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. 3)(1)
MICROSEMI CORPORATION
(Name of Issuer)
COMMON STOCK, $.20 PAR VALUE
(Title of Class of Securities)
595137100
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
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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 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).
Page 1 of 5 Pages
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CUSIP No. 595137100 13G Page 2 of 6 Pages
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________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
NORMAN J. WECHSLER
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,580,973
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 13,070
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,580,973
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 13,070
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,582,973
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
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, 1998, the Reporting Person beneficially owned
1,582,973 shares of Common Stock, which amount includes (i)
1,269,903 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 5 Pages
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shareholder, Chairman of the Board and President; (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 of Common Stock beneficially
owned by the Wechsler & Co., Inc. Profit Sharing Trust (the
"Profit Sharing Trust").
Filing of this statement by the Reporting Person shall not be
deemed an admission that he beneficially owns the securities
attributed to the Trust. The Reporting Person expressly disclaims
beneficial ownership of all securities held by the Trust.
(b) Percentage of Class:
14% 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:
1,580,973 shares of Common Stock.
(ii) shared power to vote or direct the vote:
13,070 shares of Common Stock, of which 2,000 shares are
beneficially owned by the Trust, and 11,070 shares are
beneficially owned by the Profit Sharing Trust.
(iii) sole power to dispose or direct the disposition of:
1,580,973 shares of Common Stock.
(iv) shared power to dispose or direct the disposition of:
13,070 shares of Common Stock, of which 2,000 shares are
beneficially owned by the Trust, and 11,070 shares are
beneficially owned by the Profit Sharing Trust.
Items 5-9. Not applicable.
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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.
SIGNATURE
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: February 11, 1999
/s/ Norman J. Wechsler
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Norman J. Wechsler
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