UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ORBIT INTERNATIONAL CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
685559106
(CUSIP Number)
David L. Hefflinger
Alan S. Parsow McGrath, North, Mullin
General Partner & Kratz, P.C.
P. O. Box 0449 1400 One Central Park Plaza
Elkhorn, NE 68022 Omaha, NE 68102
(402) 289-3217 with a copy to (402) 341-3070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 28, 1997
(Date of Event which Required 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 [ ].
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 the 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.<PAGE>
CUSIP NO. 685559106 13D Page 2 of 5 Pages
1. Name of Reporting Person
SS or IRS Identification Number of Above Person
Parsow Partnership, Ltd., a Limited Partnership / 47-0541937
2. Check the Appropriate Box if a Member of a Group
/X/ (a) / / (b)
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
__
/_/
6. Citizenship or Place of Organization
Nebraska
7. Sole Voting Power
295,000 Shares
Number of
Shares 8. Shared Voting Power
Beneficially
Owned by 0
Reporting
Person 9. Sole Dispositive Power
With
295,000 Shares
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
295,000 Shares
12. Check Box if Aggregate Amount in Row 11 Excludes Certain
Shares
__
/_/
13. Percent of Class Represented by Amount in Row 11
Approximately 4.8% of voting securities
14. Type of Reporting Person
PN
<PAGE>
CUSIP NO. 685559106 13D Page 3 of 5 Pages
1. Name of Reporting Person
SS or IRS Identification Number of Above Person
Elkhorn Partners Limited Partnership / 47-0721875
2. Check the Appropriate Box if a Member of a Group
/X/ (a) / / (b)
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
__
/_/
6. Citizenship or Place of Organization
Nebraska
7. Sole Voting Power
75,000 Shares
Number of
Shares 8. Shared Voting Power
Beneficially
Owned by 0
Reporting
Person 9. Sole Dispositive Power
With
75,000 Shares
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
75,000 Shares
12. Check Box if Aggregate Amount in Row 11 Excludes Certain
Shares
__
/_/
13. Percent of Class Represented by Amount in Row 11
Approximately 1.2% of voting securities
14. Type of Reporting Person
PN<PAGE>
CUSIP NO. 685559106 13D Page 4 of 5 Pages
ITEM 1. SECURITY AND ISSUER.
The securities to which this Schedule 13D relates are shares
of common stock of ORBIT INTERNATIONAL CORP. ("ORBIT"), whose
principal executive offices are located at 80 Cabot Court,
Hauppauge, New York, 11788. Parsow Partnership, Ltd. and Elkhorn
Partners Limited Partnership (the "Partnerships") are the
entities making this filing.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) This Statement is being filed by the
Partnerships. The sole general partner of both Partnerships is
Alan S. Parsow, 2222 Skyline Drive, Elkhorn, Nebraska 68022. The
business of both Partnerships consists of the buying and selling,
for the account of the Partnership, of stocks, bonds and other
securities, commodities, property and investments. Mr. Parsow is
a United States citizen.
(d)-(e) Neither of the Partnerships nor Mr. Parsow has
during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such 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 of such law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Partnerships have acquired ORBIT common stock through
open market purchases. The purchase price was obtained from the
Partnerships' working capital and from margin account borrowings
from brokers.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Partnerships have acquired the ORBIT common shares as an
investment. The Partnerships intend to review on a continuing
basis their investments in the ORBIT common stock, ORBIT's
business affairs and financial condition, as well as conditions
in the securities markets and general economic and industry
conditions. The Partnerships may purchase additional ORBIT common
shares either in the open market, in privately-negotiated
transactions, or otherwise. Additionally, the Partnerships may
dispose of the ORBIT common stock they presently own or hereafter
acquire either in the open market, in privately negotiated
transactions, or otherwise.
Mr. Parsow, on behalf of the Partnerships, plans to contact
management of ORBIT to discuss procedures to enhance future
growth and enhance stockholder value.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUES.
(a)(b) As of July 28, 1997, Parsow Partnership, Ltd. owns
295,000 shares of ORBIT common stock and Elkhorn Partners Limited
Partnership owns 75,000 shares of ORBIT common stock. The ORBIT
Form 10-Q for the quarter ended March 31, 1997 reported that
there were outstanding 6,186,000 shares of ORBIT common stock as
of March 31, 1997. <PAGE>
CUSIP NO. 685559106 13D Page 5 of 5 Pages
Based on this number, Parsow Partnership, Ltd. owns approximately
4.8% of the ORBIT common stock and Elkhorn Partners Limited
Partnership owns approximately 1.2% of the ORBIT common stock.
(c) During the past 60 days, Parsow Partnership, Ltd.
purchased 60,000 shares of ORBIT common stock, in open market
transactions, at a price of $1.94 per share, and Elkhorn Partners
Limited Partnership purchased 40,000 shares of ORBIT common stock
in open market transactions at $1.94 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Neither of the Partnerships nor Mr. Parsow has any contract,
arrangement, understanding or relationship with any other person
with respect to any securities of ORBIT including the transfer or
voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this
statement is true, complete and correct.
DATED: July 31, 1997
Elkhorn Partners Parsow Partnership, Ltd.,
Limited Partnership A Limited Partnership
By /s/ Alan S. Parsow By /s/ Alan S. Parsow
Alan S. Parsow Alan S. Parsow
General Partner General Partner
