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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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GIGA TRONICS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
375175106
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(CUSIP Number)
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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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CUSIP No. 375175106 Page 2 of 8
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(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MONTGOMERY ASSET MANAGEMENT, LLC 94-3273703
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
DELAWARE
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Number of Shares (5) Sole Voting Power
Beneficially 0 (as of 4/30/98)
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With: -0-
--------------------------------------------------
(7) Sole Dispositive Power
0 (as of 4/30/98)
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(8) Shared Dispositive Power
-0-
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
0 (as of 4/30/98)
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) / /
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(11) Percent of Class Represented by Amount in Row (9)
0 (as of 4/30/98)
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(12) Type of Reporting Person (See Instructions)
IA
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CUSIP No. 375175106 Page 3 of 8
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(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MONTGOMERY MICRO CAP FUND 94-3215737
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
DELAWARE
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power
Beneficially 0 (as of 4/30/98)
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With: -0-
--------------------------------------------------
(7) Sole Dispositive Power
0 (as of 4/30/98)
--------------------------------------------------
(8) Shared Dispositive Power
-0-
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
0 (as of 4/30/98)
- -------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) / /
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
0 (as of 4/30/98)
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(12) Type of Reporting Person (See Instructions)
IA
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Page 4 of 8 Pages
ITEM 1.
(a) Name of Issuer
GIGA TRONICS, INC.
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(b) Address of Issuer's Principal Executive Offices
4650 Norris Canyon Rd., San Ramon, CA 94583
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ITEM 2.
(a) Name of Person Filing
MONTGOMERY ASSET MANAGEMENT, LLC
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(b) Address of Principal Business Office or, if none, Residence
101 CALIFORNIA STREET, SAN FRANCISCO, CA 94111
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(c) Citizenship
DELAWARE LIMITED LIABILITY COMPANY
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(d) Title of Class of Securities
Common Stock
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(e) CUSIP Number
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) / / Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) /x/ An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F).
(g) / / A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G).
(h) / / A savings association as defined in section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) / / A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
(j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
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Page 5 of 8 Pages
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
0 (as of 4/30/98)
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(b) Percent of class:
0 (as of 4/30/98)
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
0 (as of 4/30/98)
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(ii) Shared power to vote or to direct the vote
-0-
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(iii) Sole power to dispose or to direct the disposition of
0 (as of 4/30/98)
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(iv) Shared power to dispose or to direct the disposition of
-0-
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. /X/
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
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Page 6 of 8 Pages
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement is filed
pursuant to section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
(b) The following certification shall be included if the statement is filed
pursuant to section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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, complete and
correct.
5/8/98
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Date
/s/ DANA SCHMIDT
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Signature
DANA SCHMIDT, CORP. VP & PRINCIPAL
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Name/Title
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Page 7 of 8 Pages
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement is filed
pursuant to section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
(b) The following certification shall be included if the statement is filed
pursuant to section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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, complete and
correct.
5/8/98
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Date
/s/ GREGORY SIEMONS
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Signature
GREGORY SIEMONS, ASST. SECRETARY
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Name/Title
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Page 8 of 8 Pages
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-(F)(1)
This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and among the parties listed below, each
referred to herein as a "Joint Filet." The Joint Filers agree that a
statement of beneficial ownership as required by Section 13(d) of the Act and
the Rules thereunder may be filed on each of their behalf on Schedule 13D or
Schedule 13G, as appropriate, and that said joint filing may thereafter be
amended by further joint filings. The Joint Filers state that they each
satisfy the requirements for making a joint filing under Rule 13d-1.
Dated: 5/8/98
MONTGOMERY MICRO CAP FUND MONTGOMERY ASSET MANAGEMENT, LLC
a series of The Montgomery Funds
By: /s/ GREGORY SIEMONS By: /s/ DANA SCHMIDT
-------------------------------- ----------------------------------
Gregory Siemons, Asst. Secretary Dana Schmidt, Corp. VP & Principal
