-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hr7H5nvsJsEJcIt7/bo3s10kog3EMcmuY5ORVC/l44f3gOj5r0M0v0fzoWzLfMbG sdF+rLoxP1W7DCpASI/BkQ== 0001067621-06-000033.txt : 20061227 0001067621-06-000033.hdr.sgml : 20061227 20061226173845 ACCESSION NUMBER: 0001067621-06-000033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061227 DATE AS OF CHANGE: 20061226 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: JAMES CHADWICK GROUP MEMBERS: LAWRENCE GOLDSTEIN GROUP MEMBERS: PHILLIP GOLDSTEIN GROUP MEMBERS: SOHAIL MALAD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN PHILLIP CENTRAL INDEX KEY: 0001067621 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH PITTSBURGH SYSTEMS INC CENTRAL INDEX KEY: 0000764765 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 251485389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32402 FILM NUMBER: 061299388 BUSINESS ADDRESS: STREET 1: 4008 GIBSONIA RD CITY: GIBSONIA STATE: PA ZIP: 15044-9311 BUSINESS PHONE: 7244439600 MAIL ADDRESS: STREET 1: 4008 GIBSONIA ROAD CITY: GIBSONIA STATE: PA ZIP: 15044-9311 SC 13D/A 1 npsiadvancenotice.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 12/26/06 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein, Andrew Dakos, Santa Monica Partners Opportunity Fund, L.P., Santa Monica Partners L.P., Santa Monica Partners II L.P., Lawrence J. Goldstein, Monarch Activist Partners L.P., James Chadwick, Sohail Malad, Nadel and Gussman Funds LLC. 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER NA 8. SHARED VOTING POWER NA 9. SOLE DISPOSITIVE POWER NA _________________________________________________________ 10. SHARED DISPOSITIVE POWER NA 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 987,791 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.58% 14. TYPE OF REPORTING PERSON NA ________________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein, Andrew Dakos, Bulldog Investors 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 494,122 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 494,122 _________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 494,122 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 3.29% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ 1. NAME OF REPORTING PERSON Santa Monica Partners Opportunity Fund, L.P., Santa Monica Partners L.P., Santa Monica Partners II L.P., Lawrence J. Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 351,491 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 351,491 _________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 351,491 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 2.34% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ 1. NAME OF REPORTING PERSON Monarch Activist Partners L.P., James Chadwick, Sohail Malad, Nadel and Gussman Funds LLC 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 142,178 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 142,178 _________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 142,178 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 ..95% 14. TYPE OF REPORTING PERSON IA This statement constitutes amendment No.4 to the Schedule 13D filed on April 4, 2006. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 4 is amended as follows: ITEM 4. PURPOSE OF TRANSACTION The reporting persons have sent the attached letter (Exhibit 1) to the Issuer on December 18, 2006. Item 5 is amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the 10Q filed on 11/9/06 there were 15,005,000 shares of NPSI outstanding as of 11/3/06. The percentage set forth in item 5 was derived using such number. Bulldog Investors, Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 494,122 shares of NPSI. Power to dispose and vote securities resides solely with Mr. Goldstein or Mr. Dakos or jointly with both. Santa Monica Partners, SMPII, SMPOF and accounts of Lawrence J. Goldstein are beneficial owners of 351,491 shares of NPSI. Power to dispose and vote securities resides with Mr. Lawrence J. Goldstein. Monarch Activist Partners L.P. is the beneficial owner of 142,178 shares of NPSI. Power to dispose and vote securities resides with Mr. James Chadwick. NGCF is the beneficial owner of 2,942 shares of NPSI. Power to vote and dispose of securities resides with Chadwick Capital whose managing partner is Mr. James Chadwick. c) During the past 60 days the following shares of NPSI were traded (unless already reported): Bulldog Investors, Phillip Goldstein and Andrew Dakos: Date Transaction Shares Share Price 12/19/2006 buy 2,200 23.9409 12/20/2006 buy 1,200 23.33 Santa Monica Partners, SMPII and SMPOF and accounts of Lawrence J. Goldstein: Date Transaction Shares Share Price 12/18/2006 buy 7,000 23.951428 Monarch Activist Partners L.P., NGCF Date Transaction Shares Share Price 12/18/2006 buy 5000 23.666 d) Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds. e) NA Item 7 is amended as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Letter to the Corporate Secretary 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: 12/26/06 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos By: /s/ Lawrence J. Goldstein Name: Lawrence J. Goldstein By: /s/ James Chadwick Name: James Chadwick By: /s/ Sohail Malad Name: Sohail Malad Exhibt 1. Letter to the Corporate Secretary [Bulldog Investors Letterhead] Full Value Partners L.P. Park 80 West, Plaza Two Saddle Brook, NJ 07663 Phone (201) 556-0092 Fax (201) 556-0097 December 18, 2006 N. William Barthlow Corporate Secretary North Pittsburgh Systems, Inc. 4008 Gibsonia Road Gibsonia, Pa 15044-9311 Dear Mr. Barthlow: As you know, Full Value Partners L.P. is a major shareholder of North Pittsburgh Systems, Inc. ("NPSI") and is a member of a group that is NPSI's largest shareholder. Please be advised that at the 2007 annual shareholder meeting Full Value Partners intends (1) to nominate two persons for election as directors and (2) to propose that the poison pill shall be waived for a cash offer for all shares of NPSI. The purpose of the proposal is to remove an impediment to allowing shareholders to consider accepting such an offer. Full Value Partners beneficially owns 204,060 shares of NPSI which are held in street name. i.e., the shares are registered in the name of Cede & Co. The Nominees are: Peter Saulnier (born 1961) 555 Spring Valley Road Morristown, NJ 07960. Mr. Saulnier is Managing Partner of Harding Capital LLC a financial advisory firm focused on emerging and middle market companies in technology, telecommunications, manufacturing and consumer products, which he founded in 1999. Mr. Saulnier was Senior Vice President and Chief Financial Officer of Country Road Communications, LLC ("Country Road") from 2000 to 2005. Since its formation in 2000, Country Road has acquired and managed five ILECs in Maine, California, Massachusetts and West Virginia and started a CLEC and wholesale telecommunications business in Maine. From 1983 to 1999 Mr. Saulnier held positions in investment banking and mergers and acquisitions at several firms including Smith Barney, Bear Stearns and SG Cowen. Mr. Saulnier has a BA degree in Political Economy from Williams College and an MBA from Tuck School of Business at Dartmouth where he was elected an Edward Tuck Scholar. Andrew Dakos (born 1966); Park 80 West, Plaza Two, Suite C04, Saddle Brook, NJ 07663 - Mr. Dakos is a principal of the general partner of three investment partnerships in the Bulldog Investors group of funds: Opportunity Partners L.P., Opportunity Income Plus Fund L.P., and Full Value Partners L.P. and President of Elmhurst Capital, Inc. an investment advisory firm. He has been a director of the Mexico Income and Equity Fund since 2001. He has also been a director of UVitec Printing Ink, Inc, a privately held manufacturing company, since 2001. Mr. Saulnier personally beneficially owns 500 shares of NPSI. Mr. Dakos does not personally own any shares but, as noted above, is a principal of the general partners of Opportunity Partners L.P., Opportunity Income Plus Fund L.P., and Full Value Partners L.P. that beneficially own in aggregate 383,049 shares. Each of our nominees has consented to be named in the proxy statement as a nominee and to serve as a director if elected. There are no arrangements or understandings between Full Value Partners and any of the above nominees or any other person(s) in connection with the nominations. The proposal is: "In the event a cash offer is made for all shares of NPSI, the poison pill shall be waived." Please see our schedule 13D filings for further details and advise us immediately if this notice is deficient in any way so that we can promptly cure any deficiency. Finally, please advise us if you would like any other information. Thank you. Very truly yours, Andrew Dakos Managing Member Full Value Advisors LLC General Partner -----END PRIVACY-ENHANCED MESSAGE-----