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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)
Aerovox Incorporated
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(Name of Issuer)
Common Stock, par value $1.00
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(Title of Class of Securities)
00 808M10 5
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(CUSIP Number)
Charles E. Sheedy, Two Houston Center, Suite 2907,
Houston, Texas 77010 (713) 654-4484
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 18, 1999
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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:
Check the following box if a fee is being paid with this 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 less than five percent of
such class. See Rule 13d-7.)
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CUSIP No. 00 808M10 5
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Charles E. Sheedy
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions) PF
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5) Check 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 U.S.A.
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Number of 7) Sole Voting Power 457,600
Shares ---------------------------------------------------------
Beneficially 8) Shared Voting Power 560
Owned by ---------------------------------------------------------
Each Reporting 9) Sole Dispositive Power 457,600
Person With ---------------------------------------------------------
10) Shared Dispositive Power 560
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
458,160
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12) Check if the Aggregate Amount in Row 11) Excludes Certain Shares
(See Instructions)
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13) Percent of Class Represented by Amount in Row 11)
7.6%
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14) Type of Reporting Person (See Instructions)
IN
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Amendment No. 1 to
Schedule 13D
Under the Securities Exchange Act of 1934
Item 1. Security and Issuer
Common Stock, par value $1.00 per share of Aerovox
Incorporated, a Delaware corporation. The principal
executive office of Aerovox Incorporated is located at 740
Belleville Avenue, New Bedford, MA 02745-6194.
Item 2. Identity and Background
The person filing this statement on Schedule 13D is
Charles E. Sheedy. His business address is Two Houston
Center, Suite 2907, Houston, Texas 77010. He is a Senior
Vice President of Fayez Sarofim & Co., a Texas corporation
which is a registered investment adviser under the
Investment Advisers Act of 1940 and which is engaged in
business as an investment adviser. The address of the
office of Fayez Sarofim & Co. is Two Houston Center, Suite
2907, Houston, Texas 77010. During the last five years Mr.
Sheedy has not been convicted in a criminal proceeding,
nor has he 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 with respect to such laws. Mr. Sheedy is a
citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The source of the funds used to purchase the shares of
Common Stock of Aerovox Incorporated held by Mr. Sheedy
for his own account or as custodian for the accounts of
his children is his personal funds or the personal funds
of such custodian accounts. If Mr. Sheedy purchases
additional shares hereafter, it is expected that such
purchases will be paid for out of his personal funds. The
aggregate amount which has been paid for the 458,160
shares currently beneficially owned is approximately
$2,362,275.
Item 4. Purpose of Transaction
Mr. Sheedy's purpose in acquiring the 458,160 shares beneficially
owned by him or his children is to make a long-term investment
which he considers attractive and expects to appreciate in value.
Mr. Sheedy intends to continue to purchase shares of Common Stock
of Aerovox Incorporated in the open market as opportunities to do
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so are presented at prices which he considers attractive. He has
no definitive plan regarding such purchases. At this time Mr.
Sheedy has no plan for the disposition of such securities. Mr.
Sheedy has no plan for any extraordinary corporate transaction,
such as a merger, reorganization or liquidation involving Aerovox
Incorporated. Mr. Sheedy has no plan or proposal for any sale or
transfer of a material amount of the assets of the corporation or
any change in the present board of directors or management of the
corporation. Mr. Sheedy also has no plan or proposal for any of
the following:
(a) any material change in the present capitalization or
dividend policy of the issuer;
(b) any other material change in the issuer's business or
corporate structure;
(c) 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;
(d) causing a class of securities of the issuer to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(e) a class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(f) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
Charles E. Sheedy is the beneficial owner of 458,160
shares of Common Stock of Aerovox Incorporated, including
34,400 shares in the aggregate held by him as custodian
under the uniform gifts to minors act for his four minor
children, and 560 shares in the aggregate held by trusts
for his four minor children. As to all of such shares,
except the 560 shares held in such trusts, Mr. Sheedy has
sole power to vote, or direct the vote, thereof and sole
power to dispose, or direct the disposition, thereof. With
respect to such 560 shares, a business associate of Mr.
Sheedy is the trustee with the sole legal power to vote
and dispose of such shares. During the past sixty days,
Mr. Sheedy has made the following transactions: he
purchased 2,000 shares at $2.75 per share on August 15,
1999, he purchased 50,000 shares at $2.6875 per share on
August 18, 1999 and he purchased 35,000 shares at $2.75
per share on August 20, 1999. Mr. Sheedy's four minor
children, each of whom is entitled to the economic
benefits of 8,740 shares, are Patrick Cray Sheedy, Colleen
Ryan Sheedy, Laura G. Sheedy and Andrew C. Sheedy. Based
upon 6,009,603 shares outstanding (the most recent number
available to Mr. Sheedy), Mr. Sheedy is the beneficial
owner of 7.6% of the outstanding Common Stock of Aerovox
Incorporated.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
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There are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 or between
such persons and any other person with respect to any
securities of the issuer.
Item 7. Material to Be Filed as Exhibits
None.
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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.
September 7, 1999 /s/ Charles E. Sheedy
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Date Signature
Charles E. Sheedy
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Name/Title
