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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Orbit Semiconductor, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
68556E104
(CUSIP Number)
Charles A. Nalbone, Bear, Stearns & Co. Inc.
115 South Jefferson Road, Whippany, NJ 07981
(201) 739-2202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 26, 1996
(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 five
percent or less of such class. (See Rule 13d-7)
Note: When filing this statement, in paper format, six copies of
this statement, including exhibits, should be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP NO. 68556E104
13D
NAME OF REPORTING PERSON
S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:
1 BEAR, STEARNS & CO. INC.
IRS #13-3299429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*:
WC,PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)(e):
[ X ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7 SOLE VOTING POWER:
None
8 SHARED VOTING POWER:
None
9 SOLE DISPOSITIVE POWER:
None
10 SHARED DISPOSITIVE POWER:
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.0
14 TYPE OF REPORTING PERSON*:
BD
See Instructions Before Filling Out!
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Schedule 13D Amendment No. 1
This statement constitutes Amendment No. 1 to the statement on Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission by Bear,
Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of Orbit
Semiconductor, Inc. (the "Issuer").
Item 3: Source and Amount of Funds or Other Consideration
The aggregate amount of funds used in making the purchases of 86,844
shares of Common Stock of the Issuer referred to in Item 5(c) hereof was
approximately $1,085,550.00.
Item 5: Interest in Securities of the Issuer (as of 8/26/96)
(a) The responses of Bear Stearns to Rows (11) through (13) of the
cover page of this Amendment No. 1 to Schedule 13D are
incorporated herein by reference. To the best of Bear Stearns'
knowledge, none of its executive officers or directors
beneficially own any Common Stock of the Issuer.
(b) The responses of Bear Stearns to Rows (7) through (10) of the
cover page of this Amendment No. 1 to Schedule 13D are
incorporated herein by reference.
(c) Since the date of its initial filing on Schedule 13D, Bear
Stearns has effected transactions in the Common Stock of the
Issuer. Information concerning transactions in the Common Stock
effected by Bear Stearns is set forth on Appendix I.
(d) Not Applicable.
(e) On August 23, 1996, DII Group completed its acquisition of Orbit
Semiconductor, Inc. Pursuant to the terms of the acquisition, Orbit
shareholders received .45 percent share of DII for each Orbit share
held. On August 26, 1996, Bear Stearns exchanged its holding of Orbit
Semiconductor, Inc. pursuant to the above noticed agreement. Accordingly,
Bear Stearns ceased to be the beneficial owner of more than five percent
of the Common Stock of the Issuer on August 26, 1996.
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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.
Dated: August 28, 1996 BEAR, STEARNS & CO. INC.
By: /s/
Barry Cohen
Senior Managing Director
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APPENDIX I
BEAR, STEARNS & CO. INC.
Orbit Semiconductor, Inc.
Trading from 8/6/96 through 8/26/96
DATE QUANTITY DESCRIPTION PRICE / ENTRY AMOUNT
8/26/96 -406,166 Orbit Semi., Inc. EXCHANGED
8/22/96 2,200 Orbit Semi., Inc. 13.375 29,425.00
8/21/96 1,000 Orbit Semi., Inc. 13.0000 13,000.00
8/20/96 100 Orbit Semi., Inc. 12.8750 1,287.50
8/20/96 1,000 Orbit Semi., Inc. 12.8750 12,875.00
8/20/96 1,000 Orbit Semi., Inc. 13.2500 13,250.00
8/20/96 1,200 Orbit Semi., Inc. 13.1875 15,825.00
8/20/96 2000 Orbit Semi., Inc. 13.2500 26,500.00
8/19/96 900 Orbit Semi., Inc. 13.0000 11,700.00
8/19/96 2000 Orbit Semi., Inc. 13.1250 26,250.00
8/16/96 1000 Orbit Semi., Inc. 13.1875 13,187.50
8/16/96 2500 Orbit Semi., Inc. 13.1875 32,968.75
8/15/96 8500 Orbit Semi., Inc. 12.8750 109,437.50
8/14/96 2000 Orbit Semi., Inc. 12.8750 25,750.00
8/13/96 9300 Orbit Semi., Inc. 12.4000 115,320.00
8/12/96 500 Orbit Semi., Inc. 12.6250 6,312.50
8/12/96 1000 Orbit Semi., Inc. 12.8750 12,875.00
8/12/96 1000 Orbit Semi., Inc. 12.8750 12,875.00
8/12/96 1000 Orbit Semi., Inc. 12.6250 12,625.00
8/12/96 1200 Orbit Semi., Inc. 12.6250 15,150.00
8/12/96 1500 Orbit Semi., Inc. 12.8125 19,218.75
8/12/96 2000 Orbit Semi., Inc. 12.6250 25,250.00
8/12/96 2500 Orbit Semi., Inc. 12.5000 31,250.00
8/12/96 3000 Orbit Semi., Inc. 12.6250 37,875.00
8/09/96 100 Orbit Semi., Inc. 12.3750 1,237.50
8/09/96 1000 Orbit Semi., Inc. 12.5000 12,500.00
8/09/96 1000 Orbit Semi., Inc. 12.5000 12,500.00
8/09/96 1900 Orbit Semi., Inc. 12.3750 23,512.50
8/09/96 2500 Orbit Semi., Inc. 12.5000 31,250.00
8/08/96 56 Orbit Semi., Inc. 12.0000 672.00
8/08/96 300 Orbit Semi., Inc. 12.0625 3,618.75
8/08/96 352 Orbit Semi., Inc. 12.0000 4,224.00
8/08/96 600 Orbit Semi., Inc. 12.0000 7,200.00
8/08/96 1000 Orbit Semi., Inc. 12.125 12,125.00
8/08/96 1000 Orbit Semi., Inc. 12.0625 12,062.50
8/08/96 1900 Orbit Semi., Inc. 12.0625 22,918.75
8/08/96 1448 Orbit Semi., Inc. 11.9857 17,355.29
8/08/96 870 Orbit Semi., Inc. 11.9857 10,427.56
8/08/96 2174 Orbit Semi., Inc. 11.9857 26,056.91
8/07/96 300 Orbit Semi., Inc. 12 3,600.00
8/07/96 500 Orbit Semi., Inc. 12 6,000.00
8/07/96 500 Orbit Semi., Inc. 12 6,000.00
8/07/96 700 Orbit Semi., Inc. 12 8,400.00
8/07/96 800 Orbit Semi., Inc. 12 9,600.00
8/07/96 1000 Orbit Semi., Inc. 12 12,000.00
8/07/96 1200 Orbit Semi., Inc. 12 14,400.00
8/07/96 2000 Orbit Semi., Inc. 12 24,000.00
8/07/96 2200 Orbit Semi., Inc. 11.875 26,125.00
8/07/96 5000 Orbit Semi., Inc. 12 60,000.00
8/07/96 5000 Orbit Semi., Inc. 12 60,000.00
(Various Discretionary Accounts)
(Aggregate Transactions)
8/26/96 -13475 Orbit Semi., Inc. EXCHANGED
8/08/96 1448 Orbit Semi., Inc. 11.9857 17,355.29
8/08/96 870 Orbit Semi., Inc. 11.9857 10,427.56
8/08/96 2174 Orbit Semi., Inc. 11.9857 26,056.91
