SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
TII Industries, Inc.
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(Name of issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
872479 20 9
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(CUSIP Number)
Alfred J. Roach
c/o TII Industries, Inc.
1385 Akron Street
Copiague, New York 11726
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(Name, address and telephone number of person authorized to receive notices and
communications)
December 18, 1995
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(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 [ ]
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 4 Pages
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CUSIP No. 872479 20 9 Page 2 of 4 Pages
Response to Question 1: Alfred J. Roach
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: PF SC OO
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 762,100
Response to Question 8: 0
Response to Question 9: 762,100
Response to Question 10: 0
Response to Question 11: 762,100
Response to Question 12: N/A
Response to Question 13: 10.5%
Response to Question 14: IN
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CUSIP No. 872479 20 9 Page 3 of 4 Pages
INTRODUCTION
Except as to Item 5, no changes have occurred to the answer of any
Items of this Schedule 13D from the information last reported by Alfred J. Roach
in respect of such Items.
ITEM 5. INTEREST IN SECURITY OF THE ISSUER.
(a) & (b) The following table sets forth the beneficial ownership
(and information concerning voting and dispositive power) of Alfred J. Roach as
of January 31, 1996:
Number of Percent
Name Shares(1) of Class(2)
- ---- --------- -----------
Alfred J. Roach 762,100(3) 10.5%
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(1) Alfred J. Roach has sole voting and dispositive power with respect to the
shares owned by him.
(2) Percent of Class assumes the issuance of the Common Stock upon the exercise
of options (to the extent exercisable on or within 60 days after January
31, 1996) deemed beneficially owned by Alfred J. Roach but by no other
person or entity.
(3) Includes (a) 701,740 outstanding shares owned by Mr. Roach and (b) 60,360
shares issuable upon the exercise of the portion of options held under the
Company's 1986 Stock Option Plan which are exercisable on or within 60 days
after January 31, 1996. Excludes (a) 51,744 outstanding shares and (b)
8,960 shares issuable upon the exercise of options granted under the
Company's 1986 Stock Option Plan, which are presently exercisable in full,
that are owned by Dorothy Roach. Alfred J. Roach disclaims beneficial
ownership of all securities held by Dorothy Roach.
(c) In addition to the transactions previously reported by Mr. Roach, on
December 18, 1995, Alfred J. Roach sold, in open market transactions, 100,000
shares of Common Stock at $7.375 per share.
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CUSIP No. 872479 20 9 Page 4 of 4 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: January 31, 1996
/s/ Alfred J. Roach
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Alfred J. Roach
