SIGNAL TECHNOLOGY CORP
SC 13G/A, 1999-02-11
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G
                                 (RULE 13D-102)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
          TO RULES 13D-1(B) (C), AND (D) AND AMENDMENTS THERETO FILED
                           PURSUANT TO RULE 13D-2(B)

                              (AMENDMENT NO. 1) 1/

                         Signal Technology Corporation
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
                         (Title of Class of Securities)

                                   826675100
                                 (CUSIP Number)

                                December 31, 1998
            (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [ ]  Rule 13d-1(b)
     [ ]  Rule 13d-1(c)
     [x]  Rule 13d-1(d)

__________________

     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 the disclosures provided in a prior cover page.

     The information required in 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).

<PAGE>

CUSIP No. 826675100                     13G                   Page 2 of 7 Pages

======== ======================================================================
 1       NAMES OF REPORTING PERSONS
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

         Bernard P. O'Sullivan

======== ======================================================================
 2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
         (SEE INSTRUCTIONS)
                                                                    (a)  [ ]
                                                                    (b)  [X]

======== ======================================================================
 3       SEC USE ONLY

======== ======================================================================
 4       CITIZENSHIP OR PLACE OF ORGANIZATION

         The United States of America

======== ======================================================================
                             5       SOLE VOTING POWER

        NUMBER OF                    519,252 (See Item 4.)
          SHARES
       BENEFICIALLY      ======== =============================================
        OWNED BY             6       SHARED VOTING POWER
          EACH 
         REPORTING                   121,000 (See Item 4.)
         PERSON
         WITH            ======== =============================================
                             7       SOLE DISPOSITIVE POWER

                                     220,967 (See Item 4.)

                         ======== =============================================
                             8       SHARED DISPOSITIVE POWER

                                     121,000 (See Item 4.)

======== ======================================================================
 9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         640,252 (See Item 4.)

======== ======================================================================
10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

         [ ]
======== ======================================================================
11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         8.4%
======== ======================================================================
12       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

         IN
======== ======================================================================

<PAGE>

CUSIP No. 826675100                        13G                Page 3 of 7 Pages


ITEM 1(A).     NAME OF ISSUER:

               Signal Technology Corporation 

ITEM 1(B).     ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

               222 Rosewood Drive
               Danvers, Massachusetts  01923

ITEM 2(A).     NAME OF PERSON FILING:

               Bernard P. O'Sullivan

ITEM 2(B).     ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

               176 South Collier Boulevard
               Marco Island, Florida  34145

ITEM 2(C).     CITIZENSHIP:

               The United States of America

ITEM 2(D).     TITLE OF CLASS OF SECURITIES:

               Common Stock, par value $.01 per share (the "shares")

ITEM 2(E).     CUSIP NUMBER:

               826675100


<PAGE>

CUSIP No. 826675100                        13G                Page 4 of 7 Page

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B)
        OR (C), CHECK WHETHER THE PERSON FILING IS A:

        (a) [ ] Broker or dealer registered under Section 15 of the Exchange 
                Act;

        (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;


        (c) [ ] Insurance company as defined in Section 3(a)(19) of the
                Exchange Act;

        (d) [ ] Investment company registered under Section 8 of the
                Investment Company Act;

        (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)
                (E);

        (f) [ ] An employee benefit plan or endowment fund in accordance with
                Rule 13d-1(b)(1)(ii)(F);

        (g) [ ] A parent holding company or control person in accordance with
                Rule 13d-1(b)(1)(ii)(G);

        (h) [ ] A savings association as defined in Section 3(b) of the Federal
                Deposit Insurance Act;

        (i) [ ] A church plan that is excluded from the definition of an 
                investment company under Section (c)(14) of the Investment 
                Company Act;

        (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J);

         If this statement is filed pursuant to Rule 13d-1(c), check 
         this box.  [x]

<PAGE>

CUSIP No. 826675100                        13G                Page 5 of 7 Page

ITEM 4. OWNERSHIP:

       (a) Amount beneficially owned:
       (b) Percent of class: 
       (c) Number of shares as to which such person has:
           (i) Sole power to vote or direct the vote: 519,252(1)
          (ii) Shared power to vote or direct the vote: 121,000(2)
         (iii) Sole power to dispose or direct the disposition of: 220,967 
          (iv) Shared power to dispose or direct the disposition of: 121,000(2)

           (1) Includes: (a) 117,991 shares of which the Reporting Person has 
               the right to vote, but of which William L. Murphy has the entire
               right to dispose and direct or indirect pecuniary interest; (b)
               54,000 shares held by a trust of which the Reporting Person's 
               grandchildren are beneficiaries and the Reporting Person has the
               sole voting power and his wife and son have joint investment
               power; and (c) 126,294 shares held by a trust of which the 
               Reporting Person's children are beneficiaries and of which the 
               Reporting Person has sole voting power and his wife and nephew 
               have joint investment power. Does not include 50,167 shares held
               by the Reporting Person's spouse. The Reporting Person disclaims
               beneficial ownership over all such shares.

           (2) Includes 121,000 held jointly by the Reporting Person and his 
               spouse.

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

               Not applicable.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

               Not applicable.

TEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

               Not applicable.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

               Not applicable.

<PAGE>

CUSIP No. 826675100                        13G                Page 6 of 7 Page

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP:

               Not applicable.

ITEM 10. CERTIFICATION:

               Not applicable.


<PAGE>

CUSIP No. 826675100                        13G                Page 7 of 7 Page


                                   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.


   2/10/99
___________
    (Date)

                                             /s/ Bernard P. O'Sullivan
                                             __________________________
                                                 Bernard P. O'Sullivan


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