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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
April 10, 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. 1)
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 60,000
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
60,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D (Amendment No. 1)
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 60,000
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
60,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14. TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D (Amendment No. 1)
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
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SCHEDULE 13D (Amendment No. 1)
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
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SCHEDULE 13D (Amendment No. 1)
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
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Item 1. Security and Issuer
This Amendment No. 1, 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 and 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 Amendment No. 1 is being filed by the Reporting Persons to
report recent transactions in the Common Stock as a result of which the
Reporting Persons may be deemed to have acquired beneficial ownership of an
additional one percent or more of the outstanding Common Stock.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and supplemented
by the following:
Ladenburg, AMH Equity, Leviticus Partners, Corsair Partners,
Corsair Partners II, CMP and Corsair Management each have their principal
business offices at 590 Madison Avenue, New York, New York 10022.
Item 3. Sources and Amounts of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby supplemented with respect
to Mr. Hutt and AMH Equity by the following:
As of the date hereof, Mr. Hutt and AMH Equity beneficially
owned 60,000 shares of Common Stock. Since July 11,
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1996, Mr. Hutt and AMH Equity acquired beneficial ownership of an additional
12,500 shares of Common Stock for an aggregate purchase price of approximately
$75,500. The source of funds for the purchase of the 11,000 shares of Common
Stock listed on Annex A hereto was investment capital contributed by the limited
partners of Leviticus Partners. The remaining 1,500 shares of Common Stock were
contributed in-kind to Leviticus Partners by its limited partners and were
valued at $6.75 per share on August 1, 1996, the date of such contribution. Mr.
Hutt is also a limited partner of Leviticus Partners.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby supplemented with respect
to Mr. Hutt and AMH Equity by the following:
(a)(i) On the date of this Statement, Mr. Hutt may be deemed a
beneficial owner of the 60,000 aggregate shares of Common Stock (approximately
5.0% 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
60,000 (approximately 5.0% 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
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Partners, including 60,000 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 disposition of securities held for the
account of Leviticus Partners, including 60,000 shares of Common Stock held by
Leviticus Partners.
The percentages used herein are calculated based upon the
1,205,659 shares of Common Stock stated to be issued and outstanding at December
31, 1996, as reflected in the Issuer's Quarterly Report on Form 10-Q for the
quarterly period ended November 30, 1996.
(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.
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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: April 17, 1997 /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.
/s/ Jay R. Petschek
By:-----------------------------
Name: Jay R. Petschek
Title: President
CORSAIR MANAGING PARTNERS
By: Corsair Management Company,
Inc., a general partner
/s/ Jay R. Petschek
By:-----------------------------
Name: Jay R. Petschek
Title: President
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Annex A
RECENT TRANSACTIONS IN THE COMMON STOCK
OF GENERAL MICROWAVE CORPORATION
Date of Nature of Number of Price Per
For the Account of: Transaction Transaction Shares Share
- ------------------- ----------- ----------- --------- ---------
Leviticus Partners 4/10/97 Purchase 3,500 $4 3/8
Leviticus Partners 7/17/96 Purchase 2,500 $6.675
Leviticus Partners 7/16/96 Purchase 5,000 $6.675
