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. 4)(1)
MICROSEMI CORPORATION
(Name of Issuer)
COMMON STOCK, $.20 PAR VALUE
(Title of Class of Securities)
595137100
(CUSIP Number)
December 31, 1999
(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 6 Pages
<PAGE>
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CUSIP No. 595137100 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
SS. 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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 1,644,475
OWNED BY
EACH
PERSON
REPORTING
WITH ------------------------------------------------------------
6 SHARED VOTING POWER
13,070
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7 SOLE DISPOSITIVE POWER
1,644,475
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8 SHARED DISPOSITIVE POWER
13,070
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,644,475
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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
15.1%
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12 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6 Pages
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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
Page 3 of 6 Pages
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Item 4. Ownership:
(a) Amount Beneficially Owned:
As of December 31, 1999, the Reporting Person beneficially
owned 1,644,475 shares of Common Stock, which amount
includes (i) 1,331,405 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 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:
15.1% 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:
1,644,475 shares of Common Stock.
Page 4 of 6 Pages
<PAGE>
(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:
1,644,475 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.
Page 5 of 6 Pages
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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 14, 2000
/s/ Norman J. Wechsler
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Norman J. Wechsler
Page 6 of 6 Pages
