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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. )*
Merrimac Industries, Inc.
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(Name of Issuer)
Common Stock, $.50 par value
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(Title of Class of Securities)
59026210
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(CUSIP Number)
Thomas C. Meriam, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 408-5100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(See discussion in Item 1)
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(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).
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SCHEDULE 13D
CUSIP No. 59026210 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur A. Oliner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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 of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 152,764 shares of Common Stock, $.50 par value
("Common Stock"), see Item 5, Interest in Securities
of the Issuer
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY - 0 -
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
152,764 shares of Common Stock, $.50 par value
("Common Stock"), see Item 5, Interest in Securities
of the Issuer
PERSON
10 SHARED DISPOSITIVE POWER
WITH
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,764 shares of Common Stock, $.50 par value ("Common Stock"),
see Item 5, Interest in Securities of the Issuer
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% See Item 5, Interest in Securities of the Issuer
14 TYPE OF REPORTING PERSON*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. 59026210 13D Page 3 of 7 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, $.50 par value (the "Common
Stock") of Merrimac Industries, Inc., a New Jersey Corporation ("Merrimac"), the
principal executive offices of which are located at 41 Fairfield Place, West
Caldwall, New Jersey 07006.
The Reporting Person is filing this statement to disclose the ownership
of Common Stock that has been disclosed previously in Merrimac's proxy
statements. Aside from a purchase of 5,000 shares of Common Stock in 1993, the
Reporting Person has made no significant acquisitions of the Common Stock since
he acquired shares of Common Stock as a founder of Merrimac in 1954. See Item 5
below.
Item 2. Identity and Background.
This statement is being filed on behalf of Dr. Arthur A. Oliner
(hereinafter referred to as the "Reporting Person"). The Reporting Person's
residence address is 11 Dawes Road, Lexington, Massachusetts 02173. The
principal occupation of the Reporting Person is as an engineering consultant.
Such employment is principally conducted on an independent basis from his home.
The Reporting Person is also a director of Merrimac.
The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
The Reporting Person has not, during the last five years, been a party
to a civil proceeding of a judicial
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CUSIP No. 59026210 13D Page 4 of 7 Pages
or administrative body, and accordingly, has not been, and is not 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.
The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Considerations
The Reporting Person was a founder of Merrimac. Substantially all of
the Common Stock which has been acquired and is beneficially owned by the
Reporting Person, except as otherwise provided in this Item 3, was acquired as
founder's stock in 1954. The Reporting Person also acquired 5,000 shares of
Common Stock on July 13, 1993 through a broker in an open market transaction. In
all cases, the Common Stock was obtained with the Reporting Person's personal
funds.
Item 4. Purpose of Transaction
The Reporting Person has acquired and continues to hold the shares of
Common Stock solely for investment purposes. The Reporting Person may, subject
to his relationship with Merrimac, his evaluation of Merrimac's business and
business prospects, and upon future developments, including, but not limited to,
availability of funds, market performance of the Common Stock, general economic
conditions, and other factors, acquire additional
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CUSIP No. 59026210 13D Page 5 of 7 Pages
shares of Common Stock from time to time, through open market and/or privately
negotiated transactions, as he may determine in his judgment. The Reporting
Person may also at any time determine to dispose of a portion or all of the
Common Stock owned by him.
The Reporting Person currently has no intention of seeking control of
the Issuer nor does he have any plans or proposals with respect to any
extraordinary corporate transaction involving the Issuer or any sale or transfer
of its assets or any change in its Board of Directors, management,
capitalization, dividend policy, charter or by-laws, or any other changes to its
business or corporate structure or with respect to the delisting or
deregistration of any of its securities including, without limitation, those
matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in the Securities of the Issuer.
As disclosed previously in Merrimac's proxy materials, the Reporting
Person beneficially owns an aggregate of 161,426 shares of Common Stock,
comprising approximately 10.2% of the outstanding shares of Common Stock (based
upon Merrimac's most recent Annual Report on Form 10-K stating that as of March
8, 1996, 1,585,240 shares of Common Stock are outstanding). Of these 161,426
shares, 4,500 shares are deemed to be beneficially owned because the Reporting
Person may acquire them within 60 days by
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CUSIP No. 59026210 13D Page 6 of 7 Pages
exercising stock options. Also included in the above number are 8,662 shares of
Common Stock owned by his wife. The Reporting Person has no right, sole, shared
or otherwise, or ability to direct the vote or disposition of such shares;
accordingly, the Reporting Person disclaims beneficial ownership thereof.
The Reporting Person has not effected any transactions in the Common
Stock during the 60 days preceding the date hereof.
Except as set forth in this Item 5, the Reporting Person has the sole
power to vote or to direct the vote and the sole power to dispose or to direct
the disposition of all the shares of Common Stock reported herein as owned by
him. No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Except as described in this Item 6, there are no contracts,
arrangements, understandings or relationships between the Reporting Person and
any other person with respect to securities of Merrimac. The Reporting Person in
his capacity as director of the Issuer, receives stock options to purchase 1,500
shares of Common Stock each year.
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CUSIP No. 59026210 13D Page 7 of 7 Pages
The Reporting Person currently has 6,000 outstanding options, 4,500 of
which are included herein as beneficially owned because the underlying shares of
Common Stock may be acquired within 60 days by exercising the stock options.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and the best of my knowledge and belief, I
certify that the information set forth in the statement is true, complete and
correct.
Date: April 26, 1996
/s/ Arthur A. Oliner
Name: Arthur A. Oliner
