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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)*
Cerprobe Corporation
- - --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- - --------------------------------------------------------------------------------
(Title of Class of Securities)
0-11370
------------------------------------------------------
(CUSIP Number)
Richard B. Stagg, Esq., O'Connor Cavanagh, Anderson, Killingsworth & Beshears,
- - --------------------------------------------------------------------------------
One East Camelback Rd., Suite 1100, Phoenix, Arizona 85012
- - --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 30, 1996
------------------------------------------------------
(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).
(Continued on Following Page(s))
Page 1 of 9 Pages
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
- - ------------------------ -----------------------
CUSIP NO. 0-11370 Page 2 of 9 Pages
-------
- - ------------------------ -----------------------
- - --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ross J. Mangano
- - --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- - --------------------------------------------------------------------------------
3 SEC USE ONLY
- - --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF (See "Item 3")
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
N/A
- - --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- - --------------------------------------------------------------------------------
7 SOLE VOTING POWER
216,634 shares*
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 380,200 shares**
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 216,634 shares*
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
380,200 shares**
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,834 shares
- - --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
N/A
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
- - --------------------------------------------------------------------------------
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.
* The reporting person disclaims beneficial ownership of 191,300 shares for
which he exercises sole voting and dispositive power pursuant to powers of
attorney, but from which he is not entitled to receive dividends or
proceeds.
** The reporting person disclaims beneficial ownership of 380,200 shares for
which he exercises shared voting and dispositive power in his capacity as a
trustee of the recordholder of such shares, but from which he is not
entitled to receive dividends or proceeds.
Page 2 of 9 Pages
<PAGE>
Item 1. Security and Issuer
-------------------
Class of Equity Securities:
Common Stock, $.05 par value
Principal Executive Offices of the Issuer:
Cerprobe Corporation
600 South Rockford Drive
Tempe, Arizona 85281
Item 2. Identity and Background
-----------------------
(a) Ross J. Mangano
(b) 51430 Norwich Drive
Granger, Indiana 46530
(c) Mr. Mangano is an accountant and President -
Investments for Oliver Estate, Inc., located at 112
West Jefferson Street, Suite #613, Norwest Bank
Bldg., South Bend, Indiana 46601. Mr. Mangano is
currently Chairman of the Board of Directors of the
Issuer.
(d) None
(e) None
(f) United States
Item 3. Source and Amount of Funds
--------------------------
The source of funds for the purchase of 10,000 shares of
Cerprobe common stock held in the name of Millie M. Cunningham
was from the personal funds of Millie M. Cunningham. The total
purchase price of such 10,000 shares of Cerprobe common stock
was approximately $10,000.
The source of funds for the purchase of 10,000 shares of
Cerprobe common stock held in the name of Oliver & Company,
nominee for the Oliver Estate Pension Trust, was from funds
held by the Oliver Estate Pension Trust. The total price of
such 10,000 shares of Cerprobe common stock was approximately
$14,250.
The source of funds for the purchase of 30,000 shares of
Cerprobe common stock acquired by Mr. Mangano pursuant to the
exercise of options to purchase those
Page 3 of 9 Pages
<PAGE>
shares was from Mr. Mangano personally. The total price of
such 30,000 shares of Cerprobe common stock was approximately
$15,000.
Item 4. Purpose of Transaction
----------------------
Since March 21, 1989, the date the most recently amended
Schedule 13D was filed on behalf of the reporting person, the
reporting person and certain related parties have engaged in a
number of transactions involving the acquisition of additional
shares of Cerprobe common stock, none of which resulted in a
cumulative increase in the percentage of beneficial ownership
of greater than 1%. Also since the date of the most recently
filed amended Schedule 13D, the reporting person and certain
related parties have been engaged in a number of dispositions
of Cerprobe common stock. In addition, in his capacity as a
director of the Issuer, Mr. Mangano has received options to
purchase additional shares of Cerprobe common stock, some of
which have been exercised and sold and others of which remain
outstanding. Finally, on January 1, 1996, Mr. Mangano became a
trustee of Troon & Co., Ross J. Mangano, et al., Trustees, a
trust which currently holds 380,200 shares of Cerprobe common
stock. In his capacity as trustee, Mr. Mangano has shared
voting and dispositive power over the shares held by the
trust. In each of the cases involving acquisitions or
dispositions described in Item 5 below, the securities were
acquired or disposed of for investment purposes.
Millie M. Cunningham and Oliver & Company each have granted a
power-of-attorney to Mr. Mangano because Mr. Mangano is the
President-investments and an investment analyst for Oliver
Estate, Inc., for which Oliver Cunningham and Millie
Cunningham serve as directors. Accordingly, Mr. Mangano has
sole voting and dispositive power with respect to these
shares. As a trustee for Troon & Co., Ross J. Mangano, et al.,
Trustees, Mr. Mangano shares voting and dispositive power with
respect to the shares held by Troon & Co.
(a) Mr. Mangano intends to continue monitoring the price
and availability of Cerprobe common stock and to
purchase or sell for investment purposes additional
shares of stock either for his own account or for the
accounts of Millie M. Cunningham, Oliver & Company,
or Nat & Co. over which he has been granted a
power-of-attorney, or on behalf of Troon & Co., for
which he serves as a trustee. Mr. Mangano does not
have, nor is he aware of, any contract, agreement,
arrangement or other understanding regarding such
future acquisitions or dispositions. Any future
transactions will be duly reported on an amended
Schedule 13D in compliance with Rule 13d-2(a) of the
Securities Exchange Act of 1934 whenever such
acquisitions or dispositions aggregate 1% or more of
the outstanding shares of Cerprobe common stock.
Page 4 of 9 Pages
<PAGE>
The reporting person has no present plans or proposals that
may relate to or would result in:
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or
proposals of the Issuer, including any plans or
proposals to change the number or terms of directors
or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure (except as indicated below),
including but not limited to, if the Issuer is a
registered closed-end investment company, any plans
or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of
the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to become
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
------------------------------------
Ross J. Mangano is the beneficial owner of 25,334 shares of
Cerprobe common stock which may be acquired upon the exercise
of options held personally by Mr. Mangano, representing less
than 1% of the issued and outstanding shares of Cerprobe
common stock, and may be deemed to be the beneficial owner of
571,500 shares of Cerprobe common stock, which represents
approximately 13.3% of the issued and outstanding shares of
Cerprobe common stock. Mr. Mangano
Page 5 of 9 Pages
<PAGE>
has the sole power to vote or direct the vote over 216,634
shares of Cerprobe common stock (either personally or pursuant
to a power-of-attorney) and shared power to vote or direct the
vote over 380,200 shares of Cerprobe common stock (pursuant to
his position as a trustee of Troon & Co., Ross J. Mangano, et
al., Trustees).
Since March 21, 1989, the date of the most recently filed
amended Schedule 13D, the following transactions have occurred
relating to beneficial ownership in shares of Cerprobe common
stock by the reporting person and certain related parties.
(1) On June 29, 1989, Millie M. Cunningham
acquired 10,000 shares in the open market at $1.00
per share for the purpose of holding the securities
for investment.
(2) On April 19, 1989, Oliver & Company
acquired 10,000 shares in the open market at $1.425
per share for the purpose of holding the securities
for investment.
(3) On July 17, 1990, Mr. Mangano, in his
capacity as a director of the Issuer, was granted an
option to acquire 30,000 shares at an exercise price
of $.50 per share.
(4) On May 16, 1991, Mr. Mangano was granted
10,000 shares of Cerprobe common stock in his
capacity as a director of the Issuer.
(5) On September 15, 1992, Mr. Mangano, in
his capacity as a director of the Issuer, was granted
an option to acquire 10,000 shares at $1.00 per
share.
(6) On May 6, 1993, Mr. Mangano sold 10,000
shares in the open market at $4.38 per share.
(7) On June 14, 1993, Millie M. Cunningham
sold 3,000 shares in the open market at $5.875 per
share.
(8) On June 23, 1993, Millie M. Cunningham
sold 2,000 shares in the open market at $5.875 per
share.
(9) On July 14, 1993, Millie M. Cunningham
sold 5,000 shares in the open market at $6.00 per
share.
(10) On August 16, 1993, Mr. Mangano sold
8,300 shares in the open market at $6.375 per share.
Page 6 of 9 Pages
<PAGE>
(11) On September 9, 1994, Mr. Mangano, in
his capacity as a director of the Issuer, was granted
an option to acquire 20,000 shares at $5.75 per
share.
(12) On September 17, 20, 24, and 27, 1993,
respectively, Millie M. Cunningham sold 7,500, 5,000,
4,000, and 13,500 shares, respectively, at $7.50,
$7.75, $8.00, and $8.363 per share. All of these
transactions were effected in the open market.
(13) On September 29, 1993, Mr. Mangano sold
10,000 shares in the open market at $10.25 per share.
(14) On October 6, 1993, Millie M.
Cunningham sold 5,000 shares in the open market at
$9.25 per share.
(15) On January 7, 1994, Millie M.
Cunningham sold 5,000 shares in the open market at
$7.50 per share.
(16) On June 27, 1995, Mr. Mangano, in his
capacity as a director of the Issuer, was granted an
option to acquire 2,000 shares at $8.25 per share.
(17) On July 30, 1995, Mr. Mangano sold
15,200 shares in the open market at $8.625 per share.
(18) On August 25, 1995, Millie M.
Cunningham sold 5,000 shares in the open market at
$10.00 per share.
(19) On October 23, 1995, Millie M.
Cunningham sold 5,000 shares in the open market at
$11.39 per share.
(20) On November 30, 1995, Millie M.
Cunningham sold 10,000 shares in the open market at
$12.00 per share.
(21) On December 4, 1995, Millie M.
Cunningham sold 10,000 shares in the open market at
$12.00 per share.
(22) On December 15, 1995, Millie M.
Cunningham sold 20,000 shares in the open market at
$13.65 per share.
(23) On December 18, 19, 22, and 26, 1995,
respectively, Millie M. Cunningham sold 15,000,
5,000, 10,000, and 10,000 shares, respectively, at
$13.75, $13.50, $15.75, and $16.50 per share. All of
these transactions were effected in the open market.
Page 7 of 9 Pages
<PAGE>
(24) On February 13, 1996, Mr. Mangano
exercised options to purchase 30,000 shares at $.50
per share and sold the 30,000 shares in the open
market on the same date at $14.50 per share.
(25) On February 21, 1996, Troon & Co. sold
100,000 shares in the open market at $14.625 per
share.
There have been no stock purchases of Cerprobe common stock by
Mr. Mangano or any related person during the last 60 days.
Except as described above, there have been no dispositions of
Cerprobe common stock by Mr. Mangano or any related persons
during the last 60 days.
Millie M. Cunningham has the right to receive dividends or the
proceeds from the sale of all of the shares of Cerprobe common
stock held in the name of Millie M. Cunningham. The
participants of Oliver & Company, a nominee for the Oliver
Estate Pension Trust, have the right to receive dividends or
the proceeds from the sale of the 51,300 shares of Cerprobe
common stock held in the name of Oliver & Company. L. Jack
Rothe has the right to receive dividends or proceeds from the
sale of 20,000 shares of Cerprobe common stock held in the
name of NAT & Co. Other than the shares of stock held
personally by Mr. Mangano, including shares which may be
acquired by Mr. Mangano pursuant to the exercise of options
granted to him in his capacity as a director of the Issuer,
Mr. Mangano has no right to receive dividends or the proceeds
from the sale of any of the shares identified in this Schedule
13D.
Item 6. Contracts, etc.
---------------
Millie M. Cunningham, Oliver & Company and Nat & Co. have each
appointed Ross J. Mangano as attorney in fact to vote all
shares of Cerprobe common stock held by each of the foregoing
shareholders at all meetings of the stockholders of Cerprobe
Corporation, including the power to vote for Ross J. Mangano
as director or officer of Cerprobe and to set his
compensation. These Powers of Attorney were attached as
exhibits to the last amended Schedule 13D previously filed on
March 21, 1989 and are incorporated herein by reference. Mr.
Mangano also shares voting and dispositive power over the
shares held by Troon & Co., Ross J. Mangano, et al., Trustees,
by virtue of his position as a trustee of Troon & Co.
Item 7. Exhibits
--------
1. A copy of the power of attorney in favor of Ross J.
Mangano from Millie M. Cunningham was attached as
Exhibit A to the reporting person's Schedule 13D
filed on March 21, 1989.
Page 8 of 9 Pages
<PAGE>
2. A copy of the power of attorney in favor of Ross J.
Mangano from Oliver & Company was attached as Exhibit
B to the reporting person's Schedule 13D filed on
March 21, 1989.
3. A copy of the power of attorney in favor of Ross J.
Mangano from Nat & Co. was attached as Exhibit C to
the reporting person's Schedule 13D filed on March
21, 1989.
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.
/s/Ross J. Mangano
----------------------------------
Ross J. Mangano
4/30/96
----------------------------------
Date
Page 9 of 9 Pages
