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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___2_____)*
Microsemi Corp.
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(Name of Issuer)
Common Stock, par value $.20 per share
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(Title of Class of Securities)
595137100
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(CUSIP Number)
Benjamin Raphan
Tenzer, Greenblatt, Fallon & Kaplan
405 Lexington Avenue, New York, New York 10174
(212) 573-4300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
December 31, 1994
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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).
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).
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SCHEDULE 13D
CUSIP NO. 595137100 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norman J. Wechsler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,901,921 (includes 1,048,118 shares of Common Stock
SHARES issuable upon conversion of convertible debt
BENEFICIALLY securities)
OWNED BY -----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 13,070 (includes 11,070 shares of Common Stock
WITH issuable upon conversion of convertible debt
securities)
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9 SOLE DISPOSITIVE POWER
1,901,921 (includes 1,048,118 shares of Common Stock
issuable upon conversion of convertible debt
securities)
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10 SHARED DISPOSITIVE POWER
13,070 (includes 11,070 shares of Common Stock
issuable upon conversion of convertible debt
securities)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,914,991 (includes 1,059,188 shares of Common Stock
issuable upon conversion of convertible debt securities)
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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)
22.1%
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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 ITEM 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.20 per
share ("Common Stock"), issued by Microsemi Corp. (the "Issuer"), whose
principal executive offices are located at 2830 South Fairview Street, Santa
Ana, CA 92704.
Item 2. Identity and Background.
This statement is filed by Norman J. Wechsler, Chairman of the
Board, President and a principal shareholder of Wechsler & Co., Inc., a
broker/dealer registered under Section 15 of the Securities Exchange Act of
1934. The address of Norman J. Wechsler is Suite 310, 105 South Bedford Road,
Mount Kisco, New York 10549. Mr. Wechsler is a United States citizen.
Mr. Wechsler has not, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration.
Exclusive of (i) 1,581,921 shares of Common Stock beneficially
owned by Wechsler & Co., Inc., (ii) 11,070 shares of Common Stock beneficially
owned by the trust created under the Wechsler & Co., Inc. Profit Sharing Plan
(the "Profit Sharing Trust") and (iii) 2,000 shares of Common Stock beneficially
owned by a trust for the benefit of David Wechsler, the minor son of Norman J.
Wechsler, of which Norman J. Wechsler and his spouse are the trustees (the
"Wechsler Trust"), Mr. Wechsler is deemed to beneficially own 320,000 shares of
Common Stock issuable upon the conversion of a $600,000 principal amount 10%
Convertible Subordinated Note due June 26, 1999 (the "Convertible Note") of the
Issuer. Mr. Wechsler purchased such Note from the Issuer at par using personal
funds. Wechsler & Co., Inc. purchased the 1,581,921 shares of Common Stock
beneficially owned by it (including $9,866,000 principal amount of 5 7/8%
Convertible Subordinated Debentures due 2012 (the "Debentures") of the Issuer,
as to which 728,118 shares of Common Stock are issuable upon conversion thereof)
from time to time in open market transactions at varying prices for investment
and in trading transactions in the ordinary course of its business using working
capital funds. The Profit Sharing Trust acquired Debentures in the aggregate
principal amount of $150,000 (convertible into 11,070 shares of Common Stock) as
part of a distribution of assets by the trust under the Wechsler & Krumholz
Employees Retirement Plan (the "Retirement Trust"), upon the termination of the
Retirement Plan in 1992. The Retirement Trust acquired such Debentures in an
open market transaction at a price of $126,375 ($84.25 per $100 of principal) on
September 2, 1987 using trust funds derived from retirement plan contributions
by Wechsler & Co., Inc. (formerly Wechsler & Krumholz, Inc.). The Wechsler Trust
acquired the 2,000 shares beneficially owned by it in an open market transaction
at a price of $5,500 using funds derived from the corpus of the Wechsler Trust.
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Item 4. Purpose of Transaction.
The purposes of the acquisitions of shares of Common Stock by
Norman J. Wechsler, directly, and the shares attributed to Wechsler & Co., Inc.,
the Profit Sharing Trust and the Wechsler Trust are for investment. The shares
attributed to Wechsler & Co., Inc. were acquired by such firm in the ordinary
course of its business part for investment and part as inventory for its
securities trading activities. Mr. Wechsler, Wechsler & Co., Inc. and the Trusts
may make purchases of Common Stock from time to time and may dispose of any or
all of the shares of Common Stock held by them at any time. Mr. Wechsler has no
plan or proposal which relates to, or could result in any of the matters
referred to in Paragraphs (b) through (j) of Item 4 of Schedule 13D. Mr.
Wechsler may review or reconsider his position with respect to the Issuer or
formulate plans or proposals with respect to any such matter, but has no present
intention of doing so.
Item 5. Interest in Securities of the Issuer.
Norman J. Wechsler beneficially owns an aggregate of 1,914,991
shares of Common Stock (attributing all of the shares beneficially owned by
Wechsler & Co., Inc., the Profit Sharing Trust and the Wechsler Trust to Mr.
Wechsler), constituting approximately 22.1% of the shares of Common Stock
outstanding. The percentage used herein is calculated based upon the shares of
Common Stock stated by the Issuer to be outstanding at October 2, 1994. Mr.
Wechsler has the sole voting and dispositive power with respect to all the
shares of Common Stock to which this statement relates, except for the shares
beneficially owned by the Profit Sharing Trust and the Wechsler Trust, as to
which Mr. Wechsler has shared voting and dispositive power with the co-trustees
of such Trusts. Mr. Wechsler has not effected any transactions in shares of the
Common Stock in the past 60 days, other than the transactions by Wechsler & Co.,
Inc. in the ordinary course of business, as indicated above.
No person, other than the persons named above, has the right to
receive or the power to direct receipt of dividends from, or the proceeds of,
the sale of the shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships with Mr. Wechsler or any other person with respect to the
securities of the Issuer, including but not limited to transfer or voting of any
other securities, finders' fees, joint ventures, loan or option arrangements,
puts or calls, guaranties of profits, divisions of profits or loss or the giving
or withholding of proxies.
Item 7. Materials to be filed as Exhibits.
None.
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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.
DATE: February 6, 1995
/s/ Norman J. Wechsler
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Norman J. Wechsler
