UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
TENNEY ENGINEERING, INC.
(Name of Issuer)
Common Stock, Par Value $..01 per share
(Title of Class of Securities)
880625-10-8
880625-20-7
(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)
May 29, 1997
(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
880625-20-7
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 538,395 Series A Common Stock
BENEFICIALLY 538,395 Series B Common Stock
OWNED BY 8 SHARED VOTING POWER
EACH 2,914 Series A Common Stock
REPORTING 2,914 Series B Common Stock
PERSON 9 SOLE DISPOSITIVE POWER
WITH 538,395 Series A Common Stock
538,395 Series B Common Stock
10 SHARED DISPOSITIVE POWER
2,914 Series A Common Stock
2,914 Series B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,309 Series A Common Stock
541,309 Series B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9% Series A Common Stock
13.9% Series B Common Stock
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Item 1.Security and Issuer.
Series A and Series B 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 Series A and 358,395 shares of
Series B 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 Series A and
2,914 shares* of Series B of Tenney Common Stock registered in the
name of his wife.
Effective April 11, 1997 each share of Tenney Common Stock was
reclassified as a share of Series B Common Stock. The Board of
Directors declared a stock distribution, payable May 27, 1997, of
one share of Series A Common Stock for each share of Series B
Common Stock outstanding on April 11, 1997.
The reporting person holds an Incentive Stock Option to
purchase 65,000 units of Series A and of Series B Tenney Common
Stock at a price of $.257812 per unit, each unit consisting of one
share of Series A and one share of Series B Common Stock on or
before May 31, 1998, and an Incentive Stock Option to purchase
65,000 units of Series A and of Series B Tenney Common Stock at a
purchase price of $.9453125 per unit each unit consisting of one
share of Series A and one share of Series B Common Stock,
exercisable on or before August 14, 1999.
On January 27, 1997 the reporting person received an
additional stock option pursuant to Tenney's 1995 Incentive Stock
Option Plan to purchase 50,000 units of Series A and Series B
Tenney Common Stock at a purchase price of $.7046875
per unit each unit consisting of one share Series A and one share
of Series B Common Stock. The option is exercisable between July
28, 1997 and January 26, 2000.
The aggregate number of shares owned by the reporting
person and his wife and subject to option is 541,309 Series A
Common Stock and 541,309 Series B Common Stock and represents
approximately 13.9% of Series A Common Stock outstanding and 13.9%
of Series B Common Stock outstanding.
* Adjusted for Stock Distribution.
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: May 29, 1997
Name
