<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GENERAL MICROWAVE CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
370307100
(CUSIP Number)
Daniel Schloendorn
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4677
(212) 821-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 1996
(Date of Event which Requires Filing 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 [X].
Page 1 of 20
<PAGE>2
SCHEDULE 13D
CUSIP No. 370307100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Adam M. Hutt
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES 47,500
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
47,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>3
SCHEDULE 13D
CUSIP No. 370307100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AMH Equity, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES 47,500
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
47,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>4
SCHEDULE 13D
CUSIP No. 370307100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Jay R. Petschek
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
19,200
8. SHARED VOTING POWER
SHARES 4,800
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 19,200
WITH
10. SHARED DISPOSITIVE POWER
4,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>5
SCHEDULE 13D
CUSIP No. 370307100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corsair Management Company, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES 4,800
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
4,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>6
SCHEDULE 13D
CUSIP No. 370307100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corsair Managing Partners
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES 4,800
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
4,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>7
Item 1. Security and Issuer
This statement on Schedule 13D relates to shares of Common
Stock, $.01 par value per share (the "Common Stock"), of General Microwave
Corporation, a New York corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 5500 New Horizons Boulevard, Amityville,
New York 11701. This statement on Schedule 13D is being filed by the Reporting
Persons (as defined below) to report recent transactions in the Common Stock as
a result of which the Reporting Persons may be deemed the beneficial owners of
in excess of 5% of the outstanding Common Stock.
Item 2. Identity and Background
This statement is being filed on behalf of Mr. Adam M. Hutt
("Mr. Hutt"), AMH Equity, Ltd., a New York corporation ("AMH Equity"), Mr. Jay
R. Petschek ("Mr. Petschek"), Corsair Management Company, Inc., a New York
corporation ("Corsair Management"), and Corsair Managing Partners, a New York
general partnership ("CMP"). Mr. Hutt, AMH Equity, Mr. Petschek, Corsair
Management and CMP are sometimes collectively referred to herein as the
"Reporting Persons."
Mr. Hutt is filing in his capacity as the sole shareholder of
AMH Equity. Mr. Petschek is filing in his capacity as (a) the sole general
partner of Corsair Capital Partners, L.P., a Delaware limited partnership
("Corsair Partners"), and (b) the sole shareholder of Corsair Management.
<PAGE>8
This statement on Schedule 13D relates to shares of
Common Stock held for the accounts of each of the following:
(i) Leviticus Partners, L.P., a Delaware
limited partnership ("Leviticus Partners");
(ii) Corsair Partners; and
(iii) Corsair Capital Partners II, L.P., a
Delaware limited partnership ("Corsair
Partners II").
AMH Equity, of which Mr. Hutt is the sole shareholder,
director and executive officer, is the sole general partner and a limited
partner of Leviticus Partners. AMH Equity's principal business is to serve as
the sole general partner of Leviticus Partners. Leviticus Partners' sole
business is to acquire, trade, sell and hold for investment publicly traded
securities and other business interests. AMH Equity and Leviticus Partners have
their principal offices at 540 Madison Avenue, New York, New York 10022.
Pursuant to regulations promulgated under Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), AMH Equity, by reason of its ability
to exercise investment discretion over the securities owned by Leviticus
Partners as Leviticus Partners' sole general partner, and Mr. Hutt, as the sole
shareholder and the person ultimately in control of AMH Equity, may each be
deemed a beneficial owner of securities, including the Common Stock, held for
the account of Leviticus Partners.
Mr. Hutt, a United States citizen, is employed as a research
analyst by Ladenburg, Thalmann & Co. Inc., a Delaware corporation
("Ladenburg"), at Ladenburg's principal office at 540 Madison Avenue, New York,
New York 10022.
<PAGE>9
AMH Equity and Mr. Hutt expressly disclaim
beneficial ownership of any shares of Common Stock not directly held for
the account of Leviticus Partners.
Mr. Petschek is the sole general partner of Corsair
Partners, the sole business of which is to acquire, trade, sell and hold for
investment publicly traded securities and other business interests. Corsair
Partners has its principal office at 540 Madison Avenue, New York, New York
10022. In his capacity as the sole general partner of Corsair Partners, Mr.
Petschek exercises voting and dispositive power with respect to securities
held for the account of Corsair Partners. Pursuant to regulations promulgated
under Section 13(d) of the Exchange Act, by reason of his position as the
general partner of Corsair Partners, Mr. Petschek may be deemed the
beneficial owner of securities, including the Common Stock, held for the
account of Corsair Partners.
Corsair Management, a New York corporation, of which
Mr. Petschek is the sole shareholder, director and executive officer, is a
general partner of CMP, a New York general partnership, the principal business
of which is to serve as the sole general partner of Corsair Partners II.
Corsair Partners II has its principal office at 540 Madison Avenue, New York,
New York 10022. Its sole business is to acquire, trade, sell and hold for
investment publicly traded securities and other business interests. The
principal business of Corsair Management is to serve as a general partner
of CMP. Each of CMP and Corsair Management have their principal offices at
540 Madison Avenue,
<PAGE>10
New York, New York 10022. Pursuant to the
partnership agreement of CMP, the general partners of CMP have agreed that
all authority with respect to the investment decisions to be made by CMP on
behalf of Corsair Partners II is delegated to Corsair Management.
Information concerning the identity and background of the other general
partners of CMP is set forth in Annex A hereto and incorporated by reference in
response to this Item 2.
Pursuant to regulations promulgated under Section 13(d) of
the Exchange Act, CMP, by reason of its ability to exercise investment
discretion over the securities owned by Corsair Partners II, Corsair
Management, as the general partner of CMP, and Mr. Petschek, as the sole
shareholder and the person ultimately in control of Corsair Management, may
each be deemed a beneficial owner of securities, including the Common Stock,
held for the account of Corsair Partners II.
The principal occupation of Mr. Petschek, a United
States citizen, is his position as Managing Director of Ladenburg at
Ladenburg's principal office.
Mr. Petschek, CMP and Corsair Management expressly
disclaim beneficial ownership of any shares of Common Stock not directly
held for the accounts of Corsair Partners or Corsair Partners II. The
Reporting Persons hereby disclaim their membership in, or
the existence of, a group because the beneficial ownership of the Common
Stock claimed herein by each Reporting Person is separate from the
employment relationship existing between Mr.
<PAGE>11
Hutt and Mr. Petschek, on the one hand, and Ladenburg, on the other.
During the past five years, none of the Reporting Persons
has been (a) convicted in a criminal proceeding, or (b) a party to any
civil proceeding as a result of which such person has been subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.
Item 3. Sources and Amounts of Funds or Other Consideration
As of the date hereof, Mr. Hutt and AMH Equity
beneficially owned 47,500 shares of Common Stock. The aggregate purchase price
of the Common Stock beneficially owned by Mr. Hutt and AMH Equity was
approximately $331,875. The source of funds for the purchase of 10,000
shares of Common Stock listed on Annex B hereto was investment capital
contributed by the limited partners of Leviticus Partners. The remaining
37,500 shares of Common Stock were contributed in-kind to Leviticus Partners
by its limited partners and were valued at $7 per share on July 1, 1996, the
date of such contribution. Mr. Hutt is also a limited partner of Leviticus
Partners.
As of the date hereof, Mr. Petschek beneficially owned
24,000 shares of Common Stock. The aggregate purchase price of the
Common Stock beneficially owned by Mr. Petschek was approximately $188,360.
The source of funds for the purchase of all such Common Stock was
investment capital contributed by the limited partners of Corsair Partners and
Corsair Partners II.
<PAGE>12
Mr. Petschek is a limited partner of each of Corsair Partners and Corsair
Partners II.
As of the date hereof, Corsair Management and CMP
beneficially owned 4,800 shares of Common Stock. The aggregate purchase price
of the Common Stock beneficially owned by Corsair Management and CMP was
approximately $37,672. The source of funds for the purchase of all such
Common Stock was investment capital contributed by the limited partners of
Corsair Partners II.
The shares of Common Stock held by Leviticus Partners,
Corsair Partners and Corsair Partners II may be held through margin accounts
maintained with brokers, which extend margin credit, as and when required to
open or carry positions in such margin accounts, subject to applicable
federal margin regulations, stock exchange rules and the credit policies of
such firms. The positions held in the margin accounts, including the Common
Stock, are pledged as collateral security for the repayment of debit
balances in the respective accounts.
Item 4. Purpose of Transaction
On July 1, 1996, Leviticus Partners was formed and certain
of its limited partners contributed 37,500 shares of Common Stock. The
Reporting Persons acquired for investment purposes all of the Common Stock
reported herein as being beneficially owned by them. None of Mr. Hutt, AMH
Equity, Mr. Petschek, Corsair Management, CMP and, to the best of the
Reporting Persons' knowledge, any of the other parties identified in
response to Item 2, has any plans or proposals which relate to
<PAGE>13
or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D under the Exchange
Act. The Reporting Persons reserve the right to acquire additional securities
of the Issuer, to dispose of such securities at any time or to
formulate other purposes, plans or proposals regarding the Issuer or any of
its securities, to the extent deemed advisable in light of their respective
general investment and trading policies, market conditions or other
factors.
Item 5. Interest in Securities of the Issuer
(a)(i) On the date of this Statement, Mr. Hutt may be deemed
a beneficial owner of the 47,500 aggregate shares of Common Stock
(approximately 4.0% of the Common Stock outstanding) held for the
account of Leviticus Partners.
(ii) On the date of this Statement, the aggregate number
of shares of Common Stock of which AMH Equity may be deemed a beneficial
owner is 47,500 (approximately 4.0% of the Common Stock outstanding).
(iii) On the date of this Statement, the aggregate number
of shares of Common Stock of which Mr. Petschek may be deemed a beneficial
owner is 24,000 (approximately 2.0% of the Common Stock outstanding).
This number includes (A) 19,200 shares of Common Stock held for the
account of Corsair Partners and (B) 4,800 shares of Common Stock held for
the account of Corsair Partners II.
<PAGE>14
(iv) On the date of this Statement, the aggregate number
of shares of Common Stock of which Corsair Management may be deemed a
beneficial owner is 4,800 (approximately 0.4% of the Common Stock outstanding).
(v) On the date of this Statement, the aggregate number
of shares of Common Stock of which CMP may be deemed a beneficial owner is
4,800 (approximately 0.4% of the Common Stock outstanding).
(b)(i) By virtue of his position as the sole shareholder
of AMH Equity and pursuant to the partnership agreement of Leviticus Partners,
Mr. Hutt may be deemed to have shared power to direct the voting and shared
power to direct the disposition of securities held for the account of Leviticus
Partners, including 47,500 shares of Common Stock held by Leviticus Partners.
(ii) By virtue of its position as the sole general partner
of Leviticus Partners, AMH Equity may be deemed to have shared power to direct
the voting and shared power to direct the disposition of securities held
for the account of Leviticus Partners, including 47,500 shares of Common
Stock held by Leviticus Partners.
(iii) By virtue of (x) his position as the general partner
of Corsair Partners and (y) his position as the sole shareholder of
Corsair Management and pursuant to the terms of the partnership agreement
of Corsair Partners II and by agreement among the general partners of CMP, Mr.
Petschek may be deemed to have shared power to direct the voting and shared
power to direct
<PAGE>15
the disposition of securities held for the account of
Corsair Partners and Corsair Partners II, including 19,200 shares of Common
Stock held by Corsair Partners and 4,800 shares of Common Stock held by
Corsair Partners II.
(iv) By virtue of its position as a general partner of CMP
and pursuant to the terms of the partnership agreement of CMP, Corsair
Management may be deemed to have shared power to direct the voting and
shared power to direct the disposition of securities held for the account of
Corsair Partners II, including 4,800 shares of Common Stock held by Corsair
Partners II.
(v) By virtue of its position as the sole general partner
of Corsair Partners II, CMP may be deemed to have shared power to direct the
voting and shared power to direct the disposition of securities held for the
account of Corsair Partners II, including 4,800 shares of Common Stock
held by Corsair Partners II.
The percentages used herein are calculated based upon
the 1,197,390 shares of Common Stock stated to be issued and outstanding at
April 1, 1996, as reflected in the Issuer's Annual Report on Form 10-K for
the fiscal year ended February 29, 1996.
(c) Except for the transactions listed in Annex B
hereto, there have been no transactions with respect to the Common Stock during
the past 60 days by any of Mr. Hutt, Mr. Petschek, AMH Equity, CMP or Corsair
Management.
<PAGE>16
(d) No person other than each respective record owner
referred to herein of shares of Common Stock is known to have the right to
receive or the power to direct the receipt of dividends from or the proceeds
of sale of shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
From time to time, the Reporting Persons may lend
portfolio securities to brokers, banks or other financial institutions.
These loans typically obligate the borrower to return the securities, or an
equal amount of securities of the same class, to the lender and typically
provide that the borrower is entitled to exercise voting rights and to retain
dividends during the term of the loan.
Item 7. Material to be Filed as Exhibits
A. Joint Filing Agreement, dated July 11, 1996, pursuant to Rule
13d-f(1) among Mr. Hutt, AMH Equity, Mr. Petschek, Corsair Management and CMP.
<PAGE>17
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.
Dated: July 11, 1996 /s/ Adam M. Hutt
Adam M. Hutt
AMH EQUITY, LTD.
By: /s/ Adam M. Hutt
Name: Adam M. Hutt
Title: President
/s/ Jay R. Petschek
Jay R. Petschek
CORSAIR MANAGEMENT COMPANY, INC.
By: /s/ Jay R. Petschek
Name: Jay R. Petschek
Title: President
CORSAIR MANAGING PARTNERS
By: Corsair Management Company, Inc., a
general partner
By: /s/ Jay R. Petschek
Name: Jay R. Petschek
Title: President
<PAGE>18
ANNEX A
The following is a list of the other General Partners
of Corsair Managing Partners ("CMP"):
Peter Marc Graham, Inc., a Delaware corporation ("PMG Corp."):
Mr. Peter M. Graham, sole shareholder
Corsair/Kramer Inc., a Delaware corporation ("CK Corp."): Mr.
Ronald J. Kramer, sole shareholder
The principal business of each of PMG Corp. and CK Corp. is to serve as
General Partner of CMP, and each has a business address c/o Corsair Managing
Partners, 540 Madison Avenue, New York, New York 10022. The principal
occupation of Mr. Graham, a United States citizen, is his position as
President and Director of Corporate Finance of Ladenburg at Ladenburg's
principal office. The principal occupation of Mr. Kramer, a United States
citizen, is his position as Chief Executive Officer of Ladenburg at
Ladenburg's principal office. To the best of the Reporting Persons'
knowledge, during the past five years, none of the above-listed persons has
been (i) convicted in a criminal proceeding, or (ii) a party to any civil
proceeding as a result of which any such persons has been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or
finding any violations with respect to such laws.
<PAGE>19
Annex B
RECENT TRANSACTIONS IN THE COMMON STOCK
OF GENERAL MICROWAVE CORPORATION
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Date of Nature of Number of Shares Price Per Share
For the Account of: Transaction Transaction
Leviticus Partners 7/7/96 Purchase 5,000 $67/8
Leviticus Partners 7/3/96 Purchase 5,000 $7
Leviticus Partners 7/1/96 In-Kind 37,500 $7 *
Contribution
</TABLE>
* Based on the price at the close of trading on the previous business day,
June 28, 1996.
<PAGE>1
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13D with respect to the shares of Common Stock of General Microwave
Corporation dated July 11, 1996 is, and any amendments thereto signed by
each of the undersigned shall be, filed on behalf of each of them
pursuant to and in accordance with the provisions of Rule 13d-1(f) under the
Securities Exchange Act of 1934.
Dated: July 11, 1996 /s/ Adam M. Hutt
----------------
Adam M. Hutt
AMH EQUITY, LTD.
By: /s/ Adam M. Hutt
Name: Adam M. Hutt
Title: President
/s/ Jay R. Petschek
Jay R. Petschek
CORSAIR MANAGEMENT COMPANY, INC.
By: /s/ Jay R. Petschek
Name: Jay R. Petschek
Title: President
CORSAIR MANAGING PARTNERS
By: Corsair Management Company, Inc., a
general partner
By: /s/ Jay R. Petschek
Name: Jay R. Petschek
Title: President
