-----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, Hw/ikcw49N47FBpx9ji63V2XITk591FgZqJQ7EhmKPXDLtboAxp8XizPE6/y21AT R9Ca2YT6R4Dc9YtAwAW0tw== 0000884306-99-000098.txt : 19990809 0000884306-99-000098.hdr.sgml : 19990809 ACCESSION NUMBER: 0000884306-99-000098 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990802 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LECROY CORP CENTRAL INDEX KEY: 0000943580 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 132507777 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44819 FILM NUMBER: 99676020 BUSINESS ADDRESS: STREET 1: 700 CHESTNUT RIDGE RD CITY: CHESTNUT RIDGE STATE: NY ZIP: 10977 BUSINESS PHONE: 9144252000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KOPP INVESTMENT ADVISORS INC CENTRAL INDEX KEY: 0000884306 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411663810 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7701 FRANCE AVENUE SOUTH STREET 2: STE 500 CITY: EDINA STATE: MN ZIP: 55435 BUSINESS PHONE: 6128410400 MAIL ADDRESS: STREET 1: 7701 FRANCE AVENUE SOUTH STREET 2: STE 500 CITY: EDINA STATE: MN ZIP: 55435 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5 )* LeCroy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 52324W109 (CUSIP Number) Kathleen S. Tillotson, Esq., Kopp Investment Advisors, 7701 France Ave. So., Suite 500 Edina, MN 55435 (612) 841-0400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 7/28/99 (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.)) 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). SCHEDULE 13D CUSIP No. 52324W109 Page 1 of 4 l) Name of Reporting Person S.S. or I.R.S. Identification No. of Person Kopp Investment Advisors, Inc. I.D. No. 41-1663810 2) Check the appropriate box if a Member of a Group (a) (b) 3) SEC Use Only 4) Source of Funds OO: Client Funds; WC 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Minnesota Number of shares 7) Sole Voting Power: 895,800 Beneficially Owned by Each Reporting Person With: 8) Shared Voting Power: 0 9) Sole Dispositive Power: 737,000 10) Shared Dispositive Power: 1,019,210 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,756,210 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13) Percent of Class Represented by Amount in Row (11) 23% 14) Type of Reporting Person IA SCHEDULE 13D CUSIP No 52324W109 Page 2 of 4 l) Name of Reporting Person S.S. or I.R.S. Identification No. of Person Kopp Holding Company I.D. No. 41-1875362 2) Check the appropriate box if a Member of a Group (a) (b) 3) SEC Use Only 4) Source of Funds Not applicable - indirect beneficial ownership 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Minnesota Number of shares 7) Sole Voting Power: 0 Beneficially Owned by Each Reporting Person With: 8) Shared Voting Power: 0 9) Sole Dispositive Power: 0 10) Shared Dispositive Power: 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,756,210 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13) Percent of Class Represented by Amount in Row (11) 23% 14) Type of Reporting Person HC SCHEDULE 13D CUSIP No. 52324W109 Page 3 of 4 l) Name of Reporting Person S.S. or I.R.S. Identification No. of Person Kopp Emerging Growth Fund I.D. No. 39-1906915 2) Check the appropriate box if a Member of a Group (a) (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) or 2(e) [ ] 6) Citizenship or Place of Organization Minnesota Number of shares 7) Sole Voting Power: 0 Beneficially Owned by Each Reporting Person With: 8) Shared Voting Power: 0 9) Sole Dispositive Power: 0 10) Shared Dispositive Power: 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 732,000 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13) Percent of Class Represented by Amount in Row (11) 9.6% 14) Type of Reporting Person IV SCHEDULE 13D CUSIP No. 52324W109 Page 4 of 4 l) Name of Reporting Person S.S. or I.R.S. Identification No. of Person LeRoy C. Kopp 2) Check the appropriate box if a Member of a Group (a) (b) 3) SEC Use Only 4) Source of Funds PF, OO 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization United States Number of shares 7) Sole Voting Power: 130,000 Beneficially Owned by Each Reporting Person With: 8) Shared Voting Power: 0 9) Sole Dispositive Power: 130,000 10) Shared Dispositive Power: 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,887,210 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13) Percent of Class Represented by Amount in Row (11) 24.7% 14) Type of Reporting Person IN Item 1. Security and Issuer This statement relates to the common stock, par value $.01 per share ("Common Stock"), of LeCroy Corporation, a Delaware corporation ("Company"), whose principal executive offices are located at 700 Chestnut Ridge Road, Chestnut Ridge, NY 10977. The approximate aggregate percentage of shares of Common Stock reported beneficially owned by each person herein is based on 7,634,492 shares outstanding, which is the total number of shares of Common Stock outstanding as of April 20, 1999, as reflected in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission ("Commission") for the fiscal quarter ended March 31, 1999. Unless otherwise indicated, the holdings reported herein are as of the close of business on July 28, 1999. Item 2. Identity and Background (a) This statement is filed by Kopp Investment Advisors, Inc. ("KIA"), with respect to shares of Common Stock beneficially owned directly by it and held in discretionary accounts managed by KIA; Kopp Holding Company ("KHC"), solely as the parent corporation of KIA and indirect beneficial owner of the shares beneficially owned by KIA; Kopp Emerging Growth Fund ("KEGF") with respect to shares owned directly by KEGF; and LeRoy C. Kopp individually with respect to shares of Common Stock beneficially owned directly by him and indirectly by him by virtue of his ownership of all of the stock of KHC. The foregoing persons are hereinafter sometimes referred to as "Reporting Persons." Certain information concerning the directors and executive officers of the corporate Reporting Persons is set forth on Schedule A attached hereto and incorporated herein by reference. Any disclosures with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. (b) The business address of each of the Reporting Persons and directors and executive officers is 7701 France Avenue South, Suite 500, Edina, MN 55435. ( c) The principal business of KIA is that of an investment advisor managing discretionary accounts owned by numerous third-party clients, including KEGF, a registered investment company incorporated under Minnesota law. KHC is a holding company engaged, through subsidiaries, in the investment industry. The principal occupation of Mr. Kopp is serving as the president of KHC and KIA. (d) None of the persons referred to in paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and/or similar misdemeanors). (e) None of the persons referred to in paragraph (a) above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) KIA and KHC are Minnesota corporations. KEGF is a series of Kopp Funds Inc., a Minnesota corporation. Mr. Kopp and all other directors and executive officers of the Reporting Persons are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration The net investment cost (including commissions, if any) of the shares of Common Stock directly or indirectly beneficially owned by Mr. Kopp, which includes shares beneficially owned by the other Reporting Persons, at July 28, 1999, was $50,532,213.51. The shares beneficially owned by KIA were purchased with the investment capital of KIA or the investment capital of the owners of the discretionary accounts. The shares beneficially owned directly by Mr. Kopp were purchased with his investment capital or the funds of an employee benefit plan or 501(c)(3) corporation. See Item 5 below. Item 4. Purpose of Transaction The Reporting Persons acquired the shares of Common Stock for investment purposes, and the Reporting Persons intend to evaluate the performance of such securities as an investment in the ordinary course of business. The Reporting Persons pursue an investment objective of long term capital appreciation. In pursuing this investment objective, the Reporting Persons analyze the management, operations and markets of companies in which they invest, including the Company, on a continual basis through analysis of research and discussions with industry and market observers and with representatives of such companies. Each Reporting Person that owns shares of Common Stock assesses the Company's business, financial condition, and results of operations as well as economic conditions and securities markets in general and those for the Company's shares in particular. Depending on such assessments, one or more of such Reporting Persons may acquire additional shares or may sell or otherwise dispose of all or some of the shares of Common Stock. Such actions will depend on a variety of factors, including current and anticipated trading prices for the Common Stock, alternative investment opportunities, and general economic, financial market, and industry conditions. The Reporting Persons understand that prior purchases of shares of Common Stock, if any, by persons named in Schedule A to this statement were made for the purpose of each such person's personal investment. Except as described in this Item 4, none of the Reporting Persons nor any other person named in Schedule A has any plans or proposals that relate to, or would result in, any matter required to be disclosed in response to paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The shares of Common Stock were not acquired for the purpose, nor with the effect, of changing or influencing the control of the Company. Item 5. Interest in Securities of the Issuer (a) Through its own investment account, KIA is the direct owner of 5,000 shares, or less than .1%, of the Common Stock. By virtue of limited powers of attorney and/or investment advisory agreements, KIA is the beneficial owner of 1,751,210 shares, or 22.9%, of the Common Stock. KIA has sole voting power over its investment account and, by special agreement, over a small percentage of the shares managed for clients. Under its standard investment agreement, KIA does not vote its clients' shares. KIA manages and votes shares owned by KEGF. By virtue of the relationships described in Item 2 of this statement, KHC and Mr. Kopp have indirect beneficial ownership of the shares beneficially owned by KIA. Mr. Kopp's direct beneficial ownership comprises Common Stock held in the Kopp Family Foundation ("KFF"), for which he serves as a director; held in the LeRoy C. Kopp Individual Retirement Account ("IRA"); and held directly by him. The KFF is the direct owner of 20,000 shares, or .3%, of the Common Stock. The IRA is the direct owner of 50,000 shares, or approximately .7%, of the Common Stock. Mr. Kopp owns directly 61,000 shares, or approximately .8%, of the Common Stock. In the aggregate, including the shares beneficially owned by KIA, Mr. Kopp may be deemed beneficially to own a total of 1,887,210 shares, or 24.7%, of the Common Stock. (b) KIA has sole power to vote 895,800 shares of the Common Stock. Pursuant to the limited powers of attorney granted to KIA by its clients, which generally are terminable immediately upon notice, KIA in effect shares with the majority of its clients the power to dispose of the Common Stock owned by them. KIA has sole power to dispose of 737,000 shares. In effect Mr. Kopp has sole power to dispose of and to vote the Common Stock beneficially owned directly by him. ( c) The identity of the Reporting Person, type of transaction, date, number of shares, and price per share (excluding commission) for all transactions in the Common Stock by the Reporting Persons within the past 60 days are set forth on Schedule B attached hereto and incorporated by reference herein. Substantially all trades by the Reporting Persons are done in the over-the-counter market. (d) With the exception of the clients of KIA and the employees of KHC, no person other than each respective record owner of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of the sale of such shares of Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except as otherwise expressly disclosed herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 hereof or between such persons and any other person with respect to the Common Stock. The filing of this Schedule shall NOT be construed as an admission that a Reporting Person is a beneficial owner of any shares of Common Stock for any purpose, including for purposes of Sections 13, 14 or 16 of the Securities Exchange Act of 1934, as amended from time to time. Item 7. Material to Be Filed as Exhibits Exhibit 1 - A written agreement relating to the filing of this statement pursuant to Rule 13d-1(f). Signatures After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct. Dated: 7/30/99 KOPP INVESTMENT ADVISORS, INC. BY: TITLE: Secretary/Treasurer KOPP HOLDING COMPANY BY: TITLE: Secretary/Treasurer LEROY C. KOPP KOPP FUNDS, INC. BY: TITLE: President Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock (as defined) and to the attachment of this agreement to the Schedule 13D as Exhibit 1 thereto. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 30th day of July 1999 . KOPP INVESTMENT ADVISORS, INC. BY: TITLE: President KOPP HOLDING COMPANY BY: TITLE: President LEROY C. KOPP KOPP FUNDS, INC. BY: TITLE: President Schedule A List of Directors, Executive Officers, and Control Persons LeRoy C. Kopp, individually, and as sole director and president of Kopp Investment Advisors, Inc. and Kopp Holding Company Donald B. Cornelius as chief financial officer of KIA and KHC Kathleen S. Tillotson as Executive Vice President of KEGF John P. Flakne as Chief Financial Officer of KEGF Kopp Investment Advisors - Schedule B Daily Trade Report "May 28, 1999 thru July 28, 1999" Trade Reporting Date Person Activity Quantity Symbol Price 07-28-99 KIA SELL 1000 lcry 18.499 07-28-99 KOPPX BUY 90000 lcry 18.625 07-27-99 KIA SELL 500 lcry 17.749 07-27-99 KIA SELL 500 lcry 18.499 07-27-99 KIA BUY 700 lcry 19.5 07-26-99 KIA SELL 1000 lcry 17.312 07-26-99 KIA BUY 500 lcry 17.375 07-26-99 KIA BUY 800 lcry 17.88 07-26-99 KIA SELL 1000 lcry 16.999 07-26-99 KIA SELL 500 lcry 16.999 07-26-99 KIA BUY 2800 lcry 17.375 07-26-99 KIA SELL 1000 lcry 16.999 07-23-99 KOPPX BUY 2000 lcry 18.625 07-23-99 KIA SELL 1500 lcry 17.999 07-23-99 KIA SELL 1000 lcry 17.999 07-23-99 KIA SELL 500 lcry 18.874 07-22-99 KIA SELL 5000 lcry 17.624 07-22-99 KOPPX BUY 5000 lcry 17.905 07-22-99 KIA SELL 1000 lcry 17.874 07-22-99 KIA SELL 1000 lcry 17.874 07-22-99 KIA BUY 1100 lcry 17.75 07-21-99 KIA SELL 2000 lcry 21.749 07-21-99 KIA SELL 1000 lcry 21.75 07-21-99 KIA SELL 500 lcry 21.749 07-21-99 KIA BUY 3500 lcry 21.982 07-20-99 KOPPX BUY 2000 lcry 21.875 07-20-99 KIA SELL 2000 lcry 21.291 07-20-99 KIA SELL 1000 lcry 21.271 07-20-99 KIA SELL 500 lcry 21.574 07-19-99 KOPPX BUY 10000 lcry 25.125 07-16-99 KOPPX BUY 10000 lcry 25.53 07-16-99 KIA SELL 500 lcry 25.999 07-15-99 KOPPX BUY 3000 lcry 26.25 07-15-99 KIA SELL 500 lcry 26.124 07-14-99 KIA SELL 200 lcry 26.624 07-13-99 KIA BUY 500 lcry 27 07-13-99 KOPPX BUY 4500 lcry 26.95 07-12-99 KIA SELL 500 lcry 26.624 07-12-99 KIA SELL 2000 lcry 26.249 07-12-99 KOPPX BUY 5000 lcry 28.562 07-09-99 KIA SELL 200 lcry 25.539 07-09-99 KIA SELL 500 lcry 25.499 07-09-99 KIA SELL 1500 lcry 25.024 07-09-99 KOPPX BUY 10000 lcry 25.156 07-09-99 KIA BUY 100 lcry 25.75 07-09-99 KIA BUY 300 lcry 26 07-09-99 KIA BUY 100 lcry 26.25 07-09-99 KIA BUY 300 lcry 26.5 07-09-99 KIA BUY 400 lcry 25.594 07-09-99 KIA SELL 500 lcry 25.562 07-08-99 KIA SELL 500 lcry 24.499 07-08-99 KIA SELL 400 lcry 24.312 07-07-99 KIA SELL 1000 lcry 24.33 07-06-99 KIA SELL 900 lcry 23.749 07-06-99 KOPPX BUY 5000 lcry 24.156 07-02-99 KOPPX BUY 7500 lcry 23.875 06-30-99 KOPPX BUY 2500 lcry 23.812 06-30-99 KOPPX BUY 5000 lcry 23.937 06-29-99 KIA BUY 500 lcry 23.75 06-29-99 KIA BUY 400 lcry 23.75 06-29-99 KOPPX BUY 3500 lcry 23.812 06-29-99 KIA SELL 700 lcry 23.375 06-28-99 KOPPX BUY 1000 lcry 23.625 06-25-99 KOPPX BUY 5000 lcry 23.625 06-24-99 KOPPX BUY 1000 lcry 22.5 06-23-99 KIA SELL 2500 lcry 22.342 06-23-99 KOPPX BUY 5000 lcry 23.531 06-22-99 KIA BUY 400 lcry 24.012 06-22-99 KIA BUY 800 lcry 24.75 06-22-99 KOPPX BUY 5000 lcry 23.625 06-21-99 KIA BUY 900 lcry 25 06-21-99 KOPPX BUY 10000 lcry 24.219 06-18-99 KOPPX BUY 10000 lcry 23.937 06-18-99 KIA SELL 600 lcry 23.541 06-17-99 KIA BUY 500 lcry 22.5 06-17-99 KIA BUY 200 lcry 21.982 06-17-99 KIA BUY 800 lcry 23.025 06-17-99 KOPPX BUY 10000 lcry 22 06-16-99 KIA BUY 500 lcry 21.875 06-16-99 KIA BUY 400 lcry 21.625 06-16-99 KIA BUY 400 lcry 21.625 06-16-99 KIA BUY 300 lcry 21.625 06-16-99 KIA BUY 1000 lcry 21.754 06-16-99 KIA SELL 300 lcry 19.874 06-15-99 KIA BUY 1000 lcry 21.5 06-15-99 KIA BUY 500 lcry 21.75 06-15-99 KIA SELL 300 lcry 21.249 06-14-99 KIA SELL 500 lcry 20.489 06-11-99 KIA SELL 1000 lcry 20.249 06-11-99 KOPPX BUY 10000 lcry 20.375 06-11-99 KIA SELL 1000 lcry 20.244 06-10-99 KIA BUY 100 lcry 20 06-10-99 KIA BUY 400 lcry 20.25 06-10-99 KOPPX BUY 3500 lcry 20 06-10-99 KIA BUY 200 lcry 20.525 06-10-99 KIA SELL 1000 lcry 19.619 06-09-99 KOPPX BUY 6500 lcry 20.375 06-09-99 KIA SELL 500 lcry 20.249 06-08-99 KIA SELL 200 lcry 19.437 06-08-99 KOPPX BUY 5000 lcry 20.469 06-08-99 KIA BUY 500 lcry 20 06-07-99 KOPPX BUY 5000 lcry 20 06-07-99 KIA SELL 500 lcry 19.499 06-04-99 KIA BUY 400 lcry 18.375 06-04-99 KOPPX BUY 5000 lcry 19.75 06-03-99 KIA SELL 500 lcry 17.624 06-03-99 KOPPX BUY 11000 lcry 18.079 06-02-99 KOPPX BUY 3200 lcry 16.836 06-02-99 KIA BUY 500 lcry 17.25 05-28-99 KOPPX BUY 5000 lcry 17.406 05-28-99 KOPPX BUY 1800 lcry 17.056 -----END PRIVACY-ENHANCED MESSAGE-----