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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
September 16, 1997
(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 [ ].
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SCHEDULE 13D (Amendment No. 2)
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 40,000
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
40,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
14. TYPE OF REPORTING PERSON*
IN
2
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SCHEDULE 13D (Amendment No. 2)
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 40,000
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
40,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
14. TYPE OF REPORTING PERSON*
CO
3
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SCHEDULE 13D (Amendment No. 2)
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
15,200
8. SHARED VOTING POWER
SHARES 3,800
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 15,200
WITH
10. SHARED DISPOSITIVE POWER
3,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14. TYPE OF REPORTING PERSON*
IN
4
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SCHEDULE 13D (Amendment No. 2)
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 3,800
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
3,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14. TYPE OF REPORTING PERSON*
CO
5
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SCHEDULE 13D (Amendment No. 2)
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 3,800
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
3,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14. TYPE OF REPORTING PERSON*
PN
6
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Item 1. Security and Issuer
This Amendment No. 2, which is being filed pursuant to Rule
13d-2 of the General Rules and Regulations under the Securities Exchange Act of
1934 (the "Exchange Act"), amends the Schedule 13D filed by the Reporting
Persons (as defined in Item 2) on July 11, 1996, as amended by Amendment No. 1
filed by the Reporting Persons on April 17, 1997 (as so amended, the "Schedule
13D"), and relates to shares of Common Stock, $.01 par value per share ("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 Amendment No. 2 is being
filed by the Reporting Persons (i) to report recent transactions in the Common
Stock as a result of which the Reporting Persons may be deemed to have disposed
of beneficial ownership of one percent or more of the outstanding Common Stock
and (ii) to report that, as of the date hereof, the Reporting Persons no longer
beneficially own more than 5 percent of the Common Stock outstanding. Unless
otherwise indicated, all capitalized terms used herein but not defined herein
shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Sources and Amounts of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby supplemented by the
following:
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As of the date hereof, each of Mr. Hutt and AMH Equity
beneficially own 40,000 shares of Common Stock. Since April 17, 1997, Mr. Hutt
and AMH Equity disposed of beneficial ownership of 20,000 shares of Common Stock
for an aggregate sales price of approximately $181,863.
As of the date hereof, Mr. Petschek beneficially owns 19,000
shares of Common Stock. Since April 17, 1997, Mr. Petschek disposed of
beneficial ownership of 5,000 shares of Common Stock for an aggregate sales
price of $48,750.
As of the date hereof, each of Corsair Management and CMP
beneficially own 3,800 shares of Common Stock. Since April 17, 1997, Corsair
Management and CMP disposed of beneficial ownership of 1,000 shares of Common
Stock for an aggregate sales price of $9,750.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby supplemented by the
following:
(a)(i) On the date of this Statement, Mr. Hutt may be deemed a
beneficial owner of the 40,000 aggregate shares of Common Stock (approximately
3.3% 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
40,000 (approximately 3.3% of the Common Stock outstanding).
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(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
19,000 (approximately 1.6% of the Common Stock outstanding). This number
includes (A) 15,200 shares of Common Stock held for the account of Corsair
Partners and (B) 3,800 shares of Common Stock held for the account of Corsair
Partners II.
(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 3,800 (approximately 0.3% 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 3,800
(approximately 0.3% 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 40,000 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
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disposition of securities held for the account of Leviticus Partners, including
40,000 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
the disposition of securities held for the account of Corsair Partners and
Corsair Partners II, including 15,200 shares of Common Stock held by Corsair
Partners and 3,800 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 3,800 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 3,800 shares of Common Stock held by Corsair
Partners II.
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The percentages used herein are calculated based upon the
1,205,909 shares of Common Stock stated to be issued and outstanding at June 27,
1997, as reflected in the Issuer's Quarterly Report on Form 10-Q for the
quarterly period ended May 31, 1997.
(c) Except for the transactions listed in Annex A 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.
As of the date hereof, the Reporting Persons no longer
beneficially own more than 5 percent of the Common Stock outstanding.
Accordingly, until such time as the Reporting Persons acquire, directly or
indirectly, beneficial ownership of additional Common Stock in excess of the 5
percent threshold, the Reporting Persons are no longer required to report
pursuant to Rule 13d-1 with respect to the Common Stock.
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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: September 18, 1997 /s/ Adam M. Hutt
Adam M. Hutt
AMH EQUITY, LTD.
By:/s/ Adam H. 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
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Annex A
RECENT TRANSACTIONS IN THE COMMON STOCK
OF GENERAL MICROWAVE CORPORATION
<TABLE>
<CAPTION>
Date of Nature of Number of Shares Price Per Share
For the Account of: Transaction Transaction
- ------------------- ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Leviticus Partners 9/12/97 Sale 10,000 $8
Leviticus Partners 9/16/97 Sale 5,000 $10 1/4
Leviticus Partners 9/16/97 Sale 1,300 $10
Leviticus Partners 9/17/97 Sale 700 $10 1/8
Leviticus Partners 9/17/97 Sale 2,600 $9 7/8
Leviticus Partners 9/18/97 Sale 400 $9 5/8
Corsair Partners 9/18/97 Sale 4,000 $9 3/4
Corsair Partners II 9/18/97 Sale 1,000 $9 3/4
</TABLE>
