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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 3
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Porta Systems Corporation
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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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)
June 5, 2000
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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 |_|.
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 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. 735647307 PAGE 2 OF 5 PAGES
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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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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 796,610
OWNED BY ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 658,968
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
796,610
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10 SHARED DISPOSITIVE POWER
658,968
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,455,578
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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)
14.7%
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14 TYPE OF REPORTING PERSON
IN-IA-00**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
* See response to Item 3, herein.
** See respond to Item 5(b), herein.
*** See response to Item 5(c), herein.
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AMENDMENT NO. 3 TO ORIGINAL REPORT ON SCHEDULE 13D
This Amendment No. 3 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 Amendment is to report that since Miller's
previous Schedule 13D filing, Miller has sold additional Shares.
Item 4 is hereby amended and restated as follows:
ITEM 4. Purpose of the Transaction.
Miller considers his beneficial ownership reported herein of the
1,455,578 Shares, (which amount includes 112,500 Shares which he is deemed to
beneficially own as a holder of warrants) as an investment in the ordinary
course of business. From time to time, Miller may acquire additional Shares or
dispose of all or some of the Shares which he beneficially owns. Effective as of
June 9, 2000, Miller has ceased to be a member of the board of directors
pursuant to the Company's annual election. Miller has no other specific plan or
purpose which relates to, or could result in, any of the matters referred to in
paragraphs (a) through (j) inclusive of Item 4 of Schedule 13D.
Item 5 is hereby amended and restated as follows:
ITEM 5. Interest in Securities of the Issuer.
(a) Miller is deemed to beneficially own 1,455,578 Shares
(14.7% of the outstanding Shares, based on 9,785,310 Shares outstanding),
including the 119,500 Shares which Miller does not actually own, but has a right
to purchase with respect to the Warrants Miller beneficially owns. As of the
date hereof, 363,713 of such beneficially owned Shares are owned of record by
Trust A-4, 256,755 of such beneficially owned Shares are owned of record by
Trust C, 498,902 of such beneficially owned Shares are owned of record by
Milfam I, L.P., 181,462 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 37,500 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 7,500 of such beneficially owned Shares. As of the date
hereof, Miller on his own behalf is owner of options to purchase 7,000 of such
beneficially owned Shares, in addition to the 34,246 Shares which Miller on his
own behalf owns outright.
(b) Miller shares voting and dispositive power for all Shares
held of record in the following trusts: Trust A-2, Trust A-4, Trust C, and in
trust for Miller's wife, Dail Miller. Miller has sole voting and dispositive
power for all Shares held of record in the following trusts: each of the Family
Trusts, each of the UGMA's, and Trust Milfam I, L.P., Trust Milfam II, L.P. and
by Miller on his own behalf (see Item 6).
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(c) The following tables detail the sales of Shares by Trust
A-4, Trust C and Milfam I, L.P., effected by Miller since Miller's last amended
Schedule 13D filing. All of the transactions were open market transactions, in
which the Shares were sold pursuant to a prospectus.
TRUST A-4
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ATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE
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June 5, 2000 33,500 $2.14
June 6, 2000 18,900 $2.216
June 8, 2000 17,650 $2.133
June 12, 2000 37,000 $2.75
TRUST C
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DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE
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June 5, 2000 33,500 $2.14
June 6, 2000 18,900 $2.216
June 8, 2000 17,650 $2.133
June 12, 2000 36,900 $2.75
MILFAM I, L.P.
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DATE OF TRANSACTION NUMBER OF SHARES SOLD PRICE PER SHARE
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June 2, 2000 42,000 $2.00
June 6, 2000 37,500 $2.216
June 7, 2000 47,900 $2.39
June 9, 2000 26,400 $2.441
June 13, 2000 41,500 $2.4809
June 14, 2000 300 $2.1875
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(d) Trust A-4 has the right to receive dividends from and
proceeds of the sale of 107,050 Shares; and Trust C has the right to receive
dividends from and proceeds of the sale of 106,950 Shares; Milfam I, L.P. has
the right to receive dividends from and proceeds of the sale of 195,600 Shares.
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: June 14, 2000
By: /s/ Lloyd I. Miller, III
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