SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
ELECTROMAGNETIC SCIENCES, INC.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
285397105
(CUSIP Number)
with a copy to:
David A. Rocker Robert G. Minion, Esq.
Suite 1759 Lowenstein, Sandler, Kohl,
45 Rockefeller Plaza Fisher & Boylan, P.A.
New York, New York 10111 65 Livingston Avenue
(212) 397-1220 Roseland, New Jersey 07068
(201) 992-8700
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
February 8, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
l3G 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 this
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 less than
five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule l3d-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).
1) Names of Reporting Persons (S.S. or I.R.S.
Identification Nos. of Above Persons):
David A. Rocker ###-##-####
2) Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) Not
(b) Applicable
3) SEC Use Only
4) Source of Funds (See Instructions): WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e):
Not Applicable
6) Citizenship or Place of Organization:
United States
Number of 7) Sole Voting Power: 560,700*
Shares Beneficially 8) Shared Voting Power: 0
Owned by
Each Reporting 9) Sole Dispositive Power: 586,900*
Person With: 10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person:
586,900*
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions):
Not Applicable
13) Percent of Class Represented by Amount in Row
(11): 8.6%*
14) Type of Reporting Person (See Instructions): IA, IN
* 505,000 shares (7.4%) of Electromagnetic Sciences, Inc. are
owned by Rocker Partners, L.P., a New York limited
partnership. 55,700 shares (0.8%) of Electromagnetic
Sciences, Inc. are owned by Compass Holdings, Ltd., a
corporation organized under the International Business
Companies Ordinance of the British Virgin Islands. 26,200
shares (0.4%) of Electromagnetic Sciences, Inc. are owned by
Centennial Partners I, L.P., a Delaware limited partnership.
David A. Rocker serves as the sole managing partner of Rocker
Partners, L.P. and, through Rocker Offshore Management
Company, Inc., as investment adviser to Compass Holdings,
Ltd. He also serves as an investment adviser to Centennial
Partners I, L.P. See Item 5 for further information on the
computation of percentages set forth herein.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in Electromagnetic
Sciences, Inc.'s quarterly report on Form 10-Q for the quarterly
period ended September 30, 1994, there were issued and
outstanding 6,798,127 shares of Electromagnetic Sciences, Inc.
common stock as of November 1, 1994. As of February 8, 1995,
Rocker Partners, L.P. owned 505,000 of such shares, or 7.4% of
those outstanding; Compass Holdings, Ltd. owned 55,700 of such
shares, or 0.8% of those outstanding; and Centennial Partners I,
L.P. owned 26,200 of such shares, or 0.4% of those outstanding.
David Rocker possesses sole power to vote and direct the
disposition of all shares of Electromagnetic Sciences, Inc.
common stock owned by Rocker Partners, L.P. and Compass Holdings,
Ltd. and possesses the sole power to direct the disposition of
all shares of Electromagnetic Sciences, Inc. common stock owned
by Centennial Partners I, L.P. The following table details the
transactions by each of Rocker Partners, L.P., Compass Holdings,
Ltd. and Centennial Partners I, L.P. in shares of
Electromagnetic Sciences, Inc. common stock during the past 60
days:
A. Rocker Partners, L.P.
Date Quantity Price
(Purchases)
January 5, 1995 3,000 $11.81
January 6, 1995 2,000 $11.87
January 11, 1995 10,000 $11.87
January 13, 1995 8,200 $11.70
February 7, 1995 2,400 $11.56
February 8, 1995 20,000 $11.75
(Sales)
January 3, 1995 31,400 $11.87
B. Compass Holdings, Ltd.
Date Quantity Price
(Purchases)
December 21, 1994 1,000 $10.56
January 3, 1995 21,600 $11.87
February 8, 1995 3,200 $11.75
(Sales)
January 3, 1995 1,500 $11.87
C. Centennial Partners I, L.P.
Date Quantity Price
(Purchases)
January 11, 1995 1,200 $11.87
February 8, 1995 2,000 $11.75
(Sales)
January 3, 1995 5,200 $11.87
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is
true, complete and correct.
February 14, 1995
DAVID A. ROCKER
____________________________________
David A. Rocker, individually, as
managing partner of Rocker
Partners, L.P., as president of
Rocker Offshore Management
Company, Inc., the investment
adviser to Compass Holdings,
Ltd., and as investment adviser
to Centennial Partners I, L.P.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
