UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TII Industries, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title Class of Securities)
872479 10 0
(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen Horowitz Pomeranz & Shapiro
600 Third Avenue, New York, New York 10016-2097
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 2, 1995
(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 o.
Check the following box if a fee is being paid with the statement o. (A fee is
not required only if the reporting 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
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).
Page 1 of 8 pages
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SCHEDULE 13D
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CUSIP No. 872479 10 0 Page 2 of 8 Pages
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David S. Nagelberg
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)o
(b)o
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3 SEC USE ONLY
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PF - See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) o
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
16,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----------------------------------------------------
8 SHARED VOTING POWER
0
----------------------------------------------------
9 SOLE DISPOSITIVE POWER
16,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
279,940 shares (See Item 5(a))
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.11%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates
is the common stock, $.01 par value, of TII Industries, Inc. (the "Issuer"), a
Delaware corporation, whose principal executive offices are located at 1385
Akron Street, Copiague, New York 11726 (the "Common Stock").
The percentage of beneficial ownership reflected in this
Statement is based upon 5,478,592 shares of Common Stock outstanding on June 30,
1995, which number has been provided to the Reporting Person by the Issuer.
Item 2. Identity and Background.
(a) Name: This statement is filed on behalf of David S. Nagelberg
("Nagelberg").
(b) Business Address: Nagelberg has a business address of c/o M.H. Meyerson
& Co., Inc., 30 Montgomery Street, Jersey City, New Jersey 07302.
(c) Principal Business: Nagelberg is principally engaged in the investment
banking business for M.H. Meyerson & Co., Inc. ("Meyerson"), an investment
banking firm with its offices at 30 Montgomery Street, Jersey City, New Jersey
07302.
(d) During the last five years, Nagelberg has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Nagelberg has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in any judgment, decree or final order against him enjoining him from
engaging in 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) Nagelberg is a citizen of the United States.
Item 3. Source and Amount of Funds or other Consideration.
Nagelberg used personal funds to purchase the securities, as
are described below in Item 5(c).
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Item 4. Purpose of Transactions.
Nagelberg has acquired the securities specified in Item 5(c)
of this Schedule 13D in order to obtain individual equity positions in the
Issuer for investment purposes. Nagelberg may acquire or dispose of additional
shares of the Issuer, but does not presently intend to do so, although this
intention may change depending upon market conditions. Nagelberg has no present
plans which relate to or would result in: an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries; a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries; any change in the present board
of directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; any material change in the present capitalization or dividend policy of
the Issuer; any other material change in the Issuer's business or corporate
structure; changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; causing a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities and Exchange Act of 1934; or any action similar to the above.
Item 5. Interest in Securities of the Issuer.
(a) Three separate custodial accounts for the benefit of
Nagelberg's three children own 5,333, 5,333 and 5,334 shares of Common Stock,
respectively. Additionally, Nagelberg's wife owns 263,940 shares of Common
Stock. Although Nagelberg disclaims any voting or dispositive powers over the
shares owned by his wife, Nagelberg may be deemed to beneficially own such
shares pursuant to interpretations of the Securities and Exchange Commission.
Accordingly, Nagelberg may be deemed to beneficially own 279,940 shares of the
Issuer's Common Stock, or approximately 5.11% of the outstanding shares of
Common Stock.
(b) Nagelberg has sole voting and dispositive powers over the
16,000 shares of Common Stock described in Item 5(a). Nagelberg's wife has sole
voting and dispositive powers over the 263,940 shares of Common Stock held by
her individually.
c) The following transactions required the filing of this
Amendment to Nagelberg's Schedule 13D:
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i) Transactions by Individual Retirement Account ("IRA"):
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- ------------ ---------
4/5/95 Open Market Purchase 2,000 4-7/8
4/7/95 Open Market Sale 2,000 5
ii) Transactions by Profit Sharing Plan
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- ------------ ---------
6/6/95 Exercise of Warrants 15,640 5
6/6/95 Open Market Sale 7,390 6
6/6/95 Open Market Sale 8,250 5-15/16
6/9/95 Open Market Sale 15,640 6-11/16
iii) Transactions by Pension Plan
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- ------------ ---------
6/6/95 Exercise of Warrants 8,320 5
6/6/95 Open Market Sale 2,710 6-1/8
6/6/95 Open Market Sale 5,610 6
6/19/95 Open Market Sale 8,320 6-11/16
iv) Transactions by Children's Custodial Accounts
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- ------------ ---------
3/16/95 Open Market Purchase 16,000 4-3/4
6/6/95 Exercise of Warrants 15,960 5
6/6/95 Open Market Sale 15,960 6-1/8
6/20/95 Open Market Sale 8,360 6.5687
6/21/95 Open Market Sale 7,600 6-1/4
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v) Transactions by Nagelberg
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- ------------ ---------
3/22/95 Open Market Sale 10,000 5-3/4
5/2/95 Open Market Sale 6,250 4-13/16
5/2/95 Open Market Sale 5,000 5-1/16
5/2/95 Open Market Sale 25,000 5-1/8
5/3/95 Open Market Sale 10,000 5-5/16
5/4/95 Open Market Sale 2,250 5.24
6/2/95 Open Market Purchase 150,680 5-1/8
6/6/95 Exercise of Unit 59,160 2.833
Purchase Options (shares)
(i.e., purchase of 59,160 0
59,160 shares of (Warrants)
Common Stock and
59,160 Warrants)
6/6/95 Exercise of Warrants 59,160 5
6/8/95 Open Market Sale 28,000 6-1/2
6/8/95 Open Market Sale 3,000 6.48
6/9/95 Open Market Sale 10,500 6-3/8
6/9/95 Open Market Sale 5,000 6-7/16
6/14/95 Open Market Sale 12,560 6-29/32
6/16/95 Transfer to Wife 204,680 0
6/26/95 Transfer to Wife 59,260 0
vi) Transactions by Nagelberg and Wife
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- ------------ ---------
6/6/95 Exercise of Warrants 25,000 5
6/6/95 Open Market Sale 21,330 6-1/8
6/7/95 Open Market Sale 3,670 6-1/16
Item 6. Contracts, Agreements, Understandings or
Relationships with Respect to Securities of Issuer.
Pursuant to the terms of the Unit Purchase Option ("UPO"), the
"Majority Holders" of the UPO have the right to demand the Issuer on one
occasion prior to August 7, 1997, to file a registration statement covering the
securities acquirable upon exercise of the UPO. "Majority Holders" are those
persons, including Nagelberg, who hold UPOs or similar
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options granted by the Issuer, or the securities included in the Units issuable
upon exercise of the UPOs who, in the aggregate, own, or possess the right to
acquire, fifty percent (50%) or more of the Common Stock acquirable upon
exercise of the UPOs (including those shares underlying the Warrants acquirable
upon exercise of the UPO). Nagelberg also has the right to "piggy back" upon any
registration statement filed by the Issuer through August 6, 1997 (other than a
registration statement filed in connection with a transaction contemplated by
Rule 145(a) promulgated under the Securities Act of 1933 or pursuant to Form
S-8) the shares of Common Stock and Warrants (and shares underlying such
Warrants) acquirable upon the exercise of the UPO.
Item 7. Materials to be Filed as Exhibits.
The UPO issued to Nagelberg by the Issuer, dated August 7,
1992, was previously filed as an exhibit to Nagelberg's Schedule 13D filed on
June 18, 1993.
The balance of this page has been left blank intentionally.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, it is certified that the information set forth in this statement is
true, complete and correct.
Dated: July 11, 1995
/s/ David S. Nagelberg
DAVID S. NAGELBERG
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