SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. Five (5))
EMCEE Broadcast Products, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
268650-10-8
(CUSIP Number)
Robert S. Sensky, Esquire
2 East Broad Street, 6th Floor, Hazleton, PA 18201; (717) 455-4731
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G 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
__.
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CUSIP NO. 268650-10-8
1) Names of Reporting Persons Burton T. Witt:###-##-####
S.S. or I.R.S. Identification Martin D. Cohn: ###-##-####
Nos. of Above Persons
2) Check the Appropriate Box (a)
if a Member of a Group
(see instructions) (b)
3) SEC Use Only
4) Source of Funds (See Instructions) 00
5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6) Citizenship or Place of Organization United States of America
Number of Shares Bene- (7)Sole Voting Burton T. Witt:301,470
ficially Owned by Each Power
Reporting Person With
Owned by Each Reporting (8)Shared
Person With Voting Power None
(9)Sole Dis-
positive Power None
(10)Shared Dis- Burton T. Witt and
positive Power Martin D. Cohn:301,470
11) Aggregate Amount Beneficiary
Owned by Each Reporting Person 301,470
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12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See Instructions)
13) Percent of Class Represented by
Amount in Row (11) 7.252%
14) Type of Reporting Person
(See Instruction) 00
ITEM 1 - SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is common stock. The name of the issuer of such securities is EMCEE
Broadcast Products, Inc., with its principal executive offices located at
Susquehanna Street Extension West, P.O. Box 68, White Haven, Pennsylvania
18661-0068.
ITEM 2 - IDENTITY AND BACKGROUND.
The persons filing this statement are Burton T. Witt and Martin D. Cohn.
Both Mr. Witt and Mr. Cohn are practicing attorneys and counselors at law. Mr.
Witt practices law with Burton T. Witt & Associates, at Suite 3900, One
LaSalle Street, Chicago, Illinois 60602. Mr. Cohn practices law with Laputka,
Bayless, Ecker & Cohn, P.C., at 2 East Broad Street, 6th Floor, Hazleton,
Pennsylvania 18201.
During the last five years, neither Mr. Witt nor Mr. Cohn was convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Also, during the last five years, neither Mr. Witt nor Mr. Cohn was a
party to a civil proceeding of a judicial or administrative body of competent
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jurisdiction, the result of which subjected him to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of any violation
with respect to such laws.
Both Mr. Witt and Mr. Cohn are citizens of the United States of America.
ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No funds or other consideration were used to acquire any of the equity
securities described herein. By way of further explanation, see Item 4 below.
ITEM 4 - PURPOSE OF TRANSACTION.
The equity securities described herein became beneficially owned by Mr.
Witt and Mr. Cohn as a result of the death of Shirley Chalmers. Miss Chalmers'
Will names Mr. Witt as the executor of her estate. As such, Mr. Witt and Mr.
Cohn have been advised that Mr. Witt has sole voting power with respect to the
equity securities of the issuer held by the estate.
Miss Chalmers' Will further provides that Mr. Witt and Mr. Cohn, in
their sole discretion, shall sell such equity securities over a period of ten
years from the date of Miss Chalmers death for the benefit of the Weizmann
Institute of Science. Under the applicable Rules of the Securities and
Exchange Commission ("SEC"), therefore, Mr. Witt and Mr. Cohn share
dispositive power with respect to such shares.
The sole purpose for the acquisition of the equity securities described
herein is to sell them in the manner previously described and to distribute
the proceeds thereof to the Weizmann Institute of Science in accordance with
the provisions of Miss Chalmers' Will.
<PAGE>
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER.
The aggregate number of equity securities identified in Item 1 of this
statement is 301,470 shares, representing 7.252% of the class of such
securities.
As indicated above, Mr. Witt has sole voting power over such aggregate
number of securities and shared dispositive power over them with Mr. Cohn.
In August, 1996, Mr. Cohn and Mr. Witt gave First Montauk Securities
Corp. authority to sell from time to time up to but no more than 50,000 shares
of the equity securities described herein. From August 20, 1996 through
October 31, 1996, First Montauk Securities Corp. sold 43,500 of the 50,000
shares authorized to be sold. A summary of those sales, setting forth, among
other things, the trade date and price and quantity of shares sold on each
such trade date is attached as an exhibit hereto.
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as disclosed in Item 7 below and included as an exhibit hereto,
there are no other contracts, arrangements, understandings or relationships,
(legal or otherwise) among the persons named in Item 2 above or between such
persons and any other person with respect to any of the equity securities of
the issuer described herein.
ITEM 7 - MATERIALS TO BE FILED AS EXHIBITS.
The following are attached as exhibits to this statement:
Description of Exhibit Page Number
Non-Qualified Stock Option
Agreement . . . . . . . . . . (1)
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Agreement Pursuant to
Rule 13d-1(f). . . . . . . . . (1)
Letter Agreement, dated
October 4,1995 . . . . . . . . (2)
Letter Agreement, dated
November 29, 1995 . . . . . . (3)
Letter Agreement, dated
December 20, 1995 . . . . . . (4)
Letter Agreement, dated
May 1, 1996 . . . . . . . . . (5)
Summary of Sales of the Equity
Securities described herein,
containing, among other things,
the trade date, quantity and
price, from August 20, 1996,
through and including October
31, 1996 . . . . . . . . . . . 8
(1)Incorporated by reference from the Schedule 13D filed with the SEC on or
about July 19, 1995.
(2)Incorporated by reference from the amended Schedule 13D (Amendment No. 1)
filed with the SEC on or about October 20, 1995.
(3)Incorporated by reference from the amended Schedule 13D (Amendment No. 2)
filed with the SEC on or about December 11, 1995.
(4)Incorporated by reference from the amended Schedule 13D (Amendment No. 3)
filed with the SEC on or about January 4, 1996.
(5)Incorporated by reference from the amended Schedule 13D (Amendment No. 4)
filed with the SEC on or about June 7, 1996.
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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.
November 1, 1996 November 1, 1996
Date Date
Burton T. Witt /s/ Martin D. Cohn /s/
Signature Signature
Burton T. Witt Martin D. Cohn
Name Name
<TABLE>
<CAPTION>
Account Trade B Quantity Security Total $ Total
Number: Date S Description: Price Shares $
W63-2419412 EMCEE
Broadcast
Products, Inc.
<C> <C><C> <C> <C> <C> <C>
8/20/96 S 500 7 1/4 500 3,625 3,625
8/19/96 S 500 7 1/4 1,000 3,625 7,250
8/16/96 S 2,000 7 1/8 3,000 14,250 21,500
8/27/96 S 16,650 7 1/4 19,650 120,712.50 142,212.51
8/27/96 S 1,000 7 1/4 20,650 7,250 149,452.50
8/22/96 S 1,300 7 1/8 21,950 9,262.50 158,725
8/26/96 S 400 7 1/4 22,350 2,900 161,625
8/27/96 S 1,000 7 1/4 23,350 7,250 168,875
9/6/96 S 350 6 1/2 23,700 2,275 171,150
9/13/96 S 1,000 6 1/2 24,700 6,500 177,650
10/1/96 S 3,000 6 1/8 27,700 18,375 196,025
10/3/96 S 1,000 6 28,700 6,000 202,025
10/3/96 S 2,000 6 30,700 12,000 214,025
10/7/96 S 500 6 1/8 31,200 3,062.50 217,087.50
10/15/96S 2,000 6 1/2 33,200 13,000 230,087.50
10/15/96S 4,000 6 1/4 37,200 24,993.65 255,081.15
10/21/96S 2,000 7 1/8 39,200 14,250.00 269,331.15
10/25/96S 1,000 6 1/2 40,200 6,500 275,831.15
10/25/9 S 3,000 6 1/2 43,200 19,500 295,331.15
10/31/96S 300 5 5/8 43,500 1,687.50 297,018.65
</TABLE>
