UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT of 1934
(AMENDMENT NO. 3 )*
Microsemi Corporation
(NAME OF ISSUER)
Common Stock, $.20 par value
(TITLE OF CLASS OF SECURITIES)
595137100
(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 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 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).
CUSIP NO. 595137100 13G PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rockefeller & Co., Inc.
I.R.S. Identification No.: 13-3006584
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable. (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF 671,349
SHARES 6 SHARED VOTING POWER
0
BENEFICIALLY
7 SOLE DISPOSITIVE POWER
OWNED BY 671,349
EACH REPORTING 8 SHARED DISPOSITIVE POWER
0
PERSON WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
671,349
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
Not applicable.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a). Name of Issuer: Page 3 of
5
Microsemi Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
2830 South Fairview Street
Santa Ana, California 92704
Item 2(a). Name of Person Filing:
Rockefeller & Co., Inc.
Item 2(b). Address of Principal Business Office:
30 Rockefeller Plaza, New York, New York 10112
Item 2(c). Citizenship:
New York
Item 2(d). Title of Class of Securities:
Common Stock, $.20 par value
Item 2(e). CUSIP Number:
595137100
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing
is a:
(a) Broker or Dealer registered under Section 15 of the Act,
(b) Bank as defined in Section 3(a)(6) of the Act,
(c) Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) Investment Company registered under Section 8 of the
Investment Company Act,
(e) X Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee
Retirement Income Security Act of 1974 or Endowment Fund; see
13d-1(b)(1)(ii)(F),
(g) Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G),
(h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Page 4 of 5
Item 4. Ownership
As of December 31, 1994:
(a) Amount Beneficially Owned:
671,349
(b) Percent of Class:
8.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 671,349,
(ii) shared power to vote or to direct the vote -0-
,
(iii) sole power to dispose or to direct the
disposition of 671,349,
(iv) shared power to dispose or to direct the disposi
tion of -0- .
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Rockefeller & Co., Inc. ("R&Co.") is making this filing on
behalf of three limited partnerships for which it is the
investment manager. Each of these clients, individually, owns
less than 5% of these securities. Each of these clients has
executed an investment management agreement granting R&Co. the
right to exercise full discretion with respect to all matters
relating to the stock of the Issuer held by them (including sole
voting and dispositive power). Thus, while R&Co. is for purposes
of this filing regarded as the beneficial owner of the shares of
the Issuer held by each of these clients, each of these clients
has the sole right to receive dividends from, and the proceeds
from the sale of, the securities of the Issuer owned of record by
each of them.
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.
Page 5 of 5
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 of 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.
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.
February 8, 1995
(Date)
\S\David A. Strawbridge
(Signature)
David A. Strawbridge/Vice President
(Name/Title)
