-----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, VnWu/O3ewIlJjW9S7LID/bLAEb86UGeIJQ7j9C6/nGEZr6xHUVAc1lSvHK0EMDRe BX7eJhNc9bQSB0AGDIDQhg== 0000891554-96-000080.txt : 19960216 0000891554-96-000080.hdr.sgml : 19960216 ACCESSION NUMBER: 0000891554-96-000080 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960215 SROS: NASD GROUP MEMBERS: NORMAN J. WECHSLER GROUP MEMBERS: WECHSLER & CO INC /BD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROSEMI CORP CENTRAL INDEX KEY: 0000310568 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952110371 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20930 FILM NUMBER: 96520996 BUSINESS ADDRESS: STREET 1: 2830 S FAIRVIEW ST STREET 2: PO BOX 26890 CITY: SANTA ANA STATE: CA ZIP: 92704 BUSINESS PHONE: 7149798220 FORMER COMPANY: FORMER CONFORMED NAME: MICROSEMICONDUCTOR CORP DATE OF NAME CHANGE: 19830323 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WECHSLER & CO INC /BD CENTRAL INDEX KEY: 0000105252 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 131944376 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 105 S BEDFORD RD STE 310 CITY: NEW YORK STATE: NY ZIP: 10549 BUSINESS PHONE: 9142426069 MAIL ADDRESS: STREET 1: 105 SOUTH BEDFORD ROAD STREET 2: STE 310 CITY: MOUNT KISCO STATE: NY ZIP: 10549 FORMER COMPANY: FORMER CONFORMED NAME: WECHSLER & CO INC /BD DATE OF NAME CHANGE: 19940201 SC 13G/A 1 MICROSEMI CORPORATION SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* MICROSEMI CORPORATION (Name of Issuer) COMMON STOCK, par value $.20 per share (Title of Class of Securities) 595137100 (CUSIP Number) Check the following box if a fee is being paid with this statement |_|. (A fee is not required only if the filing 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). * The remainder of this cover page should 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 the disclosures provided in a prior cover page. The information required in 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). Page 1 of 11 Pages CUSIP No. 595137100 13G Page 2 of 11 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WECHSLER & CO., INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 1,562,620 (including 915,941 shares issuable upon OWNED BY conversion of convertible securities of the Issuer) EACH ---------------------------------------------------------- PERSON 6 SHARED VOTING POWER REPORTING WITH Not Applicable ---------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 1,562,620 (including 915,941 shares issuable upon conversion of convertible securities of the Issuer) ---------------------------------------------------------- 8 SHARED DISPOSITIVE POWER Not Applicable - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,562,620 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.9% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON BD - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 11 Pages SCHEDULE 13G Item 1(a). Name of Issuer: MICROSEMI CORPORATION Item 1(b). Address of Issuer's Principal Executive Offices: 2830 S. Fairview Street Santa Ana, CA 92704 Item 2(a). Name of Person Filing: This Schedule 13G is filed on behalf of Wechsler & Co., Inc. (the "Reporting Person"). Item 2(b). Address of Principal Business Office or, If None, Residence: Suite 310 105 South Bedford Road, Mount Kisco, New York 10549 Item 2(c). Citizenship: The Reporting Person is a New York corporation. Item 2(d). Title of Class of Securities: Common Stock, par value $.20 per share. Item 2(e). CUSIP Number: 595137100 Item 3. Type of Reporting Person: (a) The Reporting Person is a broker/dealer registered under Section 15 of the Securities Exchange Act of 1934. (b)-(h): Not applicable Item 4. Ownership: (a) Amount Beneficially Owned: The Reporting Person beneficially owns 1,562,620 shares of Common Stock, which amount includes 915,941 shares issuable upon conversion of $12,411,000 principal amount of 5 7/8% Convertible Subordinated Debentures due 2012 (the "Debentures") of the Issuer. Page 3 of 11 Pages (b) Percentage of Class: 17.9% (c) Number of Shares as to Which Such Person Has: (i) sole power to vote or direct the vote: 1,562,620 shares (including 915,941 shares of Common Stock issuable upon the conversion of $12,411,000 principal amount of Debentures). (ii) shared power to vote or direct the vote: Not applicable. (iii) sole power to dispose or direct the disposition of: 1,562,620 shares (including 915,941 shares of Common stock issuable upon the conversion of $12,411,000 principal amount of Debentures). (iv) shared power to dispose or direct the disposition of: Not applicable. Items 5-9. Not applicable. Item 10. Certification: By signing below, the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose and do not have the effect of changing or influencing the control of the Issuer of such securities, and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Page 4 of 11 Pages SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 12, 1996 WECHSLER & CO., INC. By: /s/ Norman J. Wechsler ---------------------------- Norman J. Wechsler Chairman of the Board President Page 5 of 11 Pages EX-99 2 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MICROSEMI CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 595137100 (CUSIP Number) Check the following box if a fee is being paid with this statement |X|. (A fee is not required only if the filing 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). * The remainder of this cover page should 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 the disclosures provided in a prior cover page. The information required in 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). Page 6 of 11 Pages CUSIP No. 595137100 13G Page 7 of 11 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wechsler & Krumholz, Inc. 13-1944-376 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 648,987 OWNED BY ---------------------------------------------------------- EACH 6 SHARED VOTING POWER PERSON REPORTING Not Applicable WITH ---------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 648,987 ---------------------------------------------------------- 8 SHARED DISPOSITIVE POWER Not Applicable - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 648,987 shares - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.15% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON BD - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 7 of 11 Pages SCHEDULE 13G Item 1(a) Name of Issuer: The issuer of the common stock to which this Schedule 13G relates is Microsemi Corp. (the "Company"). Item 1(b) Address of Issuer's Principal Executive Offices: The company's principal executive offices are located at 2830 S. Fairview, Santa Anna, California 92704. Item 2(a) Name of Person Filing: This Schedule 13G is filed on behalf of Wechsler & Krumholz, Inc., a New York corporation (the "Reporting Person"). Item 2(b) Address of Principal Business Office The Reporting Person's principal business offices is located at 39 Broadway, New York, New York 10006. Item 2(c) Citizenship The Reporting Person is a New York corporation. Item 2(d) Title of Class of Securities: The security to which this Schedule 13G relates is the common stock of the Company. Item 2(e) CUSIP Number The Cusip Number of the Common Stock is 595137100. Page 8 of 11 Pages Item 3 Type of Reporting Person The Reporting Person is a Broker or Dealer registered under Section 15 of the Securities Exchange Act of 1934. Item 4 Ownership (a) Amount Beneficially Owned: 648,987 shares of Common Stock, which amount includes the shares that the Reporting Person may obtain upon conversion (the "Conversion") of its holdings of the issuer's convertible debt instruments. (b) Percentage of Class: 8.15% (c) Number of Shares as to Which Such Person Has: (i) sole power to vote or direct the vote: 648,987 shares of Common Stock (giving effect to the Conversion) (ii) shared power to vote or direct the vote: None (iii) sole power to dispose or direct the disposition: 648,987 shares of Common Stock (giving effect to the Conversion) (iv) shared power to dispose or direct the disposition of: None Page 9 of 11 Pages Item 5 Ownership of Five Percent or less of a Class Not Applicable Item 6 Ownership of Five Percent on Behalf of Another Person Not Applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8 Identification and Classification of Members of the Group Not Applicable Item 9 Notice of Dissolution of Group Not Applicable Item 10 Certification By signing below, the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose and do not have the effect of changing or influencing the control of the Issuer of such securities, and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Page 10 of 11 Pages 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. Date: July 3, 1990 WECHSLER & KURMHOLZ, INC. By: /s/ Richard Zeeman ---------------------------------- Richard Zeeman Executive Vice-President Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----