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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
AMENDMENT NO. 2
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO FULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Porta Systems Corporation
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(Name of Issuer)
Common Stock $0.01 par value
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(Title of Class of Securities)
735647307
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(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida 34102 941-262-8577
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 16, 1998
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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(e), 13d-1(f), or 13d-1(g), check the following
box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
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 (the "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. 735647307 PAGE 2 OF 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00**
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 885,210***
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 857,768***
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 885,210***
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10 SHARED DISPOSITIVE POWER
857,768***
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,742,978
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.8%****
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14 TYPE OF REPORTING PERSON
IN-IA-OO**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See response to Item 3, herein.
***See response to Item 5(b), herein.
**** See response to Item 5(c), herein.
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AMENDMENT NO. 2 TO ORIGINAL REPORT ON SCHEDULE 13D
This Amendment No. 2 to the statement on Schedule 13D filed on
behalf of Lloyd I. Miller, III ("Miller") relates to the Common Stock, $0.01 par
value per share (the "Shares") of Porta Systems Corporation, a Delaware
corporation (the "Company"). The purpose of this report is to report that since
Miller's previous Schedule 13D filing, Miller has acquired beneficial ownership
of (i) additional Shares and (ii) Series B Common Stock Purchase Warrants (the
"Warrants"), which are immediately convertible into 75,000 Shares at $3.00 per
share, through December 31, 2002. Miller acquired the Warrants through his
participation in the private placement of the Company's 12% Subordinated Notes
due January 3, 2002 (the "12% Notes"). To date, none of the Warrants
beneficially owned by Miller have been exercised, however, pursuant to Rule 13,
Miller is deemed to beneficially own the 75,000 Shares he has a right to
purchase in connection with the Warrants.
Additionally, Miller's prior Schedule 13D filing ommitted Miller's
beneficial ownership of 5,410 Shares and reported 25,000 Shares held of record
by Milfam II, L.P. as being held by Milfam I, L.P. This report corrects such
errors and omissions. As a result of an increase in the number of outstanding
Shares, the percentage of the Shares beneficially owned by Miller as reported
in Miller's prior Schedule 13D filing has decreased from 19.3% to 18.8%.
Item 3 is hereby amended and restated in its entirety as follows:
Item 3. Source and Amount of Funds or Other Considerations.
Miller is the Investment Adviser to the Lloyd I. Miller, Trust A-2 ("Trust
A-2"), the Lloyd I. Miller, Trust A-4 ("Trust A-4") and the Lloyd I. Miller,
Trust C ("Trust C" and collectively with Trust A-2 and Trust A-4, the "Trusts").
Trust A-2 and Trust A-4 were created pursuant to a Declaratory Judgment, signed
by the Honorable Wayne F. Wilke for the Court of Common Pleas, Probate Division,
Hamilton County, Ohio, on October 27, 1992, pursuant to which Trust A was split
into four separate trusts including Trust A-2 and Trust A-4. Trust A and Trust C
were created pursuant to an Amended and Restated Trust Agreement, dated
September 20, 1983 (the "Trust Agreement"). Miller was named as advisor to PNC
Bank, Ohio, N.A. (formerly The Central Trust Company, N.A., Cincinnati, Ohio),
the Trustee named in the Trust Agreement. Such appointment became effective on
April 22, 1990, the date of death of Lloyd I. Miller, the Grantor of Trust A and
Trust C. All of the Shares that Miller is deemed to beneficially own as the
Investment Adviser to the Trusts were purchased (or with respect to the
Warrants, would be purchased) by funds generated and held by the Trusts. The
purchase price for the 25,000 Shares Miller is deemed to beneficially own as
Investment Adviser to Trust A-2 would be $75,000.00 if the Warrants held by
Trust A-2 were exercised. The purchase price for the Shares held by Trust A-4
was $903,667.19. The purchase price for the Shares held by Trust C was
$793,346.65.
Miller is the manager of Milfam LLC, an Ohio limited liability company
established pursuant to the Operating Agreement of Milfam LLC (the "Operating
Agreement"), dated December 10, 1996. Milfam LLC is the managing general partner
of (i) Milfam I, L.P., a Georgia limited
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partnership established pursuant to the Partnership Agreement for Milfam I, L.P.
(the "Partnership Agreement"), dated December 11, 1996, and (ii) Milfam II, L.P.
a Georgia limited Partnership established, pursuant to the Partnership Agreement
for Milfam II, L.P. (the "Milfam II Partnership Agreement"), dated December 11,
1996. All of the Shares Miller is deemed to beneficially own as the manager of
the managing general partner of Milfam I, L.P. were purchased with money
contributed to Milfam I, L.P. by its partners (as identified on the signature
page of Exhibit 99.3, attached hereto), or money generated and held by Milfam I,
L.P. All of the Shares Miller is deemed to beneficially own as the manager of
the managing general partner of Milfam II, L.P. were purchased with money
contributed to Milfam II, L.P. by its partners (as identified on the signature
page of Exhibit 99.4, attached hereto), or money generated and held by Milfam I,
L.P. The purchase price for the Shares Miller is deemed to beneficially own as
the manager of the managing general partner of Milfam I, L.P. was $1,368,212.15.
The purchase price for the Shares Miller is deemed to beneficially own as the
manager of the managing general partner of Milfam II, L.P. was $355,500.22.
Miller is the owner of his self directed retirement plan, the Lloyd I.
Miller III Keogh Plan. The purchase price for the 25,000 Shares Miller is deemed
to beneficially own as director of the Lloyd I. Miller III Keogh Plan would be
$75,000, if the Warrants held by the Lloyd I. Miller III Keogh Plan were
exercised.
Miller is the trustee of the Lloyd I. Miller, Trust f/b/o Kimberly S.
Miller, the Lloyd I. Miller, Trust f/b/o Catherine C. Miller and the Lloyd I.
Miller, GST Trust (collectively the "Family Trusts" and each a "Family Trust").
All of the Shares Miller is deemed to beneficially own as trustee to the Family
Trusts would be purchased with funds generated and held by the Family Trusts.
The purchase price for the 15,000 Shares Miller is deemed to beneficially own as
trustee to each Family Trust (5,000 Shares per Family Trust) would be $15,000
for each Family Trust if the Warrants held by each Family Trust were exercised.
Miller is the custodian of accounts formed pursuant to the Florida Uniform
Gift to Minors Act for each of Alexandra B. Miller and Lloyd I. Miller IV (each
an "UGMA" and collectively the "UGMAs"). All of the Shares Miller is deemed to
beneficially own as custodian to the UGMAs would be purchased with funds
generated and held by the UGMAs. The purchase price for the 10,000 Shares Miller
is deemed to beneficially own as custodian to each UGMA (5,000 Shares per UGMA)
would be $15,000 for each UGMA if the Warrants held by each UGMA were exercised.
All of the Shares purchased by Miller on his own behalf, were purchased
with personal funds generated and held by Miller. The purchase price for the
Shares purchased by Miller on his own behalf was $123,125.00. All of the Shares
purchased by Miller's wife, Dail Miller, were purchased with personal funds
generated and held by Dail Miller. The purchase price for the Shares purchased
by Dail Miller was $3,489.50.
To date none of the Warrants beneficially owned by Miller have been
exercised.
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Item 4 is hereby amended and restated in its entirety as follows:
Item 4. Purpose of the Transaction.
Miller considers his beneficial ownership reported herein of the 1,742,978
Shares, as an investment in the ordinary course of business. From time to time,
Miller may acquire additional Shares or Notes or dispose of all of some of the
Shares which he beneficially owns. From May 1997, through October 1997, Miller
was involved in discussions with the Company to restructure the Notes which
culminated in Miller agreeing to the terms of the Exchange Offer and the Company
executing a letter to Miller, dated October 9, 1997 agreeing to elect Miller to
the Company's Board of Directors (See Exhibit 99.5 attached hereto) Miller
expects to be elected to the Company's Board of Directors at the March 17, 1998
meeting of the Board of Directors. Other than Miller's pending election to the
Company's Board of Directors, Miller does not have any plans or proposals that
relate to the matters described in Item 4 of Schedule 13D.
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Item 5 is amended and restated in its entirety as follows:
Item 5. Interest in Securities of the Issuer.
(a) Miller is deemed to beneficially own 1,742,978 Shares (18.8% of the
outstanding Shares, based on 9,060,954 Shares outstanding), including the 75,000
Shares which Miller does not actually own, but has a right purchase with respect
to the Warrants Miller beneficially owns. As of the date hereof, 464,063 of such
beneficially owned Shares are owned of record by Trust A-4, 363,705 of such
beneficially owned Shares are owned of record by Trust C, 694,502 of such
beneficially owned Shares are owned of record by Milfam I, L.P., 110,462 of such
beneficially owned Shares are owned of record by Milfam II, L.P., 34,246 of such
beneficially owned Shares are owned of record by Miller on his own behalf and
1,000 of such beneficially owned Shares are owned of record by Dail Miller. As
of the date hereof, The Lloyd I. Miller III Keogh Plan and Trust A-2 are each
the owner of record of Warrants to purchase 25,000 of such beneficially owned
Shares. As of the date hereof, each of the UGMA's and each of the Family Trusts
are each the owner of record of Warrants to purchase 5,000 of such beneficially
owned Shares.
(b) Miller has shared voting power and shared dispositive power for all
such Shares held of record by the Trusts and Dail Miller (see Item 6). Miller
has sole voting power and sole dispositive power for all such Shares held of
record by Milfam I, L.P. and Milfam II, L.P. (see Item 6). Miller would have
sole voting power and sole dispositive power with respect to the Shares he is
deemed to beneficially own in connection with the Warrants held of record by the
Lloyd I. Miller III Keogh Plan, the UGMAs, the Family Trusts (other than the
Lloyd I. Miller, Trust f/b/o Kimberly S. Miller) and by Miller on his own
behalf (see Item 6). Miller would have shared voting power and shared
dispositive power for all such Shares he is deemed to beneficially own in
connection with the Warrants held of record by the Lloyd I. Miller, Trust f/b/o
Kimberly S. Miller (see Item 6).
(c) The following tables detail the transactions by Trust C and Milfam I,
L.P. that have occurred in the last sixty (60) days. The transaction reported
below for Trust C was a distribution to Trust C in connection with that certain
class action law suit in the United States District Court, Eastern District of
New York, In Re Porta Systems Corp., Securities Litigation, Master File No. 93
Civ. 1453 (TCP) (the "Class Action Suit"). The transaction reported below for
Milfam I, L.P. was an open market transactions.
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<TABLE>
<CAPTION>
TRUST C
DATE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE
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<S> <C> <C>
3/10/98 200.00* $0.00
</TABLE>
*distribution of Shares pursuant to the Class Action Suit.
<TABLE>
<CAPTION>
MILFAM I, L.P.
DATE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE
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<S> <C> <C>
1/20/98 10,000.00 $2.93
</TABLE>
(d) Entities other than Miller have the right to receive dividends from
and proceeds of the sale of the Shares. Milfam I, L.P. and Trust C each own over
5% of the Shares and have the right to receive dividends and proceeds for the
sale of the Shares.
Item 6 is hereby amended by adding the following language after the last
paragraph:
With respect to each of the Family Trusts, (other than the Lloyd I. Miller,
Trust f/b/o Kimberly S. Miller), each of the respective Trust Agreements
establishing each of the Trusts provides that Miller as trustee has sole
dispositive power sole voting rights with respect to the such trusts assets.
Pursuant to the Trust Agreement dated December 8, 1995, establishing the
Lloyd I. Miller, Trust f/b/o Kimberly S. Miller, Miller and Kimberly S. Miller
are each named as a co-trustee and share dispositive power and voting power with
respect to the trusts assets.
After reasonable inquiry and to the best knowledge and belief of the
undersigned, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 16, 1998
By: /s/ Lloyd I. Miller, III
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Lloyd I. Miller, III
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