UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
NAME OF ISSUER: The Diana Corporation
TITLE OF CLASS OF SECURITIES: Common Stock, $1.00 Par Value
CUSIP NUMBER: 809180-10-2
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS:
Richard Y. Fisher
8200 West Brown Deer Road, Suite 200
Milwaukee, WI 53223
(414) 355-0037
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: 12/12/94
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-l(b)(3) or
(4), check the following box ___.
Check the following box if a fee is being paid with the statement
___. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule l3d-l(a) for other parties
to whom copies are to be sent.
*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 on 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).
SCHEDULE l3D
CUSIP No. 809180-10-2 Page 2 of 4 Pages
1. NAME OF REPORTING PERSON: Richard Y. Fisher
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS: 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 781,645
8. SHARED VOTING POWER: 26,338
9. SOLE DISPOSITIVE POWER: 781,645
10. SHARED DISPOSITIVE POWER: 26,338
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 807,893
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ____.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.4%
14. TYPE OF REPORTING PERSON: IN
This filing amends and restates the Schedule 13D, as
amended, filed by Richard Y. Fisher with respect to his ownership
of the Common Stock of The Diana Corporation.
Item 1. Security and Issuer.
This amendment relates to the shares of Common Stock,
$1.00 par value per share ("Shares"), of The Diana Corporation
("Diana"). The principal executive offices of Diana are located at
8200 West Brown Deer Road, Suite 200, Milwaukee, Wisconsin 53223.
Item 2. Identity and Background.
This amendment is being filed by Richard Y. Fisher
("Fisher"). Mr. Fisher's business address is 8200 West Brown Deer
Road, Suite 200, Milwaukee, Wisconsin 53223. Mr. Fisher is the
Chairman of the Board of Diana. He is also a U.S. citizen.
During the last five years, Mr. Fisher has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to 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.
Item 3. Source and Amount of Funds or Other Consideration.
In the past, Mr. Fisher has used personal funds in
connection with his acquisition of Shares.
Item 4. Purpose of Transaction.
Mr. Fisher is Chairman of the Board of Diana. Mr.
Fisher's ownership or acquisition of Shares could facilitate Mr.
Fisher's continuing ability to exert significant influence or
control over Diana.
Mr. Fisher may, among other things, acquire additional
Shares (in open market or privately negotiated transactions or
otherwise), receive options, stock or other equity interests
directly from Diana as compensation for services or otherwise, or
dispose of Shares on terms acceptable to Mr. Fisher from time to
time.
Except as set forth herein, Mr. Fisher has no current
plan or proposal with respect to any of the matters set forth in
paragraphs (a)-(j) of Item 4 of Schedule 13D, but Mr. Fisher
reserves all rights with respect to any future plans or proposals.
Item 5. Interest in Securities of the Issue.
(a)-(c) Information concerning Mr. Fisher's beneficial
ownership of Shares is incorporated herein from
Items 7-10, 11 and 13 of the cover page of this
amendment.
An aggregate of 26,338 Shares are owned by Mr.
Fisher's spouse or adult children. Mr. Fisher is
shown to have shared voting and dispositive power
over such shares, but this filing should not be
considered an admission that Mr. Fisher is the
beneficial owner of such Shares for purposes of
Section 13(d) or Section 16 of the Securities
Exchange Act of 1934, as amended, or otherwise.
Since the most recent filing of any amendment to
Schedule 13D, Mr. Fisher acquired the following
Shares:
Number of Description of Price
Date Shares Transaction Per Share
08/27/93 1,800 Open market purchase of $ 5.17
Shares by adult son
10/15/93 36,642 5% stock dividend ---
07/20/94 38,474 5% stock dividend ---
On December 12, 1994, 1,984 Shares were transferred from
Mr. Fisher's adult son to Mr. Fisher's spouse for $7.00 per share.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings and Relationships
with Respect to Securities of the Issue.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Signature
After reasonable inquiry, to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
June 6, 1995 /s/ Richard Y. Fisher
Richard Y. Fisher
