UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MERIX CORPORATION
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
590049-10-2
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(CUSIP Number)
Jeffrey E. Schwarz
Metropolitan Capital Advisors, Inc.
660 Madison Avenue
New York, NY 10021
(212) 486-8100
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 6, 1997
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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 the statement [x]. (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 13-d(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).
SCHEDULE 13D
CUSIP NO. 590049-10-2 PAGE 2 OF 16 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Metropolitan Capital
Advisors, Inc.
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
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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 Proceeding is Required Pursuant to
Items 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization New York
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Number of 7 Sole Voting Power 0
Shares __________________________________________________
Beneficially 8 Shared Voting Power 211,700
Owned by __________________________________________________
Each 9 Sole Dispositive Power 0
Reporting __________________________________________________
Person With 10 Shared Dispositive Power 211,700
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 211,700
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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) 3.42%
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14 Type of Reporting Person* CO
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*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.
SCHEDULE 13D
CUSIP NO. 590049-10-2 PAGE 3 OF 16 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person KJ Advisors, Inc.
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
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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 Proceeding is Required Pursuant to
Items 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization New York
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Number of 7 Sole Voting Power 0
Shares __________________________________________________
Beneficially 8 Shared Voting Power 36,600
Owned by __________________________________________________
Each 9 Sole Dispositive Power 0
Reporting __________________________________________________
Person With 10 Shared Dispositive Power 36,600
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 36,600
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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) 0.59%
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14 Type of Reporting Person* CO
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*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.
SCHEDULE 13D
CUSIP NO. 590049-10-2 PAGE 4 OF 16 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Metropolitan Capital
III, Inc..
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
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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 Proceeding is Required Pursuant to
Items 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization New York
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Number of 7 Sole Voting Power 0
Shares __________________________________________________
Beneficially 8 Shared Voting Power 130,400
Owned by __________________________________________________
Each 9 Sole Dispositive Power 0
Reporting __________________________________________________
Person With 10 Shared Dispositive Power 130,400
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 130,400
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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) 2.11%
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14 Type of Reporting Person* CO
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*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.
SCHEDULE 13D
CUSIP NO. 590049-10-2 PAGE 5 OF 16 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Jeffrey E. Schwarz
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
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3 SEC Use Only
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4 Source of Funds* None
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5 Check Box if Disclosure of Legal Proceeding 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 0
Shares __________________________________________________
Beneficially 8 Shared Voting Power 378,700
Owned by __________________________________________________
Each 9 Sole Dispositive Power 0
Reporting __________________________________________________
Person With 10 Shared Dispositive Power 378,700
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 378,700
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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) 6.12%
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14 Type of Reporting Person* IN
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*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.
SCHEDULE 13D
CUSIP NO. 590049-10-2 PAGE 6 OF 16 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Karen Finerman
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
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3 SEC Use Only
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4 Source of Funds* None
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5 Check Box if Disclosure of Legal Proceeding 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 0
Shares __________________________________________________
Beneficially 8 Shared Voting Power 378,700
Owned by __________________________________________________
Each 9 Sole Dispositive Power 0
Reporting __________________________________________________
Person With 10 Shared Dispositive Power 378,700
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 378,700
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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) 6.12%
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14 Type of Reporting Person* IN
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*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.
CUSIP NO. 590049-10-2 PAGE 7 OF 16 PAGES
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ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, no par value ("Common Stock")
Issuer: Merix Corporation
Principal Executive Offices: 1521 Poplar Lane
P.O. Box 3000
Forest Grove, OR 97116
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed jointly by the following reporting
persons (hereinafter sometimes collectively referred to as the "Reporting
Persons") pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:
(i) Metropolitan Capital Advisors, Inc., a New York corporation
("Metropolitan Capital"), which is the sole General Partner of
Metropolitan Capital Advisors, L.P., a Delaware limited
partnership. Metropolitan Capital Advisors, L.P. is the sole
General Partner of Bedford Falls Investors, L.P., a Delaware
limited partnership.
(ii) KJ Advisors, Inc., a New York corporation, which is the sole
General Partner of Metropolitan Capital Partners II, L.P., a
New York limited partnership.
(iii) Metropolitan Capital III, Inc., a Delaware corporation, which
is the sole General Partner of Metropolitan Capital Partners
III, L.P., a Delaware limited partnership.
(iv) Jeffrey E. Schwarz, an individual who is a Director, and the
Chief Executive Officer, Treasurer and Secretary of
Metropolitan Capital, KJ Advisors, Inc., and Metropolitan
Capital III, Inc.
(v) Karen Finerman, an individual who is a Director and the
President of Metropolitan Capital, KJ Advisors, Inc., and
Metropolitan Capital III, Inc.
(b), (c) and (f) Each of the Reporting Persons has a business address
of 660 Madison Avenue, New York, New York 10021.
Metropolitan Capital is a privately owned New York corporation, the
principal business of which is to act as General Partner of Metropolitan Capital
Advisors, L.P. Metropolitan Capital Advisors, L.P. is the sole General Partner
of Bedford Falls Investors, L.P., which is in the business of purchasing, for
investment and trading purposes, securities and other financial instruments.
KJ Advisors, Inc. is a privately owned New York corporation, the
principal business of which is to act as General Partner of Metropolitan Capital
Partners II, L.P. Metropolitan Capital Partners II, L.P. is a privately owned
partnership which provides administrative services to Bedford Falls Investors,
L.P., and which also renders investment management and advisory services to
institutional and other private investors regarding investment and trading in
securities and other financial instruments. All of the securities of the Issuer
reported herein as beneficially owned by KJ Advisors, Inc. are held in a managed
brokerage accounts over which KJ Advisors, Inc., as General Partner of
Metropolitan Capital Partners II, L.P. has discretionary trading authority (the
"Managed Accounts").
CUSIP NO. 590049-10-2 PAGE 8 OF 16 PAGES
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Metropolitan Capital III, Inc. is a privately owned Delaware
corporation, the principal business of which is to act as General Partner of
Metropolitan Capital Partners III, L.P. Metropolitan Capital Partners III, L.P.
is a privately owned partnership which renders investment management and
advisory services to Metropolitan Capital Advisors International Limited, which
is in the business of purchasing, for investment and trading purposes,
securities and other financial instruments.
Jeffrey E. Schwarz and Karen Finerman are each United States citizens
residing in the State of New York whose principal occupations are as executive
officers and Directors of Metropolitan Capital, KJ Advisors, Inc., and
Metropolitan Capital III, Inc.
(d) No events have occurred which would be required to be reported
under the provisions of this Item.
(e) No events have occurred which would be required to be reported
under the provisions of this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The sources of the funds used by Metropolitan Capital to purchase
Common Stock on behalf of Bedford Falls Investors, L.P., were working capital
and margin borrowing through brokerage accounts maintained at Bear, Stearns &
Company. The approximate aggregate amount of funds used to purchase such
securities for Bedford Falls Investors, L.P. was $3,410,467. The portion of such
funds provided by margin borrowing is not readily determinable and varies from
time to time as a result of varying margin account availability and other
unrelated, ongoing transactions in such accounts. All such securities were
acquired by open market purchases.
The sources of funds used to purchase Common Stock on behalf of the
Managed Accounts was equity capital in the Managed Accounts and margin borrowing
through a brokerage account maintained at Bear, Stearns & Company. The
approximate aggregate amount of funds used to purchase such securities for the
Managed Accounts was $607,324. The portion of such funds provided by margin
borrowing is not readily determinable and varies from time to time as a result
of varying margin account availability and other unrelated, ongoing transactions
in the Managed Accounts. All such securities were acquired by open market
purchases.
The sources of funds used to purchase Common Stock on behalf of
Metropolitan Capital Advisors International Limited were working capital and
margin borrowing through brokerage accounts maintained at Bear Stearns &
Company. The approximate aggregate amount of funds used to purchase such
securities was $2,187,324. The portion of such funds provided by margin
borrowing is not readily determinable and varies from time to time as a result
of varying margin account availability and other unrelated ongoing transactions
in such accounts. All such securities were acquired by open market purchases.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the transaction for each of the Reporting Persons is for
investment. Each Reporting Person may from time to time make additional
purchases of the Issuer's Common Stock and may dispose of any or all of the
Issuer's Common Stock held by it. None of the Reporting Persons has any current
plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D.
The Reporting Persons may, at any time and from time to time, review or
reconsider their positions with respect to the Issuer, and may change their
intentions as stated above.
CUSIP NO. 590049-10-2 PAGE 9 OF 16 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) The beneficial ownership and voting and dispositive power of
each of the Reporting Persons over Common Stock of the Issuer as of the date
hereof is as follows:
(i) Metropolitan Capital has purchased no shares of Common Stock
of the Issuer solely for its own account. However,
Metropolitan Capital may be deemed to have shared voting and
dispositive power over the 211,700 shares representing 3.42%
of Common Stock of the Issuer beneficially owned by Bedford
Falls Investors, L.P.
(ii) KJ Advisors, Inc. is the owner of shares of Common Stock of
the Issuer solely by reason of its position as General Partner
of Metropolitan Capital Partners II, L.P. which has
discretionary voting and dispositive power over assets held in
the Managed Accounts. Thus, by virtue of being the General
Partner of Metropolitan Capital Partners II, L.P., KJ
Advisors, Inc. may be deemed to have shared voting and
dispositive power over the 36,600 shares representing 0.59% of
Common Stock of the Issuer held in the Managed Accounts.
(iii) Metropolitan Capital III, Inc. has purchased no shares of
Common Stock of the Issuer solely for its own account.
However, by reason of its position as General Partner of
Metropolitan Capital Partners III, L.P. which has
discretionary voting and dispositive power over the assets of
Metropolitan Capital Advisors International Limited,
Metropolitan Capital III, Inc. may be deemed to have shared
voting and dispositive power over the 130,400 shares
representing 2.11% of the Common Stock of the Issuer owned by
Metropolitan Capital Advisors International Limited.
(iv) Jeffrey Schwarz may be deemed the beneficial owner of 378,700
shares representing 6.12% of the Common Stock of the Issuer as
a result of his being a director, executive officer and
controlling stockholder of Metropolitan Capital, KJ Advisors,
Inc. and Metropolitan Capital III, Inc. Jeffrey Schwarz does
not beneficially own any shares of Common Stock of the Issuer
other than through such positions.
(v) Karen Finerman may be deemed the beneficial owner of 378,700
shares representing 6.12% of the Common Stock of the Issuer as
a result of her being a director and executive officer of
Metropolitan Capital, and a director, executive officer and
stockholder of KJ Advisors, Inc. and Metropolitan Capital III,
Inc. Karen Finerman does not beneficially own any shares of
Common Stock of the Issuer other than through such positions.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons, have
been computed in accordance with Rule 13D-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
6,188,748 shares of Common Stock reported outstanding as of August 1, 1997, by
the Issuer in its proxy dated August 11, 1997.
(c) Transactions in the class of Securities reported on herein effected
within the last 60 days by Metropolitan Capital for and on behalf of Bedford
Falls Investors, L.P. are as follows. All such transactions comprise open market
purchases of Common Stock unless otherwise indicated.
CUSIP NO. 590049-10-2 PAGE 10 OF 16 PAGES
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DATE NO. OF SHARES PRICE PER SHARE TOTAL
---- ------------- --------------- -----
8/06/97 21,700 $17.251 $374,340.00
8/13/97 11,100 17.251 191,490.00
Transactions in the class of securities reported on herein effected
within the last 60 days by KJ Advisors, Inc., for and on behalf of the Managed
Accounts are as follows. All such transactions comprise open market purchases of
Common Stock unless otherwise indicated.
DATE NO. OF SHARES PRICE PER SHARE TOTAL
---- ------------- --------------- -----
7/10/97 6,200 $16.752 $103,865.00
7/16/97 4,900 17.807 87,252.64
7/18/97 2,200 17.757 39,065.00
8/06/97 1,600 17.259 27,615.00
8/06/97 1,000 17.265 17,265.00
8/13/97 1,100 17.264 18,990.00
8/13/97 1,000 17.265 17,265.00
Transactions in the class of securities reported on herein effected
within the last 60 days by Metropolitan Capital III, Inc., for and on behalf of
Metropolitan Capital Advisors International Limited are as follows. All such
transactions comprise open market purchases of Common Stock unless otherwise
indicated.
DATE NO. OF SHARES PRICE PER SHARE TOTAL
---- ------------- --------------- -----
7/02/97 6,600 $16.690 $110,152.50
7/07/97 10,000 16.752 167,515.00
7/16/97 20,300 17.804 361,428.08
7/18/97 16,200 17.751 287,565.00
8/06/97 30,000 17.251 517,515.00
8/13/97 3,200 17.255 55,215.00
(d) Not Applicable
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing.
CUSIP NO. 590049-10-2 PAGE 11 OF 16 PAGES
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Metropolitan Capital Advisors, Inc.
By: /s/ Jeffrey E. Schwarz
--------------------------------------------
Jeffrey E. Schwarz, Chief Executive Officer
Dated as of: August 13, 1997
CUSIP NO. 590049-10-2 PAGE 12 OF 16 PAGES
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
KJ Advisors, Inc.
By: /s/ Jeffrey E. Schwarz
--------------------------------------------
Jeffrey E. Schwarz, Chief Executive Officer
Dated as of: August 13, 1997
CUSIP NO. 590049-10-2 PAGE 13 OF 16 PAGES
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Metropolitan Capital III, Inc.
By: /s/ Jeffrey E. Schwarz
--------------------------------------------
Jeffrey E. Schwarz, Chief Executive Officer
Dated as of: August 13, 1997
CUSIP NO. 590049-10-2 PAGE 14 OF 16 PAGES
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
By: /s/ Jeffrey E. Schwarz
--------------------------------------------
Jeffrey E. Schwarz
Dated as of: August 13, 1997
CUSIP NO. 590049-10-2 PAGE 15 OF 16 PAGES
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
By: /s/ Karen Finerman
---------------------------------
Karen Finerman
Dated as of: August 13, 1997
CUSIP NO. 590049-10-2 PAGE 16 OF 16 PAGES
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EXHIBIT A
AGREEMENT OF JOINT FILING
MERIX CORPORATION
COMMON STOCK, NO PAR VALUE
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the join filing on behalf of each of them of a Statement on Schedule 13D and
any and all amendments thereto, with respect to the above referenced securities
and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 13th day of August, 1997.
<TABLE>
<CAPTION>
METROPOLITAN CAPITAL ADVISORS, INC. METROPOLITAN CAPITAL III, INC.
<S> <C>
By: /s/ Jeffrey E. Schwarz By: /s/ Jeffrey E. Schwarz
------------------------------------------- ---------------------------------------------
Jeffrey E. Schwarz, Chief Executive Officer Jeffrey E. Schwarz, Chief Executive Officer
KJ ADVISORS, INC.
By: /s/ Jeffrey E. Schwarz
--------------------------------------------
Jeffrey E. Schwarz, Chief Executive Officer
/s/ Jeffrey E. Schwarz /s/ Karen Finerman
- ------------------------------------------------ --------------------------------------------
Jeffrey E. Schwarz, Individually Karen Finerman, Individually
</TABLE>
