<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5 )*
------
Microdyne Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
595067-10-9
--------------------------------------------------------
(CUSIP Number)
Curtis M. Coward, Esquire
McGuire, Woods, Battle & Boothe, L. L. P.
8280 Greensboro Drive, Suite 900, McLean, Virginia 22070
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
3-10-95
---------------------------------------------------------
(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 / /.
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 13d-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> 2
SCHEDULE 13D
CUSIP No. 595067-10-9 Page 2 of 8 Pages
- -------------------------------------------------------------------------------
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Philip T. Cunningham
###-##-####
- -------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group* (a)/ /
2 (b)/ /
- -------------------------------------------------------------------------------
SEC Use Only
3
Not applicable
- -------------------------------------------------------------------------------
Source of Funds*
4
Not applicable
- -------------------------------------------------------------------------------
Check Box if Disclosure of Legal Proceedings Is Required Pursuant
5 to Items 2(d) or 2(e) / /
Not applicable
- -------------------------------------------------------------------------------
Citizenship or Place of Organization
6
United States
- -------------------------------------------------------------------------------
NUMBER
Sole Voting Power
OF 7
6,149,946
SHARES --------------------------------------------------
Shared Voting Power
BENEFICIALLY 8
1,000,000
OWNED BY --------------------------------------------------
Sole Dispositive Power
EACH 9
6,149,946
REPORTING --------------------------------------------------
Shared Dispositive Power
PERSON 10
1,100,000
WITH
- -------------------------------------------------------------------------------
Aggregate Amount Benefically Owned by Each Reporting Person
11
7,149,946
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
- -------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13
60.4%
- -------------------------------------------------------------------------------
Type of Reporting Person*
14
IN
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP No. 595067-10-9 PAGE 3 of 8 PAGES
----------------- --- ---
- -------------------------------------------------------------------------------
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
The Philip T. Cunningham
Grantor Retained Annuity Trust I
- -------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group* (a)/ /
2 (b)/ /
- -------------------------------------------------------------------------------
SEC Use Only
3
Not applicable
- -------------------------------------------------------------------------------
Source of Funds*
4
Not applicable
- -------------------------------------------------------------------------------
Check Box if Disclosure of Legal Proceedings Is Required Pursuant
5 to Items 2(d) or 2(e) / /
Not applicable
- -------------------------------------------------------------------------------
Citizenship or Place of Organization
6
United States
- -------------------------------------------------------------------------------
NUMBER
Sole Voting Power
OF 7
SHARES --------------------------------------------------
Shared Voting Power
BENEFICIALLY 8
1,000,000
OWNED BY --------------------------------------------------
Sole Dispositive Power
EACH 9
REPORTING --------------------------------------------------
Shared Dispositive Power
PERSON 10
1,000,000
WITH
- -------------------------------------------------------------------------------
Aggregate Amount Benefically Owned by Each Reporting Person
11
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
- -------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13
8.45%
- -------------------------------------------------------------------------------
Type of Reporting Person*
14
00
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Page 4 of 8 Pages
This Amendment No. 5 to the Schedule 13D relates to the common stock, par
value $.10 per share, of Microdyne Corporation ("MICRODYNE"), the principal
executive offices of which are located at 3601 Eisenhower Avenue, Alexandria,
Virginia 22304.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Philip T. Cunningham, who is a
citizen of the United States and whose business address is 3601 Eisenhower
Avenue, Alexandria, Virginia 22304, and The Philip T. Cunningham Grantor
Retained Annuity Trust I.
Mr. Cunningham's present principal occupation is Chairman of the Board
of Directors, Chief Executive Officer and President of MICRODYNE. During the
last five (5) years, none of the Reporting Persons has (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which 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.
Mr. Cunningham is the sole trustee of the above-referenced trust,
which was formed under the laws of the state of Virginia. The trust was given
shares of common stock of MICRODYNE, and holds stock as trust property on
behalf of the beneficiaries thereof.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding to the end of the Item the following:
As of December 14, 1994, Philip T. Cunningham transferred to
Philip T. Cunningham, as Trustee on behalf of The Philip T. Cunningham
Charitable Remainder Annuity Trust, 350,000 shares of MICRODYNE Common
Stock. The purpose of transfer of shares of the trust, and the
subsequent sale of the stock by the trust, is to provide the Recipient
under this trust an annuity amount designated in the trust document,
and to provide certain designated charitable organizations with
whatever principal and income of the trust is remaining upon the death
of the Recipient.
As of July 1, 1994, Philip T. Cunningham delivered and
transferred to Philip T. Cunningham, Trustee of The
<PAGE> 5
Page 5 of 8 Pages
Philip T. Cunningham Grantor Retained Annuity Trust I, 1,000,000
shares of MICRODYNE common stock to have and hold such property to pay
the settler of the trust an annuity amount specified in the trust, and
to provide distributions to the settlers' children, or their lineal
descendants on the terms and conditions set forth in the trust
document.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended to read as follows:
a. The aggregate number of shares of MICRODYNE common
stock beneficially owned by Mr. Cunningham is 7,149,946, and
the percentage of MICRODYNE common stock owned by Mr.
Cunningham is 60.4%. Mr. Cunningham has sole power to the
common stock owned by him, except for (i) 100,000 shares which
Mr. Cunningham has sole voting power and shared dispositive
power and (ii) 1,000,000 shares of the common stock of
MICRODYNE, held by him as trustee of the Philip T. Cunningham
Grantor Retained Annuity Trust I, and voted by him as trustee.
Mr. Cunningham, as trustee to the Charitable Remainder Annuity
Trust held 350,000 shares of the common stock of MICRODYNE,
for which he retained voting power. All shares held by the
Charitable Remainder Annuity Trust have been sold in the
following transactions:
<TABLE>
<CAPTION>
Date Number of Shares Price Per Share
---- ---------------- ---------------
<S> <C> <C>
1/19/95 33,000 $13.68
1/20/95 25,000 $13.35
1/23/95 10,000 $12.875
1/24/95 33,000 $12.897
2/07/95 30,000 $12.6875
2/08/95 36,000 $13.215
2/22/95 100,000 $12.75
2/23/95 50,000 $12.75
2/28/95 33,000 $12.25
</TABLE>
All transactions were effected through Tucker,
Anthony, Incorporated, a market maker in MICRODYNE securities.
b. Pursuant to the terms of the Escrow Agreement
described in Item 6, of Schedule 13D dated 6/21/91, Mr.
Cunningham agreed to retain certain of the shares of MICRODYNE
common stock reflected
<PAGE> 6
Page 6 of 8 Pages
in this statement. Those shares have been released from such
escrow, as of June 1994.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Philip T. Cunningham, individually, serves as the trustee of the
Philip T. Cunningham Charitable Remainder Annuity Trust, and the Philip T.
Cunningham Grantor Retained Annuity Trust I. As trustee, he is vested with
voting power, as well as dispositive powers in connection with the shares which
are or were the property of the trust. Furthermore, pursuant to the terms of
the Philip T. Cunningham Grantor Retained Annuity Trust I, Philip T. Cunningham
may replace the shares of MICRODYNE common stock with property of equal value,
and remove such common stock from the trust.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following was filed as exhibits:
An agreement in writing permitting the filing of this statement on
behalf of Philip T. Cunningham and the Philip T. Cunningham Grantor Retained
Annuity Trust I.
<PAGE> 7
Page 7 of 8 Pages
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, correct and
complete.
Date: March 10, 1995
/s/ Philip T. Cunningham
------------------------------
Philip T. Cunningham
<PAGE> 8
Exhibit 1
JOINT FILING AGREEMENT
In accordancee with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D (including
amendments thereto) with respect to the common shares of Microdyne Corporation,
and further agree that this Joint Filing Agreement may be included as an
Exhibit to such Joint Filing. In evidence thereof the undersigned, being duly
authorized, hereby execute this Agreement.
Dated: March 10, 1995 By:/s/ Philip T. Cunningham
--------------------------------
Philip T. Cunningham
Philip T. Cunningham, Grantor
Retained Annuity Trust One
Dated: March 10, 1995 By:/s/ Philip T. Cunningham
--------------------------------
Philip T. Cunningham
Sole Trustee
Dated: March 10, 1995 By:/s/ Philip T. Cunningham
--------------------------------
Philip T. Cunningham
<PAGE> 9
----------------------------
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----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
------
Microdyne Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
595067-10-9
--------------------------------------------------------
(CUSIP Number)
Curtis M. Coward, Esq., McGuire, Woods, Battle & Boothe
8280 Greensboro Drive, McLean, Virginia 703/712-5385
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
February 18, 1994
---------------------------------------------------------
(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 / /.
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 13d-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> 10
SCHEDULE 13D
CUSIP No. 595067-10-9 PAGE 2 of 3 PAGES
----------------- --- ---
- -------------------------------------------------------------------------------
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Philip T. Cunningham
###-##-####
- -------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group* (a)/ /
2 (b)/ /
- -------------------------------------------------------------------------------
SEC Use Only
3
Not applicable
- -------------------------------------------------------------------------------
Source of Funds*
4
Not applicable
- -------------------------------------------------------------------------------
Check Box if Disclosure of Legal Proceedings Is Required Pursuant
5 to Items 2(d) or 2(e)
Not applicable
- -------------------------------------------------------------------------------
Citizenship or Place of Organization
6
United States
- -------------------------------------------------------------------------------
NUMBER
Sole Voting Power
OF 7
7,499,946
SHARES --------------------------------------------------
Shared Voting Power
BENEFICIALLY 8
OWNED BY --------------------------------------------------
Sole Dispositive Power
EACH 9
7,399,946
REPORTING --------------------------------------------------
Shared Dispositive Power
PERSON 10
100,000
WITH
- -------------------------------------------------------------------------------
Aggregate Amount Benefically Owned by Each Reporting Person
11
7,516,616
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
- -------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13
63.1%
- -------------------------------------------------------------------------------
Type of Reporting Person*
14
IN
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 11
Page 3 of 3 Pages
This Amendment No. 4 to the Schedule 13D relates to the common stock,
par value $. 10 per share, of Microdyne Corporation ("MICRODYNE"), the
principal executive offices of which are located at 207 S. Peyton Street,
Alexandria, Virginia 22314.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding to the end of the Item the following:
On February 18, 1994, Mr. Cunningham sold 1,540,054 shares of
common stock to MICRODYNE for an aggregate purchase price of
$8,470,297 pursuant to the Stock Purchase Agreement (the "Agreement")
attached as Exhibit 3 to Amendment No. 3 to this Schedule 13-D. The
purchase price of $5.50 per share was the same as the price paid to
shareholders who participated in the issuer tender concluded on the
same date.
Mr. Cunningham may dispose of additional shares in the future
depending upon his evaluation of the factors described in the first
paragraph of this Item.
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, correct and
complete.
Date: February 18, 1994.
/s/ PHILIP T. CUNNINGHAM
-------------------------
Philip T. Cunningham
<PAGE> 12
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
---
Microdyne Corporation
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
595067-10-9
------------------------------------
(CUSIP Number)
Curtis M. Coward, Esq., McGuire, Woods, Battle & Boothe
8280 Greensboro Drive, McLean, Virginia 703/712-5385
- ------------------------------------------------------------------------------
(Name. Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 4, 1994
--------------------------------------------------------------
(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 / /.
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 13d-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> 13
SCHEDULE 13D
CUSIP No. 595067-10-9 Page 2 of 4 Pages
- -------------------------------------------------------------------------------
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Philip T. Cunningham
###-##-####
- -------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group* (a)/ /
2 (b)/ /
- -------------------------------------------------------------------------------
SEC Use Only
3
Not applicable
- -------------------------------------------------------------------------------
Source of Funds*
4
Not applicable
- -------------------------------------------------------------------------------
Check Box if Disclosure of Legal Proceedings Is Required Pursuant
5 to Items 2(d) or 2(e) / /
Not applicable
- -------------------------------------------------------------------------------
Citizenship or Place of Organization
6
United States
- -------------------------------------------------------------------------------
NUMBER
Sole Voting Power
OF 7
9,040,000
SHARES --------------------------------------------------
Shared Voting Power
BENEFICIALLY 8
OWNED BY --------------------------------------------------
Sole Dispositive Power
EACH 9
8,940,000
REPORTING --------------------------------------------------
Shared Dispositive Power
PERSON 10
100,000
WITH
- -------------------------------------------------------------------------------
Aggregate Amount Benefically Owned by Each Reporting Person
11
9,040,000
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
- -------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13
64.4%
- -------------------------------------------------------------------------------
Type of Reporting Person*
14
IN
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 14
Page 3 of 14 Pages
This Amendment No. 3 to the Schedule 13D relates to the common stock,
par value $.10 per share, of Microdyne Corporation ("MICRODYNE"), the principal
executive offices of which are located at 207 S. Peyton Street, Alexandria,
Virginia 22314.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding to the end of the Item the following:
On January 4, 1994, Mr. Cunningham and MICRODYNE entered into
the Stock Purchase Agreement attached as Exhibit 3 to this statement,
pursuant to which MICRODYNE has agreed to purchase from Mr. Cunningham
the number of common shares representing an aggregate purchase price
of $7,680,000 at the same purchase price per share to be paid to
shareholders participating in the issuer tender offer further
described in Schedule 13E-4 filed with the Securities Exchange
Commission on January 4, 1994 ("Tender Offer"). In the event that the
total purchase price of the shares purchased by MICRODYNE in the
Tender Offer is less than $4,320,000, at MICRODYNE's election, it may
also purchase from Mr. Cunningham the additional number of shares at
the same purchase price per share representing the difference between
$4,320,000 and the actual aggregate purchase price of shares purchased
in the Tender Offer.
Mr. Cunningham may dispose of additional shares in the future
depending upon his evaluation of the factors described in the first
paragraph of this Item.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is amended by adding the following the end of the Item:
On August 30, 1993, Mr. Cunningham and Robert L. Cantor, a
director of MICRODYNE, cancelled the Option Agreement dated October 7,
1991, and entered into a new Option Agreement pursuant to which Mr.
Cunningham granted to Mr. Cantor the right to acquire up to 100,000
shares of the common stock owned by Mr. Cunningham. The new Option
Agreement is attached as Exhibit 4 to this statement.
<PAGE> 15
Page 4 of 14 pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended to add the following:
(3) Stock Purchase Agreement dated January 4, 1994
between MICRODYNE and Philip T. Cunningham.
(4) Stock Option Agreement dated August 30, 1993 made by
Philip T. Cunningham in favor of Robert L. Cantor.
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, correct and
complete.
Date: January 7, 1994.
/s/ Philip T. Cunningham
------------------------------
Philip T. Cunningham
<PAGE> 16
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------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
------
Microdyne Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
595067-10-9
--------------------------------------------------------
(CUSIP Number)
Curtis M. Coward, Esq., McGuire, Woods, Battle & Boothe
8280 Greensboro Drive, McLean, Virginia 22102 703-712-5385
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 24, 1992
---------------------------------------------------------
(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 / /.
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 13d-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> 17
SCHEDULE 13D
CUSIP No. 595067-10-9 PAGE 2 of 5 PAGES
----------------- --- ---
- -------------------------------------------------------------------------------
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Philip T. Cunningham
###-##-####
- -------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group* (a)/ /
2 (b)/ /
- -------------------------------------------------------------------------------
SEC Use Only
3
- -------------------------------------------------------------------------------
Source of Funds*
4
P
- -------------------------------------------------------------------------------
Check Box if Disclosure of Legal Proceedings Is Required Pursuant
5 to Items 2(d) or 2(E)
- -------------------------------------------------------------------------------
Citizenship or Place of Organization
6
United States
- -------------------------------------------------------------------------------
NUMBER
Sole Voting Power
OF 7
9,040,000
SHARES --------------------------------------------------
Shared Voting Power
BENEFICIALLY 8
OWNED BY --------------------------------------------------
Sole Dispositive Power
EACH 9
8,940,000
REPORTING --------------------------------------------------
Shared Dispositive Power
PERSON 10
100,000
WITH
- -------------------------------------------------------------------------------
Aggregate Amount Benefically Owned by Each Reporting Person
11
9,040,000
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
- -------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13
65.9%
- -------------------------------------------------------------------------------
Type of Reporting Person*
14
IN
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 18
Page 3 of 5 Pages
This Amendment No. 2 to the Schedule 13D relates to the common stock,
par value $.10 per share, of Microdyne Corporation ("MICRODYNE"), the principal
executive offices of which are located at 207 S. Peyton Street, Alexandria,
Virginia 22314.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding to the end of the Item the following:
As discussed in Item 5, from February 18, 1992, to the date of
this Amendment, Mr. Cunningham sold 210,000 shares of MICRODYNE common
stock. On February 24, 1992, Mr. Cunningham determined not to make
further sale of shares during the "window period" which commenced
February 18, 1992 and ends March 3, 1992. Mr. Cunningham may dispose
of additional shares in the future depending upon his evaluation of
the factors described in the first paragraph of this Item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended to read as follows:
The aggregate number of shares of MICRODYNE common stock owned
by Mr. Cunningham is 9,040,000, and the percentage of MICRODYNE common
stock owned by Mr. Cunningham is 65.9%. Mr. Cunningham has sole power
to vote and sole power to dispose of all of the MICRODYNE common stock
owned by him, except for 100,000 shares subject to an option described
in Item 6, below, as to which Mr. Cunningham has sole voting power and
shared dispositive power. Pursuant to the terms of the Escrow
Agreement described in Item 6, Mr. Cunningham has agreed to retain
certain of the shares of MICRODYNE common stock reflected in this
statement.
During the past 60 days, Mr. Cunningham effected the following
transactions:
<TABLE>
<CAPTION>
Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
2/18/92 10,000 $12.00
2/21/92 100,000 11.25
2/24/92 100,000 11.25
</TABLE>
<PAGE> 19
Page 4 of 5 Pages
All transactions were effected through Morgan Stanley & Co.
Incorporated, a market maker in MICRODYNE securities.
<PAGE> 20
Page 5 of 5 Pages
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, correct and
complete.
Date: February 25, 1992.
/s/ PHILIP T. CUNNINGHAM
---------------------------
Philip T. Cunningham
<PAGE> 21
------------------------------
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------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
------
Microdyne Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
595067-10-9
--------------------------------------------------------
(CUSIP Number)
Curtis M. Coward, Esq., McGuire, Woods, Battle & Boothe
8280 Greensboro Drive, McLean, Virginia 22102 703-712-5385
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
February 21, 1992
---------------------------------------------------------
(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 / /.
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 13d-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> 22
SCHEDULE 13D
CUSIP No. 595067-10-9 PAGE 2 of 10 PAGES
----------------- --- ----
- -------------------------------------------------------------------------------
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Philip T. Cunningham
###-##-####
- -------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group* (a)/ /
2 (b)/ /
- -------------------------------------------------------------------------------
SEC Use Only
3
- -------------------------------------------------------------------------------
Source of Funds*
4
P
- -------------------------------------------------------------------------------
Check Box if Disclosure of Legal Proceedings Is Required Pursuant
5 to Items 2(d) or 2(E)
- -------------------------------------------------------------------------------
Citizenship or Place of Organization
6
United States
- -------------------------------------------------------------------------------
NUMBER
Sole Voting Power
OF 7
9,140,000
SHARES --------------------------------------------------
Shared Voting Power
BENEFICIALLY 8
OWNED BY --------------------------------------------------
Sole Dispositive Power
EACH 9
9,040,000
REPORTING --------------------------------------------------
Shared Dispositive Power
PERSON 10
100,000
WITH
- -------------------------------------------------------------------------------
Aggregate Amount Benefically Owned by Each Reporting Person
11
9,140,000
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
- -------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13
66.6
- -------------------------------------------------------------------------------
Type of Reporting Person*
14
IN
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 23
Page 3 of 10 Pages
This Amendment No. 1 to the Schedule 13D relates to the common stock,
par value $.10 per share, of Microdyne Corporation ("MICRODYNE"), the principal
executive offices of which are located at 207 S. Peyton Street, Alexandria,
Virginia 22314.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding to the end of the Item the following:
On February 18, 1992, Mr. Cunningham filed with the Securities
and Exchange Commission a Form 144 setting forth his intention to sell
400,000 shares of Microdyne common stock. Subject to the factors
described in the first paragraph of this Item, Mr. Cunningham intends
to effect further sales of Microdyne common stock, up to the amount
set forth in his Form 144, during Microdyne's "window period" which
commenced February 18, 1992 and ends March 3, 1992, and during any
subsequent window period which occurs during the 90 day period
following February 18, 1992.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended to read as follows:
The aggregate number of shares of MICRODYNE common stock owned
by Mr. Cunningham is 9,140,000, and the percentage of MICRODYNE common
stock owned by Mr. Cunningham is 66.6%. Mr. Cunningham has sole power
to vote and sole power to dispose of all of the MICRODYNE common stock
owned by him, except for 100,000 shares subject to an option described
in Item 6, below, as to which Mr. Cunningham has sole voting power and
shared dispositive power. Pursuant to the terms of the Escrow
Agreement described in Item 6, Mr. Cunningham has agreed to retain
certain of the shares of MICRODYNE common stock reflected in this
statement.
On February 18, 1992, Mr. Cunningham sold 10,000 shares of
MICRODYNE common stock at a price of $12.00 per share and, on February
21, 1992, Mr. Cunningham sold 100,000 shares at a price of $11.25. All
transactions were effected through Morgan Stanley & Co. Incorporated,
a market maker in MICRODYNE securities. Other than the transactions
described in the preceding
<PAGE> 24
Page 4 of 10 Pages
sentences, Mr. Cunningham has not effected any transactions in
MICRODYNE common stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended by adding the following to the end of
the Item:
On October 7, 1991, Mr. Cunningham and Robert L. Cantor, a
director of MICRODYNE, entered into an option Agreement pursuant to
which Mr. Cunningham granted to Mr. Cantor the right to acquire up to
100,000 shares of the common stock owned by Mr. Cunningham (the
"Option Agreement"). The Option Agreement provides, among other
things, that Mr. Cantor may not exercise his right to acquire shares
prior to January 1, 1992, and also provides that Mr. Cantor's right to
acquire shares vests in accordance with the following schedule: 33,334
shares on October 7, 1991, and an additional 33,333 shares on each of
October 30, 1992 and October 30, 1993. Unvested options may be earlier
terminated if Mr. Cantor is discharged as financial advisor to Mr.
Cunningham. The preceding description of the Option Agreement is
intended only as a summary; the Option Agreement is attached as
Exhibit 2 to this statement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended to add the following:
(2) Option Agreement dated October 7, 1991 made by Philip
T. Cunningham in favor of Robert L. Cantor.
<PAGE> 25
Page 5 of 10 Pages
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, correct and
complete.
Date: February 24, 1992.
/S/ PHILIP T. CUNNINGHAM
----------------------------
Philip T. Cunningham
<PAGE> 26
----------------------------
OMB APPROVAL
----------------------------
OMB Number: 3235-0145
Expires: August 31, 1991
Estimated average burden
hours per response ... 14.90
----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
------
MICRODYNE CORP
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
595067109
--------------------------------------------------------
(CUSIP Number)
CHRISTOPHER M. MAGINNISS, 207 S. PEYTON ST. ALEXANDRIA, VA 22314 703-739-0500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
6/21/91
---------------------------------------------------------
(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 / /.
Check the following box if a fee is being paid with the 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 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 13d-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> 27
SCHEDULE 13D
CUSIP No. 595067109 PAGE 2 of 7 PAGES
----------------- --- ---
- -------------------------------------------------------------------------------
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Philip T. Cunningham
###-##-####
- -------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group* (a)/ /
2 (b)/ /
Not Applicable
- -------------------------------------------------------------------------------
SEC Use Only
3
- -------------------------------------------------------------------------------
Source of Funds*
4
OO - OTHER CONSIDERATION
- -------------------------------------------------------------------------------
Check Box if Disclosure of Legal Proceedings Is Required Pursuant
5 to Items 2(d) or 2(e) / /
Not applicable
- -------------------------------------------------------------------------------
Citizenship or Place of Organization
6
United States Citizen
- -------------------------------------------------------------------------------
NUMBER
Sole Voting Power
OF 7
9,250,000
SHARES --------------------------------------------------
Shared Voting Power
BENEFICIALLY 8
None
OWNED BY --------------------------------------------------
Sole Dispositive Power
EACH 9
9,250,000
REPORTING --------------------------------------------------
Shared Dispositive Power
PERSON 10
None
WITH
- -------------------------------------------------------------------------------
Aggregate Amount Benefically Owned by Each Reporting Person
11
9,250,000
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
Not Applicable
- -------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13
68.6%
- -------------------------------------------------------------------------------
Type of Reporting Person*
14
IN - INDIVIDUAL
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 28
Page 3 of 7 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.10 per share,
of MICRODYNE Corporation ("MICRODYNE"), the principal executive offices of
which are located at 207 S. Peyton Street, Alexandria, Virginia 22314.
Item 2. Identity and Background.
The person filing this statement is Philip T. Cunningham, who is a
citizen of the Unitied States and whose business address is 207 S. Peyton
Street, Alexandria, Virginia 22314.
Mr. Cunningham's present principal occupation is Chairman of the Board
of Directors, Chief Executive Officer and President of MICRODYNE. Mr.
Cunningham has not, during the last five (5) years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which proceeding was or is subject to
a judgement, 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.
Mr. Cunningham, formerly the sole stockholder of Federal Technology
Corporation, a Virginia corporation ("FTC"), acquired the shares of MICRODYNE
common stock reflected in this statement in exchange for his FTC common stock
as a result of the merger of MICRODYNE and FTC (the "Merger"). The Merger was
approved by the stockholders of MICRODYNE on June 20, 1991, and became
effective June 21, 1991.
Item 4. Purpose of Transaction.
Mr. Cunningham intends to continuously review his position with respect
to MICRODYNE. Although Mr. Cunningham has no present plans to immediately
dispose of any of the shares of MICRODYNE common stock reflected in this
statement, depending upon the market for MICRODYNE shares and his evaluation
of other factors, such as MICRODYNE'S results of operations, financial
condition and prospects, and the value of MICRODYNE relative to other
investment alternatives and general economic and political conditions, Mr.
Cunningham may determine to dispose of a portion of the shares of MICRODYNE
common stock now owned or hereafter acquired by Mr. Cunningham.
<PAGE> 29
Page 4 of 7 Pages
In disposing of the MICRODYNE common stock reflected in this
statement, depending on a variety of factors including, without limitation,
those referred to in the preceding paragraph, Mr. Cunningham may elect to
effect a secondary distribution of any or all of such shares pursuant to a
registration statement under the Securities Act of 1933. In the absence of
such registration, Mr. Cunningham will be required to sell his MICRODYNE common
stock in complinace with Rule 144 under the Securities Act of 1933.
Pursuant to the terms of the Escrow Agreement described in Item 6,
Mr. Cunningham has agreed to retain certain of the shares of MICRODYNE common
stock reflected in this statement. In addition, the Escrow Agreement may
require the estate or legal representative of Mr. Cunningham to dispose of
certain shares of MICRODYNE common stock owned by Mr. Cunningham in the event
of the death of Mr. Cunningham.
Mr. Cunningham has no present plans which relate to or would result
in any extraordinary transaction involving MICRODYNE (including a sale or
transfer of a material amount of MICRODYNE's assets), changes in the Board of
Directors, management, present capitalization, dividend policy, business or
corporate structure of MICRODYNE, or similar actions.
ITEM 5. INTEREST IN SECURITES OF THE ISSUER.
The aggregate number of shares of MICRODYNE common stock owned by
Mr. Cunningham is 9,250,000, and the percentage of MICRODYNE common stock owned
by Mr. Cunningham is 68.6%. Mr. Cunningham has sole power to vote and sole
power to dispose of all of the MICRODYNE common stock owned by him. Pursuant
to the terms of the Escrow Agreement described in Item 6, Mr. Cunningham has
agreed to retain certain of the shares of MICRODYNE common stock reflected in
this statement. Mr. Cunningham has not affected any transactions in MICRODYNE
common stock during the past 60 days, other than the acquisition of MICRODYNE
common stock in connection with the Merger.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The merger agreement between FTC and MICRODYNE required that FTC
have in place at the closing of the Merger a binder for a life insurance policy
on Mr. Cunningham in the amount of $5,000,000. FTC and MICRODYNE agreed, due
to the disproportionate cost of such insurance, to substitute for the policy
the Escrow Agreement.
<PAGE> 30
Page 5 of 7 Pages
dated June 21, 1991 among Mr. Cunningham, MICRODYNE and Hunton & Williams (the
"Escrow Agent"). The following description of the Escrow Agreement is intended
only as a summary; the Escrow Agreement is attached as Exhibit 1 to this
statement.
Pursuant to the Escrow Agreement, Mr. Cunningham delivered to the
Escrow Agent at the closing of the Merger certificates representing 500,000
shares of MICRODYNE common Stock (the "Initial Escrowed Shares"). Mr.
Cunningham agreed to retain sole beneficial interest in the "Escrowed Shares"
(which term is defined to include the Initial Escrowed Shares plus any further
shares required to be deposited with the Escrow Agent by the Escrow Agreement)
until the "Termination Date."
The "Termination Date" is defined in the Escrow Agreement to mean the
earlier of (i) the third anniversary date of the Escrow Agreement, (ii) a
"change in control" (as defined in the Escrow Agreement) of MICRODYNE, (iii)
the date of death of Mr. Cunningham or (iv) the date MICRODYNE obtains at its
expense a life insurance policy of Mr. Cunningham in the amount of $5,000,000
payable to MICRODYNE as the sole beneficiary and with at least a one-year term.
The market value of the Escrowed Shares is to be reevaluated on or
about every January 2 and July 1 of each year, commencing January 2, 1992 (a
"Reevaluation Date"). On each Reevaluation Date, the Escrow Agency is required
to determine the market value of the Escrowed Shares based upon the average
closing price of the MICRODYNE common stock for the 15 business days prior to
the Reevaluation Date. If the market value of the Escrowed Shares is less than
$5,000,000, Mr. Cunningham is required to deposit with the Escrow Agent
certificates representing that number of full shares of MICRODYNE common
stock with a market value at least equal to the difference between $5,000,000
and the market value of the Escrowed Shares. If the market value of the
Escrowed Shares exceeds $5,500,000, that number of full shares which most
closely represents the excess of the market value over $5,500,000 is required
to be returned to Mr. Cunningham.
For the purposes of complying with his obligations to deliver shares
under the Escrow Agreement, Mr. Cuningham is required to retain registered in
his name, free and clear of all liens, claims or other encumbrances,
certificates representing 300,000 shares of MICRODYNE common stock (the
"Reserved Shares"). The Reserved Shares are in addition to the Initial Escrowed
Shares. Mr. Cunningham also agreed to retain sole beneficial interest in the
Reserved Shares until the Termination Date. Notwithstanding the foregoing, the
Escrow Agreement provides that the number of Escrowed Shares and Reserved
Shares at any given time shall not exceed 1,250,000.
<PAGE> 31
Page 6 of 7 Pages
If the termination Date is the third anniversary of the date of the Escrow
Agreement, or if the Escrow Agreement is terminated for any reason other than
the death of Mr. Cunningham, the Escrow Agent is required to release the
Escrowed Shares to obligations under the Escrow Agreement.
If the Termination Date is the date of death of Mr. Cunningham,
the Escrow Agent is required to perform a final evaluation of the market value
of the Escrowed Shares based upon the average closing price of the MICRODYNE
common for 15 business days beginning on the fifth business day after the public
announcement of the death of Mr. Cunningham. If the market value of the
Escrowed Shares is less than $5,000,000, the estate or legal representative of
Mr. Cunningham is required to deposit with the Escrow Agent certificates
representing that number of full shares of MICRODYNE common stock with a
market value at least equal to the difference between $5,000,000 and the market
value of the Escrowed Shares. The Escrowed Shares, plus any shares required to
be delivered by the estate or legal representative of Mr. Cunningham, then
become the sole property of MICRODYNE and may be retained or disposed of as
determined by the Board of Directors of MICRODYNE. The Escrow Agreement
provides that the number of Escrowed Shares plus the number of shares required
to be delivered by the estate or legal representative of Mr. Cunningham shall
not exceed 1,250,000. If the market value of the Escrowed Shares exceeds
$5,500,000, that number of full shares which most closely represents the
excess of the market value over $5,000,000 is required to be returned to the
estate or legal representative of Mr. Cunningham, and all of the Escrowed
Shares not returned to Mr. Cunningham become the sole property of MICRODYNE
and may be retained or disposed of as determined by the Board of Directors of
MICRODYNE.
Mr. Cunningham has the sole and exclusive right to vote the Escrowed
Shares and to receive dividends and other distributions on the Escrowed Shares
until the Termination Date.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(1) Escrow Agreement dated June 21, 1991 among Mr. Cunningham,
MICRODYNE and Hunton & Williams.
<PAGE> 32
Page 7 of 7 Pages
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,
correct and complete.
Date: June 28, 1991.
/s/ PHILIP T. CUNNINGHAM
----------------------------------
Philip T. Cunningham
