SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2)(1)
MICROSEMI CORPORATION
(Name of Issuer)
COMMON STOCK, $.20 PAR VALUE
(Title of Class of Securities)
595137100
(CUSIP Number)
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(1) 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 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).
Page 1 of 6 Pages
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CUSIP No. 595137100 13G Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON(S)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(S)
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. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5. SOLE VOTING POWER
SHARES 1,814,999 (including 969,520 shares issuable upon
BENEFICIALLY conversion of convertible securities of the Issuer)
OWNED BY --------------------------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING 13,070 (including 11,070 shares issuable upon
PERSON conversion of convertible securities of the Issuer)
WITH --------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
1,814,999 (including 969,520 shares issuable upon
conversion of convertible securities of the Issuer)
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8. SHARED DISPOSITIVE POWER
13,070 (including 11,070 shares issuable upon
conversion of convertible securities of the Issuer)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,828,069
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18%
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12. TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
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Item 1(a). Name of Issuer:
MICROSEMI CORPORATION
Item 1(b). Address of Issuer's Principal Executive Offices:
2830 S. Fairview Street
Santa Ana, CA 92704
Item 2(a). Name of Person Filing:
This Schedule 13G is filed on behalf of Norman J. Wechsler
(the "Reporting Person").
Item 2(b). Address of Principal Business Office or, If None, Residence:
Suite 310
105 South Bedford Road,
Mount Kisco, New York 10549
Item 2(c). Citizenship:
The Reporting Person is a United States citizen.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.20 per share.
Item 2(e). CUSIP Number:
595137100
Item 3. Type of Reporting Person:
Not Applicable
Item 4. Ownership.
(a) Amount Beneficially Owned:
At December 31, 1997, the Reporting Person beneficially owned
1,828,069 shares of Common Stock, which amount includes (i)
1,494,999 shares of Common Stock owned by Wechsler & Co., Inc., a
broker/dealer registered under Section 15 of the Act, of which
Norman J. Wechsler is the majority
Page 3 of 6 Pages
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shareholder, Chairman of the Board and President, including
969,520 shares issuable upon conversion of $13,137,000 principal
amount of 5-7/8% Convertible Subordinated Debentures due 2012
(the "Debentures") of the Issuer; (ii) 2,000 shares of Common
Stock owned by a trust for the benefit of Mr. Wechsler's minor
son, David J. Wechsler, of which Norman J. Wechsler and his
spouse, Sharon C. Wechsler, are co-trustees (the "Trust"); and
(iii) 11,070 shares issuable upon conversion of $150,000
principal amount of Debentures beneficially owned by the Wechsler
& Co., Inc. Profit Sharing Trust (the "Profit Sharing Trust").
(b) Percentage of Class
18% beneficially owned by the Reporting Person
(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or direct the vote:
1,814,999 shares (including 969,520 shares issuable
upon conversion of the Debentures owned by Wechsler &
Co., Inc.).
(ii) shared power to vote or direct the vote:
13,070 shares of Common Stock, of which 2,000 are
beneficially owned by the Trust and 11,0710 shares
which are beneficially owned by the Profit Sharing
Trust (such 11,070 shares are issuable upon conversion
of Debentures owned by such Profit Sharing Trust).
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(iii) sole power to dispose or direct the disposition of:
1,814,999 shares (including 969,520 shares issuable
upon conversion of the Debentures owned by Wechsler &
Co., Inc.).
(iv) shared power to dispose or direct the disposition of:
13,070 shares of Common Stock, of which 2,000 are
beneficially owned by the Trust and 11,070 shares which
are beneficially owned by the Profit Sharing Trust
(such 11,070 shares are issuable upon conversion of
Debentures owned by such Profit Sharing Trust).
Item 5-9. Not Applicable.
Item 10. Certification:
By signing below, the Reporting Person certifies that, to the
best of his knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and were
not acquired for the purpose 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.
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SIGNATURE
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After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 9, 1998
/s/ Norman J. Wechsler
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Norman J. Wechsler
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