SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. Six (6))
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; (570) 455-4731
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 1999
(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.__
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
<PAGE>
Number of Shares Bene- (7)Sole Voting Burton T. Witt:196,470
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:196,470
11) Aggregate Amount Beneficiary
Owned by Each Reporting Person 196,470
12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See Instructions)
13) Percent of Class Represented by
Amount in Row (11) 4.93%
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
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.
<PAGE>
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.
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER.
The aggregate number of equity securities identified in Item 1 of this
statement is 196,470 shares, representing 4.93% 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.
On December 1, 1999, Mr. Cohn and Mr. Witt caused 55,000 shares
of the equity securities described herein to be sold at an average selling
price of $8.73 per share. On December 7, 1999, Mr. Cohn and Mr. Witt caused
50,000 shares of the equity securities described herein to be sold at
$5.51 per share.
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
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,
<PAGE>
containing, among other things,
the trade date, quantity and
price, from August 20, 1996,
through and including October
31, 1996 . . . . . . . . . . . (6)
(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.
(6) Incorporated by reference from the amended Schedule 13D (Amendment No. 5)
filed with the SEC on or about November 5, 1996.
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.
December 8, 1999 December 8, 1999
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Date Date
Burton T. Witt /s/ Martin D. Cohn /s/
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Signature Signature
Burton T. Witt Martin D. Cohn
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Name Name
