SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GENERAL MICROWAVE CORPORATION
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
370307 10 0
(CUSIP Number)
Michael I. Stolzar, Esq.
Zissu Gumbinger Stolzar & Wasserman
950 Third Avenue
New York, New York 10022
(212) 371-3900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 8, 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 [ ]
Check the following box if a fee is being paid with this statement
[ ]
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SCHEDULE 13D
CUSIP NO. 370307 10 0
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frederick Zissu - S.S. #: ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
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
213,396
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
213,396
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,396
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [xx]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
14. TYPE OF REPORT PERSON*
IN
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Item 1. Security and Issuer
The title of the class of equity securities to which this
statement relates is Common Stock, par value $.01 per share. The
name and address of the issuer of such securities is General
Microwave Corporation, a New York corporation, 5500 New Horizons
Boulevard, Amityville, New York 11701. (The foregoing class of
equity securities is referred to hereinafter as "Common Stock".
General Microwave Corporation is referred to hereinafter as
"General Microwave Corporation".)
Item 2. Identity and Background
(a) Name: Frederick Zissu
(b) Business Address: 500 Valley Road, Wayne, New
Jersey 07470
(c) Present principal occupation: Business and
financial consultant.
(d) Mr. Zissu has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.
(e) Mr. Zissu has not, during the last five years, been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that
resulted in 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.
(f) Mr. Zissu is a United States citizen.
Item 3. Source and Application of Funds or Other Consideration
Not applicable. See Item 4.
Item 4. Purpose of Transaction
This Schedule 13D is being filed because Mr. Zissu has
retired from the principal occupation previously reported on
Schedule 13D and recently resigned as a Director of General
Microwave Corporation for reasons of health, not because of the
acquisition of any shares of Common Stock. This Schedule 13D is
not being filed because there has been any change in Mr. Zissu's
intentions with respect to General Microwave or because he has
engaged in or is about to engage in a previously unreported
transaction involving Common Stock.
Mr. Zissu is a substantial shareholder of General
Microwave. Mr. Zissu intends to continue to exercise the degree of
control and influence over the business and affairs of General
Microwave which he presently exercises.
Mr. Zissu does not have any plans to effect:
(a) The acquisition by any person of additional
securities of General Microwave, or the disposition of securities
of General Microwave;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving General Microwave
or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
General Microwave or any of its subsidiaries;
(d) Any change in the present Board of Directors or
management of General Microwave, including any plans or proposals
to change the number or terms of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of General Microwave;
(f) Any other material change in General Microwave's
business or corporate structure;
(g) Change in General Microwave's charter, by-laws or
instruments corresponding thereto or other actions which may impede
the acquisition or control of General Microwave by any person;
(h) Causing a class of securities of General Microwave
to be delisted from a national securities exchange or to cease to
be authorized to be quoted on an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of General Microwave
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
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Mr. Zissu intends to re-evaluate continuously his
position in General Microwave and may, based on such re-evaluation,
determine at a future date to change his current position with
respect to any action enumerated above. Mr. Zissu will give any
matter presented to the shareholders of General Microwave or to Mr.
Zissu, in his capacity as a substantial shareholder of General
Microwave, the consideration which a person holding such a position
ordinarily gives to a proposal of the kind presented.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on the date hereof, Mr.
Zissu beneficially owned 213,396 shares of Common Stock or, based
on the number of shares outstanding reported by General Microwave
in its most recent filing with the Securities and Exchange
Commission, its Quarterly Report on Form 10-Q for the Quarter Ended
November 30, 1996, 17.7% of the shares of Common Stock issued and
outstanding. The foregoing 213,396 shares does not include 1,006
shares owned by Mr. Zissu's wife in which shares Mr. Zissu
disclaims any beneficial interest.
(b) Mr. Zissu has the full power to vote or to direct
the vote and to dispose or to direct the disposition of the 213,396
shares of Common Stock referred to above.
(c) Mr. Zissu has not effected any transaction during
the past sixty days in the class of securities being reported on.
(d) No person is known to Mr. Zissu to have the rights
to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock to which
this statement relates.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Zissu and any person
with respect to any securities of General Microwave.
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Item 7. Material to be Filed as Exhibits
None.
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.
Date: January 16, 1997
s/ FREDERICK ZISSU
Frederick Zissu
