UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended June 30, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the transition period from ________________ to ______________
Commission File No. 1-4383
ESPEY MFG. & ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
New York 14-1387171
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Congress and Ballston Avenues, Saratoga Springs, NY 12866
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 584-4100
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock $.33-1/3 par value American Stock Exchange
Common Stock Purchase Rights American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant: $12,287,269 as of September 20, 1996 based upon the closing sale
price of $15.75 on the American Stock Exchange on September 20, 1996.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.
Class Outstanding at September 20,1996
Common Stock, $.33-1/3 par value 1,111,220
<PAGE>
This Amendment to the Form 10-K filed with the United States Securities
and Exchange Commission on September 27, 1996, corrects the "Percent of Class"
of the common stock of Espey Mfg. & Electronics Corp. (the "Company") owned by
director William P. Greene as set forth in the table found in the "Security
Ownership of Management" section of Item 12. Accordingly, Item 12 is amended to
change the "Percent of Class" of the common stock of the Company owned by Mr.
Greene from 1.0% to 0% since Mr. Greene did not own any shares of the common
stock of the Company on the date of the filing of the Form 10-K. The complete
text of Item 12 as amended is set forth below.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Security Ownership of Certain Beneficial Owners
The following information is furnished as of September 20, 1996 (unless
otherwise indicated) with respect to any person (including any "group" as that
term is used in Section 13(d)(3) of the Act) who is known to the Company to be
the beneficial owner of more than five percent of any class of the Company's
voting securities:
Amount and
Nature of
Title of Name and Address Beneficial Percent of
Class of Beneficial Owner Ownership Class
Common Stock Sol Pinsley 80,261.00 -Direct 7.4633%
$.33-1/3 p.v. P.O. Box 422 2,632.96 -Indirect (1)
Saratoga Springs,
NY 12866
" Tweedy Browne 75,300.00 -Direct (2) 6.7853%
Company L.P. 100.00 -Indirect (2)
52 Vanderbilt Avenue
New York, NY 10017
" Dimensional Fund 75,100.00 -Direct (3) 6.7583%
Advisors Inc.
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
" The Adirondack Trust 300,667.00 -Direct (4) 27.0574%
Company, as Trustee of
the Company's Employee
Retirement Plan and Trust
473 Broadway
Saratoga Springs, NY 12866
<PAGE>
(1) Does not include 4,200 shares of common stock of the Company owned the
testamentary trust of the deceased spouse of Sol Pinsley, Ruth Pinsley,
beneficial ownership of which is disclaimed by Mr. Pinsley. The shares
listed as indirectly owned by Sol Pinsley are the shares allocated to him
as of June 30, 1996 as a participant in the Company's ESOP. Mr. Pinsley
has the right under the ESOP to direct the manner in which such shares
allocated to him are to be voted by the ESOP Trustee.
(2) The information as to the number of shares of common stock of the Company
that may be deemed beneficially owned by Tweedy Browne Company, L.P.
("TBC") is from Amendment No. 2 dated January 17, 1996, to the Schedule
13D dated March 14, 1995, both of which were filed with the Securities
and Exchange Commission. The 100 shares that are included as indirectly
owned by TBC are owned by TBK Partners L.P. ("TBK"), which may be deemed
a member of a group with TBC. TBC and TBK in said Amendment No. 2
disclaim beneficial ownership of the common stock of the other and state
that the filing of the Schedule 13D should not be deemed an admission
that TBC and TBK comprise a group within the meaning of Section 13d-3 of
the 1934 Act. TBC, a registered investment advisor, holds shares in the
Company in a fiduciary capacity. TBC reported sole voting power with
respect to 61,730 shares and sole dispositive power with respect to
75,300 shares.
(3) The information as to the number of shares of common stock of the Company
that may be deemed beneficially owned by Dimensional Fund Advisors Inc.
("Dimensional") is from the Schedule 13G dated January 30, 1995 filed
with the Securities and Exchange Commission. Dimensional has informed
the Company by letter dated February 9, 1995 that it disclaims beneficial
ownership of all such shares. Dimensional, a registered investment
advisor, holds shares in the Company in a fiduciary capacity. Dimensional
reported sole voting power with respect to 49,500 shares and sole
dispositive power with respect to 75,100 shares.
(4) This information is from the Form 4 dated August 13, 1996, filed with the
Securities and Exchange Commission by the Trustee on behalf of the
Company's Employee Retirement Plan and Trust ("ESOP"). The ESOP Trustee
has sole voting power with respect to unallocated common shares owned by
the Trust, 168,096 shares as of August 24, 1996, as directed by the Plan
Administrator appointed by the Company's Board of Directors. As to the
common shares allocated to participants, 132,571 shares as of August 24,
1996, the ESOP Trustee has the power to vote such shares as directed by
such Plan Administrator to the extent the participants do not direct the
manner in which such shares are to be voted.
<PAGE>
Security Ownership of Management
The following information is furnished as of September 20, 1996 (unless
otherwise indicated), as to each class of equity securities of the Company
beneficially owned by all the Directors and by Directors and Officers of the
Company as a Group:
Amount and
Nature of
Title of Name of Beneficial Percent of
Class Beneficial Owner Ownership Class
Common Stock
$.33-1/3 p.v. Paul J. Corr 500.00 -Direct .0450%
" William P. Greene 0.00 0.0000%
" Michael W. Wool 100.00 -Direct .0090%
" Sol Pinsley 80,261.00 -Direct 7.4633%
2,672.96 -Indirect (1)(2)
" Seymour Saslow 4,187.96 -Indirect (2) .3769%
" Joseph Canterino 7,500.00 -Direct 1.0689%
4,377.96 -Indirect (2)
" Howard Pinsley 39,134.00 -Direct 3.8870%
4,058.98 -Indirect (2)
" Barry Pinsley 800.00 -Direct .5374%
5,172.00 -Indirect (2)(3)(4)
" Herbert Potoker 6,490.00 -Direct .9780%
4,377.96 -Indirect (2)(5)
" Garry M. Jones 0.00 -Direct .1790%
1,989.15 -Indirect (2)
" Reita Wojtowecz 0.00 -Direct .1222%
1,358.02 -Indirect (2)
" Officers and Directors 134,785.00 -Direct 14.6667%
as a Group 28,194.99 -Indirect (6)
_____________
<PAGE>
(1) Excludes 4,200 shares owned by a testamentary trust of Ruth Pinsley, the
deceased spouse of Sol Pinsley. Beneficial ownership of the shares owned
by the trust is disclaimed by Mr. Pinsley.
(2) Shares allocated to named officer as of June 30, 1996 as a participant in
the Company's ESOP. Each such person has the right to direct the manner
in which such shares allocated to him or her are to be voted by the ESOP
Trustee.
(3) Excludes 1,300 shares owned by Barry Pinsley's spouse, as to which
beneficial ownership is disclaimed by Mr. Pinsley.
(4) Includes 4,200 shares owned by a testamentary trust of Ruth Pinsley, the
deceased spouse of Sol Pinsley. As trustee of the trust, Barry Pinsley
is deemed the beneficial owner, as defined in Rule 13d-3, of the shares
held by the trust.
(5) Excludes 300 shares owned by Herbert Potoker's spouse, as to which
beneficial ownership is disclaimed by Mr. Potoker.
(6) Shares allocated to all officers as a group as of June 30, 1996 who
participate in the Company's ESOP. Each such person has the right to
direct the manner in which such shares allocated to him or her are to be
voted by the ESOP Trustee.
There are no arrangements known to the Company the operation of which may
at a subsequent date result in change of control of the Company.
S I G N A T U R E
Pursuant to the requirements of Section 13 and 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ESPEY MFG. & ELECTRONICS CORP.
/s/ Joseph Canterino
Joseph Canterino, President and
Chief Executive Officer
