MERRIMAC INDUSTRIES INC
SC 13D/A, 1995-10-20
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 2)(1)

                            MERRIMAC INDUSTRIES, INC.
- --------------------------------------------------------------------------------
                                (Name of issuer)

                          COMMON STOCK, $.50 PAR VALUE
- --------------------------------------------------------------------------------
                         (Title of class of securities)

                                   590262-10-1
- --------------------------------------------------------------------------------
                                 (CUSIP number)

                              VICTOR PAUL TERRANOVA
                              602 Nottingham Court
                            Norwood, New Jersey 07648
- --------------------------------------------------------------------------------
                  (Name, address and telephone number of person
                authorized to receive notices and communications)

                                OCTOBER 10, 1995
- --------------------------------------------------------------------------------
             (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.

                         (Continued on following pages)

                               (Page 1 of 4 Pages)
- --------

(1)      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 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      NAME OF REPORTING PERSONS
           S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

                    VICTOR PAUL TERRANOVA
                    PAUL TERRANOVA
- --------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                     (b) / /
- --------------------------------------------------------------------------------
    3      SEC USE ONLY

- --------------------------------------------------------------------------------
    4      SOURCE OF FUNDS

- -------------------------------------------------------------------------------
    5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
           PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- -------------------------------------------------------------------------------
    6      CITIZENSHIP OR PLACE OR ORGANIZATION

                    UNITED STATES
- -------------------------------------------------------------------------------
  NUMBER OF        7          SOLE VOTING POWER
    SHARES
 BENEFICIALLY                          69,165
   OWNED BY   -----------------------------------------------------------------
     EACH     
  REPORTING        8          SHARED VOTING POWER
 PERSON WITH  
                                       -0-
              -----------------------------------------------------------------
                   9          SOLE DISPOSITIVE POWER

                                       69,165
              -----------------------------------------------------------------
                  10          SHARED DISPOSITIVE POWER

                                       -0-
- -------------------------------------------------------------------------------
   11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
           PERSON

                    69,165
- -------------------------------------------------------------------------------
   12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
           CERTAIN SHARES*                                               / /
- -------------------------------------------------------------------------------
   13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    4.0%
- -------------------------------------------------------------------------------
   14      TYPE OF REPORTING PERSON*

                    IN
===============================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

         This is a joint filing of Mr. Victor Paul  Terranova  ("V.  Terranova")
and Mr. Paul Terranova ("P.  Terranova"  and,  together with V.  Terranova,  the
"Reporting Persons").  With respect to V. Terranova,  this constitutes Amendment
No. 2 to the  Schedule 13D filed by him on July 11, 1991 as amended by Amendment
No. 1 jointly filed by the Reporting  Persons on October 14, 1994.  With respect
to P. Terranova,  this constitutes  Amendment No. 1 to the Schedule 13D filed by
jointly  filed by the  Reporting  Persons on October  14,  1994.  The  Reporting
Persons  may  be  considered  to be a  group  under  Rule  13d-1-(f)  under  the
Securities Exchange Act of 1934.

Item 4.  Purpose of Transaction.

         The Reporting Persons having disposed of a significant portion of their
holdings  of Common  Stock of the  Issuer  as  described  in Item 5 below.  With
respect to their  remaining  shares of the Issuer,  the  Reporting  Persons may,
based upon an evaluation of the Issuer's  financial  condition,  operations  and
future  plans,  (a)  attempt to dispose  of the  Shares in the open  market,  in
privately negotiated transactions or otherwise, to one or more persons which may
include the Issuer,  (b) acquire  additional  shares of common stock in the open
market  in  privately  negotiated  transactions  or  otherwise,  or  (c)  take a
combination of such actions.

         Except as stated  herein,  the Reporting  Persons do not presently have
any other proposals or plans which would result in any event listed in items (a)
through (c) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

         On June 12,  1995,  P.  Terranova  sold 2,000 shares of the Issuer at a
price of $11.00 per share.  On June 17, 1995, P.  Terranova sold 4,000 shares of
the Issuer, 2,000 of which were sold at a price of $11.25 per share and 2,000 of
which  were sold at a price of $11.50  per  share.  On  September  5,  1995,  P.
Terranova  sold 1,500  shares of the  Issuer at a price of $10.50 per share.  On
September 7, 1995,  P.  Terranova  sold 3,035 shares of the Issuer at a price of
$10.50 per share.  On October 10, 1995, V.  Terranova  sold 90,000 shares to the
Issuer at a price of $11.50 per share.  On October  17, 1995 P.  Terranova  sold
40,000 shares of the Issuer at a price of $11.50 per share.  On October 17, 1995
V. Terranova sold 20,000 shares of the Issuer at a price of $11.50 per share.

         The  aggregate  number of the Common  Shares  beneficially  owned by P.
Terranova  and V.  Terranova is 69,165  constituting  approximately  4.0% of the
Common  Shares  outstanding,  based on the  Issuer's  Form 10QSB  filing for the
period ended June 17, 1995.

<PAGE>

                                    SIGNATURE


         After  reasonable  inquiry and to the best of my knowledge  and belief,
the  undersigned  certifies that the  information set forth in this statement is
true, complete and correct.

Dated:   October 18, 1995

                                        /s/ Victor Paul Terranova
                                        -------------------------
                                        VICTOR PAUL TERRANOVA

                                        /s/ Paul Terranova, by Victor Paul
                                        ----------------------------------
                                        Terranova, attorney-in-fact
                                        PAUL TERRANOVA, BY VICTOR PAUL
                                        TERRANOVA, ATTORNEY-IN-FACT



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