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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange of 1934
Amendment No. 4
Ultralife Batteries, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
903899102
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(CUSIP Number)
Carl H. Rosner, President
Intermagnetics General Corporation
450 Old Niskayuna Road
Latham, New York 12110
(518)782-1122
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 1996
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(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
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 five percent or less of such class.)
(See Rule 13d-7.)
* 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 covering 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).
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CUSIP No. 903899102 SCHEDULE 13D
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(1) NAMES OF REPORTING PERSONS, S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
Intermagnetics General Corporation
14-1537454
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
OO
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization
State of New York
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Number of Shares (7) Sole Voting Power 975,753
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Beneficially Owned (8) Shared Voting Power
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by Each Reporting (9) Sole Dispositive Power 975,753
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Person With (10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
975,753 Shares
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(12) Check the Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ X]
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(13) Percent of Class Represented by Amount in Row (11)
12.4%
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(14) Type of Reporting Person (See Instructions)
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 4 to Schedule 13D ("Amendment No. 4") amends and
supplements the prior statement on Schedule 13D (the "Statement") as filed by
Intermagnetics General Corporation (the "Reporting Person") dated December 31,
1992, as amended by Amendment No. 1 to Schedule 13D, dated May 28, 1993,
Amendment No. 2 to Schedule 13D, dated December 1, 1994, and Amendment No. 3
to Schedule 13D, dated September 28, 1995, each of which relate to the Common
Stock, $.10 par value per share, of Ultralife Batteries, Inc., a Delaware
corporation (the "Issuer"). In the event that any disclosure contained in this
Amendment No. 4 is inconsistent with the disclosure contained in the
Statement, the disclosures contained herein shall supersede such inconsistent
disclosure from the date of this Amendment No. 4.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change, except as to the amendment and restatement of Schedule I,
incorporated herein by reference, to reflect the names, business addresses and
principal occupations of an additional executive officer and additional
director of the Reporting Person, and the current titles of each of the other
executive officers.
Item 3. Source and Amount of Funds or Other Consideration
No change.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
(a) Item 5.a. of the Statement is amended by deleting it in its
entirety and substituting in lieu thereof the following:
The Reporting Person currently owns 975,753 shares of the Common Stock of the
Issuer (the "Shares") corresponding to 12.4% of the outstanding shares of
Common Stock of the Issuer.
Carl H. Rosner, Chairman, President and CEO of the Reporting Person, owns 833
shares of the Common Stock of the Issuer, and serves as a director on the
Board of Directors of the Issuer. As a director of the Issuer, Mr. Rosner has
received, and currently holds, options to purchase shares of the Issuer as
follows:
Shares Subject
to Purchase Exercise Price Expiration Date
-------------- -------------- ---------------
1,500 $ 9.00 June 30, 1998
1,500 $ 8.75 September 30, 1998
1,500 $11.75 December 31, 1998
1,500 $12.00 March 31, 1999
1,500 $13.75 June 30, 1999
1,500 $15.75 September 30, 1999
1,500 $16.00 December 31, 1999
1,500 $17.50 March 31, 2000
1,500 $18.25 June 30, 2000
1,500 $24.50 September 30, 2000
1,500 $24.00 December 31, 2000
The Reporting Person disclaims beneficial ownership of such shares and options
to acquire such shares.
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Joseph C. Abeles, a director of the Reporting Person, owns 199,000 shares of
the Common Stock of the Issuer. Mr. Abeles also serves as a director on the
Board of Directors of the Issuer. As a director of the Issuer, Mr. Abeles has
received, and currently holds, options to purchase shares of the Issuer as
follows:
Shares Subject
to Purchase Exercise Price Expiration Date
-------------- -------------- ---------------
1,500 $ 9.00 June 30, 1998
1,500 $ 8.75 September 30, 1998
1,500 $11.75 December 31, 1998
1,500 $12.00 March 31, 1999
1,500 $13.75 June 30, 1999
1,500 $15.75 September 30, 1999
1,500 $16.00 December 31, 1999
1,500 $17.50 March 31, 2000
1,500 $18.25 June 30, 2000
1,500 $24.50 September 30, 2000
1,500 $24.00 December 31, 2000
Mr. Abeles' spouse owns 25,000 shares of the Issuer, and Mr. Abeles disclaims
beneficial ownership of such shares. Abeles Associates, Inc., a company of
which Mr. Abeles is Chairman, owns 12,000 shares of the Issuer, and Mr. Abeles
disclaims beneficial ownership of such shares.
The Reporting Person disclaims beneficial ownership of the shares and options
to acquire shares beneficially owned by Mr. Abeles.
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Stuart A. Shikiar, a director of the Reporting Person, owns 85,000 shares of
the Common Stock of the Issuer. Mr. Shikiar also serves as a director on the
Board of Directors of the Issuer. As a director of the Issuer, Mr. Shikiar has
received, and currently holds, options to purchase shares of the Issuer as
follows:
Shares Subject
to Purchase Exercise Price Expiration Date
-------------- -------------- ---------------
1,500 $ 9.00 June 30, 1998
1,500 $ 8.75 September 30, 1998
1,500 $11.75 December 31, 1998
1,500 $12.00 March 31, 1999
1,500 $13.75 June 30, 1999
1,500 $15.75 September 30, 1999
1,500 $16.00 December 31, 1999
1,500 $17.50 March 31, 2000
1,500 $18.25 June 30, 2000
1,500 $24.50 September 30, 2000
1,500 $24.00 December 31, 2000
The Reporting Person disclaims beneficial ownership of the shares and options
to acquire shares beneficially owned by Mr. Shikiar.
(b) No change
(c) Item 5.(c) of the Statement is amended by adding to the end thereof the
following:
On February 27, 1996, the Reporting Person sold 3,000 shares of the Issuer's
Common Stock at a price of $16.00 per share in a brokerage transaction
reported on NASDAQ. On February 29, 1996, the Reporting Person sold an
additional 3,000 shares of the Issuer's Common Stock at a price of $16.50 per
share in a brokerage transaction reported on NASDAQ. On March 1, 1996, the
Reporting Person sold an additional 3,000 shares of the Issuer's Common Stock
at a price of $17.00 per share in a brokerage transaction reported on NASDAQ.
(d) No change.
(e) No Change.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
No change.
Item 7. Material to Be Filed as Exhibits
No change.
Signature
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.
March 6, 1996 By:
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Michael C. Zeigler, Senior Vice President
- Finance, and Chief Financial Officer
on behalf of
INTERMAGNETICS GENERAL CORPORATION
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Schedule I
The names, addresses and principal occupations of each of the
executive officers and directors of Intermagnetics General Corporation (the
"Reporting Person") are listed below. The business address of each of the
persons listed below is c/o Intermagnetics General Corporation, 450 Old
Niskayuna Road, Latham, New York 12110.
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Name and Address Positions and Principal Occupation
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Carl H. Rosner Chairman, CEO and President of the
Reporting Person.
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Charles J. Dannemann Senior Vice President - Operations
of the Reporting Person.
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Michael C. Zeigler Senior Vice-President - Finance &
Chief Financial Officer of the
Reporting Person.
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Bruce A. Zeitlin Corporate Vice President of the
Reporting Person, and General Manager
of APD Cryogenics Inc., a wholly
owned subsidiary of the Reporting
Person.
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Gary Hordeski Senior Vice President of
InterCool Energy Corporation, a
wholly owned subsidiary of the
Reporting Person.
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Ian L. Pykett Vice President of Technology
Development Operations, a division
of the Reporting Person.
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Richard L. Rhodenizer Vice President of the Magnet Business
Unit, a division of the Reporting
Person
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Robert S. Sokolowski Vice President and General Manager
of IGC Advanced Superconductors, a
division of the Reporting Person.
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Joseph C. Abeles Director of the Reporting Person,
and private investor; director of
Patten Corporation, Ultralife
Batteries, Inc., and IGENE
Biotechnology, Inc.
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Edward E. David, Jr. Director of the Reporting Person,
and President, EED Inc. (technology
and research management advisors);
director of California Microwave,
Inc. and Protein Polymer
Technologies.
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J.E. Goldman Director of the Reporting Person,
and through March, 1994, Chairman of
Softstrip, Inc., a manufacturer of
personal computer accessories;
director of Bank Leumi Trust Company
of New York.
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Thomas L. Kempner Director of the Reporting Person,
and Chairman and Chief Executive
Officer, Loeb Partners Corporation,
an investment banking firm; director
Alcide Corporation, The Arlen
Corporation, Roper Starch Worldwide,
Inc., IGENE Biotechnology, Inc.,
Energy Research Corporation,
Northwest Airlines, Inc. and Silent
Radio, Inc.
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Stuart A. Shikiar Director of the Reporting Person,
and President, Shikiar Asset
Management, Inc., which is a
registered investment advisory
company, since November 1994; from
1993 to November, 1994, General
Partner, Omega Advisors, Inc.; from
1985 to 1993, Managing Director and
Chief Investment Officer of
Prudential Securities Investment
Management; director of Patten
Corporation and Ultralife Batteries,
Inc.
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Sheldon Weinig Director of the Reporting Person,
and Vice Chairman of Sony
Engineering & Manufacturing of
America ("Sony") since 1989;
Chairman of Materials Research
Corporation since 1957 (Materials
Research Corporation was acquired by
Sony); director Insituform
Technology Inc., Aseco Corporation
and Unique Mobility Inc.
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