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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 5
Name of Issuer: GenRad, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 372447102
(Date of Event Which Requires Filing of this Statement)
December 31, 1999
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the 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).
CUSIP Number: 372447102
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Munn, Bernhard & Associates, Inc.
Tax ID: 13-3139625
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power:
None
6. Shared Voting Power:
None
7. Sole Dispositive Power:
None
8. Shared Dispositive Power:
1,415,735
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,415,735
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
4.8%
12. Type of Reporting Person
IA
CUSIP Number: 372447102
1. Name of Reporting Person
Thomas N. Barr
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power:
6,100
6. Shared Voting Power:
None
7. Sole Dispositive Power:
6,100
8. Shared Dispositive Power:
1,415,735
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,421,835
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
4.8%
12. Type of Reporting Person
IN
CUSIP Number: 372447102
1. Name of Reporting Person
Robert A. Bernhard
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power:
34,100
6. Shared Voting Power:
None
7. Sole Dispositive Power:
None
8. Shared Dispositive Power:
1,415,735
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,415,735
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
4.8%
12. Type of Reporting Person
IN
CUSIP Number: 372447102
1. Name of Reporting Person
Robert A. Geddes
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power:
17,500
6. Shared Voting Power:
None
7. Sole Dispositive Power:
17,500
8. Shared Dispositive Power:
1,415,735
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,433,235
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
4.8%
12. Type of Reporting Person
IN
CUSIP Number: 372447102
1. Name of Reporting Person
P. Benjamin Grosscup
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power:
10,000
6. Shared Voting Power:
None
7. Sole Dispositive Power:
10,000
8. Shared Dispositive Power:
1,415,735
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,425,735
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
4.8%
12. Type of Reporting Person
IN
1. Name of Reporting Person
Henry J. Langworthy
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power:
9,000
6. Shared Voting Power:
None
7. Sole Dispositive Power:
8,500
8. Shared Dispositive Power:
1,415,735
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,424,235
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
4.8%
12. Type of Reporting Person
IN
CUSIP Number: 372447102
1. Name of Reporting Person
Christine J. Munn
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power:
2,600
6. Shared Voting Power:
None
7. Sole Dispositive Power:
2,600
8. Shared Dispositive Power:
1,415,735
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,418,335
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
4.8%
12. Type of Reporting Person
IN
1. Name of Reporting Person
Orson D. Munn
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power:
44,000
6. Shared Voting Power:
None
7. Sole Dispositive Power:
None
8. Shared Dispositive Power:
1,415,735
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,415,735
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
4.8%
12. Type of Reporting Person
IN
Item 1 (a) Name of Issuer:
GenRad, Inc.
(b) Address of Issuer's Principal Executive Offices:
7 Technology Park Drive
Westford, MA 01886-0033
Item 2 (a) Name of Person Filing:
Munn, Bernhard & Associates, Inc.
and Orson D. Munn, Robert A. Bernhard, Robert A. Geddes, Henry J. Langworthy, Thomas N. Barr, P. Benjamin Grosscup, and Christine J. Munn.
(b) Address of Principal Business Office:
6 East 43rd Street
New York, New York 10017
(c) Citizenship:
Incorporated by reference to Item 4 of the cover page pertaining to each reporting person.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
372447102
Item 3. The person filing is:
An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
Item 4. Ownership:
The information in rows 5 through 9 and 11 on each cover page of this Schedule 13G is incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of a Class:
The reporting person has ceased to be the beneficial owner of more than five percent of the common stock of the Issuer.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Accounts managed on a discretionary basis by Munn, Bernhard & Associates, Inc. are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of the Issuer. No such account holds more than five percent of the class.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of the Group:
N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.
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.
Munn, Bernhard & Associates, Inc.
By: /s/ Gerald Rosenberg
_______________________
Name: Gerald Rosenberg
Title: Vice President
2/8/00
____________________
Date
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above on the cover page of this Schedule 13G applicable to me were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information regarding me set forth in this statement is true, complete and correct.
/s/ Thomas N. Barr
_______________________
Thomas N. Barr,
as an individual
2/8/00
____________________
Date
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above on the cover page of this Schedule 13G applicable to me were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information regarding me set forth in this statement is true, complete and correct.
/s/ Robert A. Bernhard
________________________
Robert A. Bernhard,
as an individual
2/8/00
____________________
Date
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above on the cover page of this Schedule 13G applicable to me were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information regarding me set forth in this statement is true, complete and correct.
/s/ Robert A. Geddes
________________________
Robert A. Geddes,
as an individual
2/8/00
____________________
Date
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above on the cover page of this Schedule 13G applicable to me were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information regarding me set forth in this statement is true, complete and correct.
/s/ P. Benjamin Grosscup
________________________
P. Benjamin Grosscup,
as an individual
2/8/00
____________________
Date
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above on the cover page of this Schedule 13G applicable to me were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information regarding me set forth in this statement is true, complete and correct.
/s/ Henry J. Langworthy
________________________
Henry J. Langworthy,
as an individual
2/8/00
____________________
Date
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above on the cover page of this Schedule 13G applicable to me were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information regarding me set forth in this statement is true, complete and correct.
/s/ Christine J. Munn
________________________
Christine J. Munn,
as an individual
2/8/00
____________________
Date
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above on the cover page of this Schedule 13G applicable to me were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.
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.
/s/ Orson D. Munn
________________________
Orson D. Munn,
as an individual
2/8/00
____________________
Date
Agreement
The undersigned hereby agree pursuant to the provisions of Rule 13d-1(k)(1)(iii) under the Securities and Exchange Act of 1934 that the Schedule 13G to which this Agreement is attached is filed on behalf of each of the undersigned.
Munn, Bernhard & Associates, Inc.
By: /s/ Gerald Rosenberg /s/ Thomas N. Barr
__________________________ _______________________
Name: Gerald Rosenberg Thomas N. Barr,
Title: Vice President as an individual
/s/ Robert A. Bernhard
________________________
Robert A. Bernhard,
as an individual
/s/ Robert A. Geddes
________________________
Robert A. Geddes,
as an individual
/s/ Benjamin Grosscup
________________________
P. Benjamin Grosscup,
as an individual
/s/ Henry J. Langworthy
________________________
Henry J. Langworthy,
as an individual
/s/ Christine J. Munn
________________________
Christine J. Munn,
as an individual
/s/ Orson D. Munn
________________________
Orson D. Munn,
as an individual
2/8/00
____________________
Date
01811.001 #149127
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