SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
LOGIMETRICS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
541410106
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
950 Third Avenue Lowenstein, Sandler, Kohl,
Twentieth Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 421-2600 Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 7, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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 |X|. (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 less than five percent 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-1(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).
<PAGE>
1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions): WC
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
________________________________________________________________________________
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 5,084,760*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 64%*
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14) Type of Reporting Person (See
Instructions): IA, IN
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* Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"),
owns 30 Units of LogiMetrics, Inc., each Unit consisting of
(i) a 12% Convertible Senior Subordinated Debenture convertible
into 84,746 shares of LogiMetrics, Inc. common stock and (ii) a Series C
Warrant to purchase 84,746 shares of LogiMetrics, Inc. common stock.
Stephen Feinberg possesses sole voting and investment control over
all securities owned by Cerberus. For more information on the
determination of the number of shares of LogiMetrics, Inc. common
stock and the calculation of the percentage ownership set forth herein,
see Item 5.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per
share, of LogiMetrics, Inc., whose principal executive offices are located at
121-03 Dupont Street, Plainview, NY 11803.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose
business address is 950 Third Avenue, Twentieth Floor, New York, New York 10022.
Mr. Feinberg serves as the general partner of Cerberus Associates, L.P.,
the general partner of Cerberus Partners, L.P. ("Cerberus"). Cerberus is
engaged in the investment in personal property of all kinds, including but
not limited to capital stock, depository receipts, investment
companies, mutual funds, subscriptions, warrants, bonds, notes,
debentures, options and other securities of whatever kind and nature.
Mr. Feinberg has never been convicted in any criminal proceeding,
nor has he been a party to any civil proceeding commenced before a judicial
or administrative body of competent jurisdiction as a result of which he
was or is now 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. Mr. Feinberg is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase Units of LogiMetrics, Inc. on behalf
of Cerberus come directly from the net assets of Cerberus.
Item 4. Purpose of Transaction.
The acquisition of the Units referred to in Item 5 is solely for
investment purposes on behalf of Cerberus. Stephen Feinberg has no present
plans or intentions which relate to or would result in any of the
transactions required to be described in Item 4 of Schedule 13D.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon information provided to Cerberus by management of
LogiMetrics, Inc., as of March 7, 1996 there were issued and
outstanding 2,860,602 shares of common stock of LogiMetrics, Inc. As
of March 7, 1996, Cerberus owned 30 Units of LogiMetrics, Inc., each Unit
consisting of (i) a 12% Convertible Senior Subordinated Debenture
convertible into 84,746 shares of LogiMetrics, Inc. common stock and
(ii) a Series C Warrant to purchase 84,746 shares of LogiMetrics, Inc.
common stock. Therefore, pursuant to Rule 13d-3, Cerberus owns 5,084,760
of 7,945,362 shares of LogiMetrics, Inc. common stock deemed outstanding,
or 64% of the total deemed outstanding. Stephen Feinberg possesses sole
power to vote and direct the disposition of all securities of
LogiMetrics, Inc. owned by Cerberus.
The only transaction by Cerberus in securities of LogiMetrics,
Inc. during the past sixty days is as follows: On March 7, 1996, Cerberus
Partners, L.P. purchased from LogiMetrics, Inc. in a private sale the
30 Units referred to above at a price of $50,000 per Unit. There have
been no other transactions by Cerberus in securities of LogiMetrics, Inc.
during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar
relationships exist with respect to the shares of common stock or
other securities of LogiMetrics, Inc. between Stephen Feinberg and
any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
March 18, 1996
/s/ Stephen Feinberg
Stephen Feinberg, in his capacity as
the general partner of Cerberus
Associates, L.P., the general
partner of Cerberus Partners, L.P.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
