SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 ) (1)
GENERAL MICROWAVE CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
370307100
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(CUSIP Number)
David H. Lieberman, Esq.
Blau, Kramer, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Jericho, New York 11753
(516) 822-4820
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(Name , Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
September 8, 1998
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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 .
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
*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 cover page.
The information required in 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 370307100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Herley Industries, Inc.
23-2413500
2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [x]
3 SEC Use Only:
4 Source of Funds: WC;BK
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6 Citizenship or Place of Organization: Delaware
7 Number of Shares
Sole Voting Power: 361,900
8 Beneficially
Shared Voting Power: 356,059
9 Owned by Each Reporting
Sole Dispositive Power: 361,900
10 Person With
Shared Dispositive Power: 356,059
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 717,959
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*: [ ]
13 Percent of Class Represented by Amount in Row (11): 59.3%
14 Type of Reporting Person*: CO
(1) To the extent that this joint filing of a Statement on Form 13D relates to
Mr. Frederick Zissu, it shall be deemed to constitute Amendment No. 3 to
the Form 13D previously filed by Mr. Zissu.
<PAGE>
The undersigned hereby amends the Schedule 13D filing dated August 21, 1998
(the "Initial Filing") with regard to the shares of Common Stock, par value $.01
per share ( "Shares") of General Microwave Corporation, a corporation organized
under the laws of the State of New York. Unless otherwise indicated, capitalized
terms contained herein shall have the meanings set forth in the Initial Filing.
This statement hereby amends the Items identified below or the particular
paragraphs of such Items which are identified below, to reflect the acquisition
by Herley of additional Shares.
Item 3: Source or Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following:
The funds used by Herley to purchase the Shares acquired on September 9, 1998
were from the treasury of Herley and/or amounts drawn down from Herley's credit
line with Dauphin Deposit Bank and Trust Company.
Item 5: Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
There are 1,210,903 Shares which are issued and outstanding, exclusive of
467,108 Shares held by the Issuer in its treasury which are to be cancelled and
retired pursuant to the Agreement, based on the Issuer's Form 10-Q for the
quarter ended May 30, 1998. The table below sets forth the number of Shares
beneficially owned by each reporting person and the number of Shares which such
person has the right to acquire as of September 8, 1998:
<TABLE>
<CAPTION>
Name Shares Beneficially Owned Shares Subject to Rights*
- ---- ------------------------- ------------------------
<S> <C> <C>
GMCAC 390,759 34,700
Herley 717,959 -0-
Sherman A. Rinkel 85,872 825
Moe Wind 34,470 825
Stanley Simon 2,155 825
Mitchell Tuckman 11,838 10,000
Name Shares Beneficially Owned Shares Subject to Rights*
- ---- ------------------------- ------------------------
Edmond D. Franco 2,025 825
Michael I. Stolzar 1,025 825
Michael D. Magidson 1,376 825
Arnold H. Levine 5,000 5,000
Rozalie Schachter 12,562 7,500
Robert DeBrecht 3,750 3,750
Howard Cohen 17,290 3,500
Frederick Zissu 213,396 -0-
<FN>
* All rights to acquire Shares shall be accelerated as to vesting and
exercisability and each holder thereof shall be entitled to receive, upon the
effectiveness of the Merger, $18.00 per share less the exercise price of such
right and a warrant to receive one share of Herley's Common Stock. None of the
reporting persons intends to exercise any options or other rights to acquire
Shares prior to the effectiveness or abandonment of the Merger and none of such
rights are transferrable.
</FN>
</TABLE>
<PAGE>
By reason of the proxies granted to GMCAC by each of Sherman A. Rinkel, Moe
Wind, Stanley Simon, Mitchell Tuckman, Edmond D. Franco, Michael I. Stolzar,
Michael D. Magidson, Arnold H. Levine, Rozalie Schachter, Robert D. DeBrecht,
Howard Cohen and Frederick Zissu, GMCAC and Herley, respectively, have directly
or indirectly, the sole right to vote or direct the vote of 356,059 Shares in
connection with the proposed Merger of the Issuer of GMC. In addition, Herley
has sole voting and dispositive power over 361,900 Shares which it acquired in
open market transactions subsequent to the public announcement of the Merger.
Except for the grant of voting power over their Shares to GMCAC and a
restriction on dispositive power for the life of the proxies, and with the
exception of the proxy granted by Mr. Zissu which does not contain any such
restriction on disposition, the remaining eleven reporting persons have sole
power to vote or direct the vote of issued or outstanding Shares as follows:
Sherman A. Rinkel, 85,047 Shares; Moe Wind, 33,645 Shares; Stanley Simon, 1,330
Shares; Mitchell Tuckman, 1,836 Shares; Edmond D. Franco, 1,200 Shares; Michael
I. Stolzar, 200 Shares; Michael D. Magidson, 551 Shares; Arnold H. Levine, no
Shares; Rozalie Schachter, 5,062 Shares; Robert DeBrecht, no Shares; and Howard
Cohen, 13,790 Shares.
During the past sixty (60) days, the following transactions in the Shares were
consummated by the persons filing this report:
Herley purchased Shares on the open market in the amounts, at the prices and
on the dates set forth below:
<TABLE>
<CAPTION>
Date No. of Shares Price Per Share Aggregate Price
---- ------------- --------------- ---------------
<S> <C> <C> <C>
8/25/98 180,000 $17.37 $ 3,126,600.00
8/27/98 50,000 16.87 843,500.00
8/31/98 25,000 16.62 415,500.00
9/8/98 99,900 17.0625 1,704,543.75
9/8/98 7,000 16.8482 117,937.40
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361,900 6,208,081.15
</TABLE>
<PAGE>
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.
September 16, 1998
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Date
/s/ Myron Levy
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Signature
Myron Levy/President
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Name/Title Herley Industries, Inc.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
