UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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 Numbers)
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 18, 1998
(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
CUSIP Nos. 880625-10-8 SCHEDULE 13D Page 2 of 4 Pages
880625-20-7
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
454,606 Series B Common Stock
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 2,914 Series A Common Stock
2,914 Series B Common Stock
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 538,395 Series A Common Stock
454,606 Series B Common Stock
PERSON 10. SHARED DISPOSITIVE POWER
WITH 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
457,520 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)
14.2% Series A Common Stock
12.3% Series B Common Stock
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP Nos. 880625-10-8 SCHEDULE 13D Page 3 of 4 Pages
880625-20-7
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 423,395 shares of Series A and 339,606 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 Tenney Common Stock registered in the name of his wife.
Effective May 18, 1998, the reporting person exercised an
Incentive Stock Option to purchase 65,000 units, each unit
consisting of one share of Series A Common Stock and one share of
Series B Common Stock, at a price of $0.257812 per unit. Payment
for such exercise was made by the surrender of 83,789 shares of
Series B Common Stock of the Company.
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 457,520 Series B Common Stock, and represents approximately
14.2% of Series A Common Stock outstanding and 12.3% of Series B
Common Stock outstanding.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Not applicable.
CUSIP No. 880625-10-8 SCHEDULE 13D Page 4 of 4 Pages
880625-20-7
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: June 3, 1998
Name
