Ownership:
(a) Amount Beneficially Owned:
Wechsler & Co., Inc. beneficially owns 1,513,532 shares of
Common Stock, which amount includes 2,103 shares issuable
upon conversion of $41,000 principal amount of the Issuer's
8 1/4% Convertible Subordinated Debentures Due 2010, all of
which is held in its market-making accounts for securities
of the Issuer. Mr. Wechsler is deemed the beneficial owner
of such shares by reason of his relationship with Wechsler &
Co., Inc.
(b) Percent of Class:
34.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,513,532 (giving effect to the conversion described
in Item 4(a) above)
(ii) shared power to vote or to direct the vote:
Not Applicable
(iii) sole power to dispose or to direct the disposition of:
1,513,532 (giving effect to the conversion described
in Item 4(a) above)
(iv) shared power to dispose or to direct the disposition
of:
Not Applicable
Items 5-9. Not Applicable
Item 10. By signing below, each of the undersigned certifies that, to the
best of its or his knowledge and belief, the securities referred
to above were acquired in the ordinary course of business and
were not acquired for the purpose and do not have the effect of
changing or influencing the control of the Issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
Page 5 of 14 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Date: February 12, 1996
WECHSLER & CO., INC.
By:/s/ Norman J. Wechsler
--------------------------------
Norman J. Wechsler,
President
/s/ Norman J. Wechsler
--------------------------------
Norman J. Wechsler
Page 6 of 14 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. PAGE NO.
1 Joint Filing Agreement by Norman J. 8
Wechsler and Wechsler & Co., Inc. dated
as of February 12, 1996
Page 7 of 14 Pages
EXHIBIT 1
The undersigned hereby agree, pursuant to Rule 13d-1(f)(1), to
file a joint statement on Schedule 13G and amendments thereto pertaining to
their beneficial ownership of shares of Common Stock of DBA Systems, Inc.
This agreement may be terminated for any reason by any party
hereto immediately upon the personal delivery or facsimile transmission of
notice to that effect to the other party hereto.
This agreement may be executed in counterparts and all so
executed shall constitute one agreement.
Date: February 12, 1996
WECHSLER & CO., INC.
By: /s/ Norman J. Wechsler
--------------------------------
Norman J. Wechsler,
Chairman of the Board
& President
/s/ Norman J. Wechsler
--------------------------------
Norman J. Wechsler
Page 8 of 14 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
DBA SYSTEMS, INC.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
233031103
(CUSIP Number)
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).
* The remainder of this cover page should 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 9 of 14 Pages
<PAGE>
CUSIP No. 233031103 13G Page 10 of 14 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wechsler & Krumholz, Inc.
13-1944-376
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|_|
(b)|X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 764,875 shares
EACH ----------------------------------------------------------
PERSON 6 SHARED VOTING POWER
REPORTING
WITH Not Applicable
----------------------------------------------------------
7 SOLE DISPOSITIVE POWER
764,875 shares
----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
764,875 shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.7%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
BD
- --------------------------------------------------------------------------------
Page 10 of 14 Pages
<PAGE>
Item 1(a)
Name of Issuer
The issuer of the common to which this Schedule 13G relates is
DBA SYSTEMS, INC., a Florida corporation (the "Company").
Item 1(b)
Address of Issuer's Principal Executive Offices
The company's principal executive offices are located at 1200
South Woody Burke Road, Melbourne, Florida 32902.
Item 2(a)
Name of Person Filing
This Schedule 13G is filed on behalf of Wechsler & Krumholz,
Inc., a New York corporation, (the "Reporting Person").
Item 2(b)
Address of Principal Business Office
The Reporting Person's principal business office is located at
39 Broadway, New York, New York 10006.
Item 2(c)
Citizenship
The Reporting Person is a New York corporation.
Item 2(d)
Title of Class of Securities:
The security to which this Schedule 13G relates is the common
stock, par value $.10 per share (the "Common Stock"), of the Company.
Item 2(e)
CUSIP Number
The CUSIP number of the Common Stock is 233031103.
Page 11 of 14 Pages
<PAGE>
Item 3
Type of Reporting Person
The Reporting Person is a Broker or Dealer registered under
Section 15 of the Securities Exchange Act of 1934.
Item 4
Ownership
(a) Amount Beneficially Owned
764,875 shares of Common Stock, which amount includes the shares
that the Reporting Person may obtain upon the conversion (the
"Conversion") of its holdings of the Company's 9 1/2% Convertible
Subordinated Debentures due 2003.
(b) Percent of Class
21.7%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct the vote:
764,875 shares of Common Stock (giving effect to the
Conversion)
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the disposition:
764,875 shares of common Stock (giving effect to the
Conversion)
(iv) shared power to dispose or to direct the disposition of:
None
Page 12 of 14 Pages
<PAGE>
Item 5
Ownership of Five Percent or Less of a Class
Not Applicable
Item 6
Ownership of Five Percent on Behalf of Another Person
Not Applicable
Item 7
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8
Identification and Classification of Members of the Group
Not Applicable
Item 9
Notice of Dissolution of Group
Not Applicable
Item 10
Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose and do not have the
effect of changing or influencing the control of the Issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
Page 13 of 14 Pages
<PAGE>
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.
Date: June 6, 1991
WECHSLER & KRUMHOLZ, INC.
By:/s/ Richard Zeeman
---------------------------------
Richard Zeeman
Executive Vice-President
Page 14 of 14 Pages
