SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TII INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
872479 10 0
(CUSIP Number)
Mr. William J. Rouhana, Jr.
WinStar Communications, Inc.
230 Park Avenue
New York, New York 10169
(212) 687-7577
(Person Authorized to Receive Notices and Communications)
February 20, 1995
(Date of Event which Required 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 [ ].
Check the following box if a fee is being paid with the statement [ ]. 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.)
Page 1 of 12 Pages
CUSIP No. 872479 10 0 Page 2 of 12 Pages
Response to Question 1: William J. Rouhana, Jr.
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: N/A
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 537,363
Response to Question 8: 0
Response to Question 9: 537,363
Response to Question 10: 0
Response to Question 11: 537,363
Response to Question 12: N/A
Response to Question 13: 12.06%
Response to Question 14: IN
CUSIP No. 872479 10 0 Page 3 of 12 Pages
Response to Question 1: Fredric E. von Stange
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: N/A
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 164,637
Response to Question 8: 0
Response to Question 9: 164,637
Response to Question 10: 0
Response to Question 11: 164,637
Response to Question 12: N/A
Response to Question 13: 3.97%
Response to Question 14: IN
CUSIP No. 872479 10 0 Page 4 of 12 Pages
Response to Question 1: Timothy R. Graham
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: N/A
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 118,000
Response to Question 8: 0
Response to Question 9: 118,000
Response to Question 10: 0
Response to Question 11: 118,000
Response to Question 12: N/A
Response to Question 13: 2.86%
Response to Question 14: IN
CUSIP No. 872479 10 0 Page 5 of 12 Pages
Response to Question 1: WinStar Companies, Inc.
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: N/A
Response to Question 5: N/A
Response to Question 6: Delaware
Response to Question 7: 0
Response to Question 8: 0
Response to Question 9: 0
Response to Question 10: 0
Response to Question 11: 0
Response to Question 12: N/A
Response to Question 13: 0%
Response to Question 14: CO
CUSIP No. 872479 10 0 Page 6 of 12 Pages
Response to Question 1: WinStar Services, Inc.
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: N/A
Response to Question 5: N/A
Response to Question 6: Delaware
Response to Question 7: 0
Response to Question 8: 0
Response to Question 9: 0
Response to Question 10: 0
Response to Question 11: 0
Response to Question 12: N/A
Response to Question 13: 0%
Response to Question 14: CO
CUSIP No. 872479 10 0 Page 7 of 12 Pages
Response to Question 1: WinStar Venture II, Inc.
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: N/A
Response to Question 5: N/A
Response to Question 6: Delaware
Response to Question 7: 0
Response to Question 8: 0
Response to Question 9: 0
Response to Question 10: 0
Response to Question 11: 0
Response to Question 12: N/A
Response to Question 13: 0%
Response to Question 14: CO
CUSIP No. 872479 10 0 Page 8 of 12 Pages
INTRODUCTION
This statement is being filed as an Amendment No. 1 to a joint filing
by William J. Rouhana, Jr., Timothy R. Graham, Fredric E. von Stange, WinStar
Companies, Inc., a Delaware corporation ("Companies"), WinStar Services, Inc., a
Delaware corporation ("Services"), and WinStar Venture II, Inc., a Delaware
corporation ("Venture") (collectively, the "WinStar Investors"). As of this
date, Mr. Rouhana is the only member of the WinStar Investors required to
continue as a filing person. The WinStar Investors formerly were parties to a
Voting Agreement dated June 2, 1992, as amended on July 31, 1992 ("Voting
Agreement"), between them and Alfred Roach, Dorothy Roach and Timothy Roach
(collectively, the "Roach Family") with respect to certain securities of TII
Industries, Inc. the issuer of the securities to which this statement pertains
("Issuer"). By letter agreement dated February 20, 1995, the Voting Agreement
was terminated, and effective February 27, 1995, all of the securities of the
Issuer held by Services and Venture were distributed as indicated in Item 5
below to William J. Rouhana, Jr., Fredric E. von Stange and Timothy R. Graham,
each of whom holds these securities in his individual capacity and not as a
member of a group.
There are no agreements among the WinStar Investors or between the
WinStar Investors and the Roach Family or between any of the WinStar Investors
and the Roach Family with respect to the acquisition, holding, voting or
disposition of equity securities of the Issuer. Mr. Rouhana and Mr. Graham are
directors of the Issuer.
In April 1994, the Issuer effected a 1 for 2.5 reverse stock split of
its Common Stock and Class B Stock. All disclosures in this Amendment No. 1 to
the Schedule 13D regarding stock ownership and per share price amounts reflect
post-split numbers.
In light of the foregoing, the information contained in the original
Statement is amended by this Amendment No. 1 as set forth below:
Item 2. Identity and Background
This Amendment No. 1 is being filed jointly by each of the WinStar
Investors. As indicated in Item 5, Mr. Rouhana is the only WinStar Investor
who presently beneficially owns five percent or more of the outstanding voting
securities of the Issuer and, accordingly, following the filing of this
Amendment No. 1, none of the other WinStar Investors has a continuing filing
obligation under cover of Schedule 13D with respect to the securities of the
Issuer.
Item 5. Interest in Securities of the Issuer
(a) and (b) By letter agreement dated February 20, 1995, the Voting
Agreement was terminated, and effective February 27, 1995, all of the
securities of the Issuer held by Services and Venture were distributed to
William J. Rouhana, Jr., Fredric E. von Stange and Timothy R. Graham, each of
whom holds these securities in his individual capacity and not as a member of a
group.
CUSIP No. 872479 10 0 Page 9 of 12 Pages
The following table sets forth the separate beneficial ownership of
each of the WinStar Investors:
Number of Percent
Name Shares(1) of Class(2)
William J. Rouhana, Jr.(3) 537,363 12.06
Fredric E. von Stange (4) 164,637 3.97
Timothy R. Graham (5) 118,000 2.86
WinStar Companies, Inc. 0 0
WinStar Services, Inc. 0 0
WinStar Venture II, Inc. 0 0
- ------------------------
(1) The WinStar Investors have sole voting and dispositive power with respect
to the shares owned by them.
(2) Percent of Class with respect to Common Stock assumes the issuance of the
Common Stock upon the exercise of options (to the extent exercisable on or
within 60 days) and Warrants (presently exercisable in full) beneficially
owned by each WinStar Investor individually but by no other person or entity.
The percentages are based on 4,037,746 shares of Common Stock outstanding.
(3) Includes (i) 119,763 shares presently owned, (ii) 129,600 shares issuable
upon the exercise of warrants at an exercise price of $5.00 per share and (iii)
144,000, 43,200, 43,200 and 57,600 shares issuable upon the exercise of options
at exercise prices of $5.00, $5.625, $6.25 and $7.50, respectively. Does not
include 5,000 shares issuable upon exercise of options issued pursuant to the
Director Stock Option Plan which are exercisable in four annual installments of
1,250 shares each beginning on December 7, 1995 at an exercise price of $5.75
per share.
(4) Includes (i) 60,237 shares presently owned, (ii) 32,400 shares issuable
upon the exercise of warrants at an exercise price of $5.00 per share and (iii)
36,000, 10,800, 10,800 and 14,400 shares issuable upon the exercise of options
at exercise prices of $5.00, $5.625, $6.25 and $7.50 per share, respectively.
(5) Includes (i) 30,000 shares presently owned, (ii) 48,000 shares issuable
upon the exercise of warrants at an exercise price of $5.00 per share and (iii)
20,000, 6,000, 6,000 and 8,000 shares issuable upon the exercise of options at
exercise prices of $5.00, $5.625, $6.25 and $7.50 per share, respectively.
Does not include 5,000 shares issuable upon the exercise of options issued
pursuant to the Director Stock Option Plan which are exercisable in four annual
installments of 1,250 shares each beginning on December 7, 1995 at an exercise
price of $5.75 per share.
(c) Since the filing of the Schedule 13D (dated August 27, 1992), the
following transactions in Common Stock of the Issuer have been effected by the
WinStar Investors:
(i) The table below sets forth the distribution of the
securities of the Issuer held by Venture (Common Stock and Warrants) and
Services (Options) to each of William J. Rouhana, Jr., Fredric E. von Stange
and Timothy R. Graham:
CUSIP No. 872479 10 0 Page 10 of 12 Pages
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Name Common Warrants Options Options Options Options
Stock ($5.00/share) ($5.00/share) ($5.625/share) ($6.25/share) ($7.50/share)
William J. Rouhana, Jr. 119,763 129,600 144,000 43,200 43,200 57,600
Fredric E. von Stange 60,237 32,400 36,000 10,800 10,800 14,400
Timothy R. Graham 0 18,000 20,000 6,000 6,000 8,000
TOTAL 180,000 180,000 200,000 60,000 60,000 80,000
(ii) In December 1994, William J. Rouhana, Jr. and Timothy R.
Graham were each granted options to purchase 5,000 shares of Common Stock under
the Issuer's Director Stock Option Plan at an exercise price of $5.75 per
share, which options become exercisable, on a cumulative basis, as to 1,250
shares on each of December 7, 1995, December 7, 1996, December 7, 1997 and
December 7, 1998 and which will expire on December 6, 1999.
(e) Effective on February 20, 1995 with the termination of the
Voting Agreement, Messrs. von Stange and Graham ceased to be the beneficial
owners of more than five percent of the Issuer's securities. Effective on
February 27, 1995 with the distribution of securities of the Issuer by Venture
and Services, Companies, Venture and Services ceased to be the beneficial
owners of more than five percent of the Issuer's securities.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
(a) In connection with the private placement of the Issuer's
securities ("Private Placement"), the WinStar Investors and the Roach Family
entered into the Voting Agreement, the material terms of which were described
in the Schedule 13D (dated August 27, 1992) filed jointly by the WinStar
Investors. The Voting Agreement was voluntarily terminated by the WinStar
Investors and the Roach Family effective February 20, 1995.
(b) On June 2, 1992, the Issuer entered into a Consulting Agreement
with Services (which became effective as of August 7, 1992 with the completion
of the Private Placement), the material terms of which were described in the
Schedule 13D (dated August 27, 1992) filed jointly by the WinStar Investors.
The Consulting Agreement has been extended through July 31, 1995.
(c) As of December 1994, William J. Rouhana, Jr. and Timothy R.
Graham were each granted options to purchase 5,000 shares of Common Stock under
the Issuer's Director Stock Option Plan at an exercise price of $5.75 per
share, which options become exercisable, on a cumulative basis, as to 1,500
shares on each of December 7, 1995, December 7, 1996, December 7, 1997 and
December 7, 1998 and which will expire on December 6, 1999.
CUSIP No. 872479 10 0 Page 11 of 12 Pages
Item 7. Material to be Filed as Exhibits
Exhibit 2(c) Agreement, dated as of February 20, 1995, to
Terminate the Voting Agreement, incorporated by
reference to Exhibit 9(c) of Amendment No. 1, dated
March 30, 1995, to Schedule 13D with respect to
securities of the Company filed by Alfred J. Roach,
Dorothy Roach and Timothy Roach.
Exhibit 3(b) Amendment No. 1 to the Consulting Agreement, dated
September 21, 1993, incorporated by reference to
Exhibit 10(b)(63)(ii) to the Company's Annual Report
on Form 10-K for fiscal year ended June 25, 1993.
Exhibit 3(c) Amendment No. 2 to the Consulting Agreement, dated
September 14, 1994, incorporated by reference to
Exhibit 10(b) (63) (iii) to the Company's Annual
Report on Form 10-K for fiscal year ended June 24,
1994.
Exhibit 4(b) Joint Filing Agreement, dated May 31, 1995, by and
among each of the WinStar Investors.
CUSIP No. 872479 10 0 Page 12 of 12 Pages
Signatures
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: May 31, 1995
/s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
/s/ Timothy Graham
Timothy Graham
/s/ Fredric E. von Stange
Fredric E. von Stange
WinStar Companies, Inc.
By: /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
President
WinStar Services, Inc.
By: /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
President
WinStar Venture II, Inc.
By: /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
President
</TABLE>
EXHIBIT 4(b)
AGREEMENT
This will confirm the agreement by and among the undersigned that the
Amendment No. 1 to Schedule 13D, dated May 31, 1995, with respect to the
undersigned's ownership of Common Stock of TII Industries, Inc. is filed on
behalf of each of the undersigned.
Date: May 31, 1995
/s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
/s/ Timothy Graham
Timothy Graham
/s/ Fredric E. von Stange
Fredric E. von Stange
WinStar Companies, Inc.
By: /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
President
WinStar Services, Inc.
By: /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
President
WinStar Venture II, Inc.
By: /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
President
