SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
AYDIN Corporation
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(Name of issuer)
COMMON STOCK, $1.00 PAR VALUE
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(Title of class of securities)
054681101
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
July 30, 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(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.
(Continued on following pages)
(Page 1 of 10 Pages)
Exhibit List on Page 9
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(1) 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 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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CUSIP No. 054 68 1101 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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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*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 475,700
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
475,700
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
475,700
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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)
9.1%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 054 68 1101 13D Page 3 of 10 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
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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 ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 475,700
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
475,700
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
475,700
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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)
9.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 054 68 1101 13D Page 4 of 10 Pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
This statement relates to shares (the "Shares") of the common
stock, $1.00 par value per share ("Common Stock"), of AYDIN Corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 700
Dresher Road, Horsham, Pennsylvania
19044.
Item 2. Identity and Background.
(a) This Statement is filed by Steel Partners II, L.P., a
Delaware limited partnership ("Steel Partners II"), and Warren G.
Lichtenstein.
Steel Partners, L.L.C., a Delaware limited liability company
("Partners LLC"), is the general partner of Steel Partners II. The sole
executive officer and managing member of Partners LLC is Warren Lichtenstein,
who is Chairman of the Board, Chief Executive Officer and Secretary.
Each of the foregoing are referred to as a "Reporting Person"
and collectively as the "Reporting Persons". By virtue of his position with
Steel Partners II, Mr. Lichtenstein has the power to vote and dispose of the
Issuer's Shares owned by Steel Partners II. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.
(b) The principal business address of each Reporting Person is
150 East 52nd Street, 21st Floor, New York, New York
10022.
(c) The principal business of Steel Partners II is investing
in the securities of microcap companies. The principal occupation of Mr.
Lichtenstein is investing in the securities of microcap companies.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been
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.
(f) Mr. Lichtenstein is a citizen of the United States of
America.
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CUSIP No. 054 68 1101 13D Page 5 of 10 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 475,700 Shares of Common
Stock owned by Steel Partners II is $4,058,544. The Shares of Common Stock owned
by Steel Partners II were acquired with partnership funds.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the shares of Common Stock
based on the Reporting Persons' belief that the shares at current market prices
are undervalued and represent an attractive investment opportunity. Depending
upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of shares of Common Stock at prices that
would make the purchase of additional shares desirable, the Reporting Persons
may endeavor to increase their position in the Issuer through, among other
things, the purchase of shares of Common Stock on the open market or in private
transactions, through a tender offer or otherwise, on such terms and at such
times as the Reporting Persons may deem advisable.
The Reporting Persons have had discussions with the Issuer and
intend to have future discussions with the Issuer about the business operations
of the Issuer and ways to enhance stockholder value, and intend to actively
monitor efforts by management to increase stockholder value. The Reporting
Persons may also decide in the future, should the Reporting Persons believe that
the Issuer's Shares continue to be undervalued, to propose that the Issuer
retain an investment banker to solicit offers for a transaction whereby all or a
portion of the Issuer be sold. In connection therewith, the Reporting Persons
may seek to participate in such transaction or seek to acquire control of the
Issuer in a negotiated transaction or otherwise. Should the Reporting Persons
believe that the Issuer's Shares continue to be undervalued, the Reporting
Persons also may seek in the future to have one or more of its representatives
appointed to the Board of Directors of the Issuer, by agreement with the Issuer
or otherwise, including by running its own slate of nominees at an annual or
special meeting of the Issuer. The Reporting Persons may in the future propose
other matters for consideration and approval by the Issuer's stockholders or the
Board of Directors, through a solicitation of proxies, consent solicitation or
otherwise, but has not identified such matters at this date.
No Reporting Person has any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur
upon completion of any of the actions discussed above. Steel Partners II intends
to review its investment in the Issuer on a continuing basis and, depending on
various factors including, without limitation, the Issuer's financial position
and investment strategy, the price levels of the Common Stock, conditions in the
securities markets and general
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CUSIP No. 054 68 1101 13D Page 6 of 10 Pages
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economic and industry conditions, may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate including,
without limitation, purchasing additional Shares of Common Stock or selling some
or all of its Shares or to change its intention with respect to any and all
matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 5,216,300 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 4, 1998.
As of the close of business on August 7, 1998, Steel Partners
II beneficially owns 475,700 Shares of Common Stock, constituting approximately
9.1% of the Shares outstanding. Mr. Lichtenstein beneficially owns 475,700
Shares, representing approximately 9.1% of the Shares outstanding. Mr.
Lichtenstein has sole voting and dispositive power with respect to the 475,700
Shares owned by Steel Partners II by virtue of his authority to vote and dispose
of such Shares. All of such Shares were acquired in open-market transactions.
(b) By virtue of his positions with Steel Partners II, Mr.
Lichtenstein has the sole power to vote and dispose of the Shares reported in
this Schedule 13D.
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock in the last sixty days by the Reporting Persons.
(d) No person other than the Reporting Persons is known to
have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, such Shares of the Common Stock.
(e) No applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Other than as described herein, there are no contracts,
arrangements or understandings among the Reporting Persons, or between the
Reporting Persons and any other Person, with respect to the securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement.
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CUSIP No. 054 68 1101 13D Page 7 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 7, 1998 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By:/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
/s/ Warren G. Lichtenstein
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WARREN G. LICHTENSTEIN
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CUSIP No. 054 68 1101 13D Page 8 of 10 Pages
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SCHEDULE A
Transactions in the Shares Within the Past 60 Days
Shares of Common
Stock Price Per Date of
Purchased/(Sold) Share Purchase/Sale
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STEEL PARTNERS II, L.P.
14,000 9.02214 6/05/98
2,200 9.04500 6/11/98
24,000 8.94500 6/12/98
1,000 8.91500 6/17/98
17,800 8.90185 6/18/98
2,000 8.92000 6/19/98
4,000 8.95125 6/22/98
14,000 8.89057 6/24/98
32,000 8.85450 6/25/98
5,500 8.81230 6/26/98
29,000 8.65830 7/01/98
10,000 8.54500 7/02/98
3,000 8.58500 7/06/98
5,000 8.46000 7/07/98
15,100 8.41360 7/08/98
9,000 8.33500 7/09/98
5,000 8.29750 7/13/98
2,000 8.33500 7/14/98
84,500 7.69293 7/30/98
15,000 7.53830 7/31/98
46,000 7.57500 8/3/98
56,000 7.42990 8/4/98
12,700 7.58000 8/5/98
900 7.85250 8/6/98
WARREN LICHTENSTEIN
None.
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CUSIP No. 054 68 1101 13D Page 9 of 10 Pages
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EXHIBIT INDEX
Exhibit Page
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1. Joint Filing Agreement 10
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D dated August 7,
1998 (including amendments thereto) with respect to the Common Stock of AYDIN
Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.
Dated: August 7, 1998 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By:/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
/s/ Warren G. Lichtenstein
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WARREN G. LICHTENSTEIN
