UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
TENNEY ENGINEERING, INC.
(Name of Issuer)
Common Stock, Par Value $..01 per share
(Title of Class of Securities)
880625-10-8
(CUSIP Number)
Martin Pelman
c/o TENNEY ENGINEERING, INC.
1090 Springfield Road, Union, NJ 07083 Tel.908-686-7870
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 13, 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 the 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: 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.
*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).
(Continued on following page(s))
Page 1 of 4 Pages<PAGE>
CUSIP No. 880625-10-8
SCHEDULE 13D Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert S. Schiffman ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 488,395
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,914
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 488,395
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,914
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,309
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Item 1.Security and Issuer.
Common Stock of Tenney Engineering, Inc. ("Tenney"),
1090 Springfield Road, Union, New Jersey 07083
Item 2. Identity and Background.
The reporting person is Robert S. Schiffman, a United States citizen,
whose business address is c/o Tenney Engineering, Inc., 1090 Springfield
Road, Union, New Jersey 07083. Mr. Schiffman's principal occupation is
Chairman, President and Chief Executive Officer of Tenney. Mr. Schiffman
has had no involvement in any judicial or administrative proceeding of a
type required to be disclosed hereunder.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction
Not applicable.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, the reporting person owns an
aggregate of 358,395 shares of Tenney common stock as to which he has sole
voting and dispositive power. In addition, the reporting person shares
voting and dispositive power with respect to 2,914 shares of
Tenney common stock registered in the name of his wife.
The reporting person holds an Incentive Stock Option to purchase
65,000 shares of Tenney common stock at a price of $.257812 per share on or
before May 31, 1998.
On August 15,1996, the reporting person received an additional stock
option pursuant to Tenney's 1995 Incentive Stock Option Plan to purchase
65,000 shares of Tenney's common stock at a purchase price of $.9453125 per
share. The option is exercisable between February 15, 1997 and August 14,
1999.
The aggregate number of shares owned by the reporting
person and his wife and subject to option is 491,309 and represents
approximately 12.8% of Tenney's outstanding shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be filed as Exhibits.
Not applicable.
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.
s/Robert S. Schiffman
Signature
Robert S. Schiffman Date: December 13, 1996
Name
