-----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, Lj9atakR3gzuZVXYlSuMNOKWr5AoKsepLvLDz7Vru7kCkJXNnFDqyM4EYmtBxfyX Er+BB5NFp0jvEhuQIFW7Hw== 0000889812-96-001539.txt : 19961028 0000889812-96-001539.hdr.sgml : 19961028 ACCESSION NUMBER: 0000889812-96-001539 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961025 SROS: NASD GROUP MEMBERS: FEDERICK W. WHITRIDGE, JR. GROUP MEMBERS: HERBERT A. DENTON GROUP MEMBERS: PROVIDENCE CAPITAL INC /BD GROUP MEMBERS: PROVIDENCE CAPITAL, INC. GROUP MEMBERS: TERRY W. WARD GROUP MEMBERS: W.S. FARISH & COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA MICROWAVE INC CENTRAL INDEX KEY: 0000016357 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 941668412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-13084 FILM NUMBER: 96648135 BUSINESS ADDRESS: STREET 1: 985 ALMANOR AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087324000 MAIL ADDRESS: STREET 1: 985 ALMANOR AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENCE CAPITAL INC /BD CENTRAL INDEX KEY: 0000870393 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133593028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 730 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019-4105 BUSINESS PHONE: 2128883200 MAIL ADDRESS: STREET 1: 730 FIFTH AVE 21ST FL CITY: NEW YORK STATE: NY ZIP: 100194105 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENCE CAPITAL INC /BD DATE OF NAME CHANGE: 19961025 SC 13D 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* CALIFORNIA MICROWAVE, INC. -------------------------------------- (Name of Issuer) Common Stock, par value $.10 per share -------------------------------------- (Title of Class of Securities) 130442106 -------------- (CUSIP Number) Herbert A. Denton Providence Capital, Inc. 730 Fifth Avenue New York, NY 10019 (212) 888-3200 (Name, Address and Telephone Number of Persons ---------------------------------------------- Authorized to Receive Notices and Communications) October 16, 1996 ------------------------------------ (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 disclosure 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). Exhibit Index: Page 16 Page 1 of 24 Pages SCHEDULE 13D CUSIP No. 130442106 Page 2 of 24 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Providence Capital, Inc. (IRS Identification Number - 13-3593028) 2 Check the Appropriate Box If a 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) or 2(e) / / 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 68,050 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 37,100 (options to acquire) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 68,050 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) .4% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 130442106 Page 3 of 24 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Herbert A. Denton (Social Security Number - ###-##-####) 2 Check the Appropriate Box If a Member of a Group* a. /X/ b. / / 3 SEC Use Only 4 Source of Funds* N\A 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. 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,700,209 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 37,100 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,700,209 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 16.73% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 130442106 Page 4 of 24 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Frederick W. Whitridge, Jr. (Social Security Number - ###-##-####) 2 Check the Appropriate Box If a Member of a Group* a. /X/ b. / / 3 SEC Use Only 4 Source of Funds* PF 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. 7 Sole Voting Power Number of 1,000 Shares Beneficially 8 Shared Voting Power Owned By 2,632,159 Each Reporting 9 Sole Dispositive Power Person 1,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,633,159 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 16.32% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 130442106 Page 5 of 24 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person W.S. Farish & Company (IRS Identification Number - 74-0618180) 2 Check the Appropriate Box If a Member of a Group* a. /X/ b. / / 3 SEC Use Only 4 Source of Funds* N\A 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / 6 Citizenship or Place of Organization Texas 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 419,935 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 419,935 11 Aggregate Amount Beneficially Owned by Each Reporting Person 419,935 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 2.6% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 130442106 Page 6 of 24 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Terry W. Ward 2 Check the Appropriate Box If a Member of a Group* a. /X/ b. / / 3 SEC Use Only 4 Source of Funds* N\A 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. 7 Sole Voting Power Number of 12,389 Shares Beneficially 8 Shared Voting Power Owned By 3,052,094 Each Reporting 9 Sole Dispositive Power Person 12,389 With 10 Shared Dispositive Power 419,935 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,064,483 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 18.99% 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. The class of securities to which this statement on Schedule 13D (the "Statement") relates is the Common Stock, par value $.10 par value (the "Common Shares") of California Microwave, Inc., a corporation incorporated under the laws of Delaware (the "Issuer"). The address of the principal executive offices of the Issuer is 555 Twin Dolphin Drive, Redwood City, California 94065. Item 2. Identity and Background. This Statement is being jointly filed by Herbert A. Denton ("Denton"), Providence Capital, Inc. ("Providence"), Frederick W. Whitridge, Jr. ("Whitridge"), Terry W. Ward ("Ward") and W.S. Farish & Company, Inc. ("Farish"). Denton, Providence, Whitridge, Ward and Farish are collectively hereinafter referred to as the Reporting Persons. Providence is an SEC registered broker-dealer with membership in the National Association of Securities Dealers, Inc. and its primary business is stock brokerage and related investment banking activities. Providence's principal offices are located at 730 Fifth Avenue, New York, NY 10019. Herbert A. Denton is employed by Providence. His present principal occupation is acting as President and director of Providence. Mr. Denton's business address is c\o Providence, 730 Fifth Avenue, New York, NY 10019. Mr. Denton is the sole director and executive officer of Providence. Frederick W. Whitridge, Jr. is employed by Archipelago Corporation. His present principal occupation is acting as President of Archipelago Corporation. Mr. Whitridge's business address is c\o Archipelago Corporation, 200 Greenwich Avenue, Third Floor, Greenwich, Connecticut 06830. Farish is a private trust company. Its principal offices are located at 1100 Louisiana, Suite 1200, Houston, Texas 77002. Terry W. Ward is employed by Farish. His present principal occupation is acting as Financial Vice President of Farish. Mr. Ward's business address is c\o Farish, 1100 Louisiana, Suite 1200, Houston, Texas 77002. The identity of each executive officer and director of Farish, together with their principal business address, principal present occupation and citizenship are set forth on Schedule A hereto. None of the Reporting Persons and none of the individual executive officers or directors listed in Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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. Providence is a Delaware corporation. Farish is a Texas corporation. Each of the individual Reporting Persons is a citizen of the United States. Page 7 of 24 Pages Item 3. Source and Amount of Funds or Other Consideration. The $15,445.89 used by Mr. Whitridge to acquire 1,000 Common Shares came from Mr. Whitridge's personal funds. The $23,206.50 used by Providence to acquire call options over 37,100 Common Shares came from Providence's working capital. All of the Common Shares held directly by Mr. Ward and W.S. Farish & Company were acquired by them in exchange for their shares of Microwave Networks, Inc., a private company that was acquired by the Issuer in a merger consummated in May, 1995. The shares of Microwave Networks, Inc. owned by Mr. Ward and W. S. Farish & Company were acquired in 1986 out of personal and corporate funds, respectively. Item 4. Purpose of Transaction. During the period October 16 though October 24, 1996 Providence and Messrs. Denton, Whitridge and Ward (hereinafter the "Proxy Holders") obtained revocable proxies over 2,663,109 Common Shares (the "Proxy Shares") in connection with the annual meeting of shareholders of the Company to be held on Friday, October 25, 1996 and at any adjournment or postponement thereof (the "Annual Meeting"). With respect to 1,719,059 of the Proxy Shares, one or more of the Proxy Holders have complete discretion with respect to the issues to be considered at the Annual Meeting (subject to the right of the grantors of the proxy to revoke the same, as described below). With respect to the remaining 944,050 of the Proxy Shares, the Proxy Holders have the authority to vote in favor of electing Messrs. Whitridge and Ward to the Issuer's Board of Directors, to vote in favor of an amendment to the Issuer's employee stock purchase plan and in favor of the ratification of the Issuer's selection of independent public accountants. It is the present intention of the Proxy Holders to nominate Messrs. Whitridge and Ward for election as directors at the Annual Meeting, to request that the shares as which they have proxies be cumulated and to cast all of the votes attributable to the Proxy Shares to elect Messrs. Whitridge and Ward to the Board of Directors of the Issuer. Each of the Reporting Persons also presently intend to vote all of the other Common Shares as to which they have voting rights in favor of the election of Messrs. Whitridge and Ward to the Board of Directors of the Issuer. To the extent that the Reporting Persons have more votes than are necessary to ensure the election of Messrs. Whitridge and Ward to the Issuer's Board of Directors, the Reporting Persons may cast such additional votes in favor of the election of one or more of the director nominees proposed by the management of the Issuer. Except as specifically disclosed in this Item 4, none of the Reporting Persons have any present plans or proposals (but each of them reserves the right to develop plans or proposals) which relate to or would result in any of the actions described in clauses a. through j. of the instructions to Item 4. The proxies in favor of the Proxy Holders are revocable at any time prior to or at the Annual Meeting at the election of the grantors thereof. There can be no assurance that some or all of the grantors of the proxies will not revoke the proxies prior to or at the Annual Meeting. By their terms, the proxies only relate to the Annual Meeting and, accordingly, will be without further force or effect after the conclusion of the Annual Meeting. Page 8 of 24 Pages Item 5. Interest in Securities of the Issuer. (a) As of October 24, 1996, the Reporting Persons, collectively, had beneficial ownership of 3,133,533 Common Shares or 19.42% of the outstanding, based upon information contained in the Issuer's proxy statement for the 1996 annual meeting. Of the shares beneficially held by the Reporting Person's 2,663,109 are Proxy Shares as to which one or more of the Proxy Holders have obtained revocable proxies to vote at the Issuer's Annual Meeting. In addition to the Proxy Shares, the Reporting Persons also have beneficial ownership over the following shares of the Issuer's common stock: Reporting Person Number of Shares How Held - ---------------- ---------------- -------- Herbert A. Denton Immediately exercisable call Indirectly through options to acquire 37,100 Providence Common Shares Providence Capital, Inc. Immediately exercisable call Directly options to acquire 37,100 Common Shares Frederick W. Whitridge, Jr. 1,000 Common Shares Directly Terry W. Ward 12,389 Common Shares Directly W.S. Farish & Company 419,935 Common Shares Directly Each of the Reporting Persons may be deemed to be members of a group within the meaning of Section 13(d)(3) with respect to the shares of the Issuer beneficially owned by each of them. Upon the conclusion of the Annual Meeting the revocable proxies will lapse and after the conclusion of the Annual Meeting the Reporting Persons will no longer constitute a group for purposes of Section 13(d)(3). (b) On all matters to be considered at the Annual Meeting, one or more of the Proxy Holders have sole power to vote all of the Proxy Shares, subject, in the case of 944,050 of such shares to instructions to vote such shares in favor of the election of Messrs. Ward and Whitridge to the Board of Directors of the Issuer, to vote in favor of the proposed amendments to the employee stock purchase plan and to vote in favor of the ratification of the Company's selection of independent public accountants. As noted above, after the conclusion of the Annual Meeting, the Proxy Holders will have no further voting rights with respect to any of the Proxy Shares. None of the Reporting Persons has any right to dispose or direct the disposition of any of the Proxy Shares. Each of Mr. Ward and Mr. Whitridge has the sole right to vote and to dispose or direct the disposition of the Common Shares shown as owned by each of them in response to Item 5(a) above and Mr. Ward and W.S. Farish & Company may be deemed to share voting and dispositive power over the 419,935 Common Shares owned directly by W.S. Farish & Company. Neither Providence nor Denton have any present right to vote or dispose of the 37,100 Common Shares that Providence has the right to acquire (the "Option Shares"). Providence (directly) and Denton (indirectly through his control of Providence) have the right to immediately exercise the call options and acquire the Option Shares. If the call options were exercised, Providence (directly) and Denton Page 9 of 24 Pages (indirectly through his control of Providence) would have the right to vote and dispose or direct the disposition of the Option Shares. (c) None of the Reporting Persons has effected any transactions in the Common Shares or any other securities of the Issuer during the past sixty days, except as follows:
Identity of Date(s) of Amount of Price per Share of Where and Person Transaction Securities Securities Acquired how Effecting Involved or Sold Transaction Transaction was Effected - ----------- ----------- ---------- ------------------- ------------ Providence October 14, Immediately $23,206.50 (total cost, Acquired in 1996 exercisable including commission) - open market call options to Option price of $.75 purchases on acquire per Common Share on the American 37,100 shares options to acquire Stock with strike 9,500 Common Shares; Exchange price of $15.00 per Option price of $.5625 share. per Common Share on options to acquire 27,600 Common Shares Frederick W. October 14, 1,000 $15,445.89 (total cost, Acquired in Whitridge, Jr. 1996 including commissions) an open market Price of $15.25 per purchase in share. the Nasdaq National Market
(d) To the best knowledge of the Reporting Persons, the persons who have granted the Proxy Holders revocable proxies over the Proxy Shares are investment managers with voting and dispositive power over the Proxy Shares. To the best knowledge of the Reporting Persons, the clients of such investment managers have the right to receive and the power to direct the receipt of dividends from or the proceeds from the sale of the Proxy Shares. Clover Capital Management, Inc. and Smith Barney & Co. each granted (or arranged for record holders to grant) revocable proxies over Common Shares to the Proxy Holders representing in excess of 5% of the Issuer's Common Shares. (e) At the conclusion of the Annual Meeting, the revocable proxies with respect to the Proxy Shares will lapse, the Reporting Persons will cease to be a group for purposes of Section 13(d)(3) and the Reporting Persons will cease to beneficially own more than 5% of the Issuer's Common Shares. Page 10 of 24 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None of the Reporting Persons (and none of the executive officers and directors identified in Schedule A hereto) have any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to each other or with any other person with respect to the securities of the Issuer except as set forth on Schedule A and as follows: One or more of the Proxy Holders have received revocable proxies with respect to 2,663,109 Common Shares directly from Clover Capital Management, Inc., Smith Barney & Co., Peregrine Ventures and Peregrine Ventures II L.P. or from persons holding as record holders on their behalf. As noted above, the rights of the Proxy Holders under the proxies terminate upon the conclusion of the Annual Meeting. Item 7. Material to Be Filed as Exhibits. Exhibit 1 Joint Filing Agreement among the parties thereto dated October 23, 1996 Exhibit 2 Proxies granted by Clover Capital Management, Inc. (or persons holding of record on its behalf) Exhibit 3 Proxies granted by Peregrine Ventures and Peregrine Ventures II L.P. Exhibit 4 Proxies granted by persons holding of record on behalf of Smith Barney & Co. Page 11 of 24 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: October 25, 1996 PROVIDENCE CAPITAL, INC. By: \s\ Herbert A. Denton ---------------------------------- Name: Herbert A. Denton Title: President W.S. FARISH & COMPANY By: \s\ Terry W. Ward ---------------------------------- Name: Terry W. Ward Title: Vice President \s\ Herbert A. Denton ---------------------------------- Herbert A. Denton \s\ Terry W. Ward ---------------------------------- Terry W. Ward \s\ Frederick W. Whitridge, Jr. ---------------------------------- Frederick W. Whitridge, Jr. Page 12 of 24 Pages EXHIBIT INDEX Exhibit No. Exhibit Name Page No. - ----------- ------------ -------- 1 Joint Filing Agreement among the parties thereto 13 dated October 23, 1996 2 Proxy granted by Clover Capital Management, Inc. 16 (or persons holding of record on their behalf) 3 Proxies granted by Peregrine Ventures and Peregrine 20 Ventures II L.P. 4 Proxies granted by persons holding of record on 22 behalf of Smith Barney Page 13 of 24 Pages EX-99.1 2 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among each of the undersigned parties that this statement on Schedule 13D with respect to their beneficial ownership of shares of the common stock, par value $.10 per share, of California Microwave, Inc. is being filed on behalf of each of the parties named below. This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: October 23, 1996 PROVIDENCE CAPITAL, INC. By: \s\ Herbert A. Denton ------------------------------- Name: Herbert A. Denton Title: President W.S. FARISH & COMPANY By:\s\ Terry W. Ward ------------------------------- Name: Terry W. Ward Title: Vice President \s\ Herbert A. Denton ------------------------------- Herbert A. Denton \s\ Terry W. Ward ------------------------------- Terry W. Ward \s\ Frederick W. Whitridge, Jr. ------------------------------- Frederick W. Whitridge, Jr. Page 14 of 24 Pages SCHEDULE A W.S. FARISH & COMPANY DIRECTORS AND EXECUTIVE OFFICERS Name and Business Address Position with W.S. Principal Citizenship Farish & Company Occupation W. S. Farish Chairman and Chairman and U.S. W.S. Farish & Company President President of W.S. 1100 Louisiana, Suite 1200 Farish & Company Houston, Texas 77002 Terry W. Ward Vice President, Vice President, U.S. W.S. Farish & Company Chief Financial Chief Financial 1100 Louisiana, Suite 1200 Officer and Officer of W.S. Houston, Texas 77002 Director Farish & Company William F. Gerry Director Private investments U.S. 40 Wall Street 36th Floor New York, NY 10005 Martha Farish Gerry Director Private investments U.S. W.S. Farish & Company 1100 Louisiana, Suite 1200 Houston, Texas 77002 W. S. Farish, Jr. Director Private investments U.S. W.S. Farish & Company 1100 Louisiana, Suite 1200 Houston, Texas 77002 Edward H. Gerry Director Private investments U.S W.S. Farish & Company 1100 Louisiana, Suite 1200 Houston, Texas 77002 W.S. Farish is the father of W.S. Farish, Jr. and the nephew of Martha Farish Gerry. Edward H. Gerry is the husband of Martha Farish Gerry. William F. Gerry is the son of Martha Farish Gerry and Edward H. Gerry. W.S. Farish is the beneficial owner of approximately 40% of the outstanding equity interests in W.S. Farish & Company. Martha Farish Gerry beneficially owns approximately 21% of the total outstanding equity interests in W.S. Farish & Company. William F. Gerry is the beneficiary of a trust which owns approximately 9.6% of the outstanding equity interests in W.S. Farish & Company. The remaining equity interests in W.S. Farish & Company are held by three trusts for the benefit of three other children of Martha Farish Gerry. Approximately 59% of the stock of California Microwave, Inc., held by W.S. Farish & Company is held for the economic benefit of W.S. Farish & Company, with the remaining shares being held for the economic benefit of various members of the W.S. Farish family. Page 15 of 24 Pages EX-99.2 3 PROXY GRANTED BY CLOVER CAPITAL MANAGEMENT, INC. EXHIBIT 2 PROXY The undersigned hereby appoints, HERBERT A. DENTON, FREDERICK W. WHITRIDGE, JR. AND TERRY W. WARD, and each of them, attorney, agent and proxy of the undersigned, with full power of substitution, to vote cumulatively FOR Terry W. Ward and/or Frederick W. Whitridge, Jr. so as to elect the maximum number of them as directors of California Microwave, Inc., a Delaware corporation (the "Company"), to vote FOR the approval of the amendment to the Company's employee stock purchase plan, and to vote FOR the ratification of the selection of Ernst & Young LLP as independent public accountants for the Company, at the annual meeting of the stockholders of the Company to be held on Friday, October 25, 1996 (or any postponements or adjournments thereof) all shares of the common stock, par value $.10 per share of the Company, as to which the undersigned is entitled to vote. Dated: October 24, 1996 Clover Capital Management, Inc. By:/s/ Michael E. Jones ---------------------- Name: Michael E. Jones Title: President Page 16 of 24 Pages LEGAL PROXY KNOW ALL PERSONS BY THESE PRESENTS, that we, FIRST ALBANY CORPORATION the undersigned holder of ***9,300*** securities of CALIFORNIA MICROWAVE INC. MEETING DATE 10/25/96 do hereby revoke any proxy heretofore given by us for said securities; Further know, that we hereby appoint and constitute with full power of substitution PROVIDENCE CAPITAL INC. ATTN: HERBERT DENTON 730 FIFTH AVENUE NEW YORK, NY 10019 or either or any of them, as our true and lawful attorney to vote as our proxy, for said securities only, in our stead at the ANNUAL meeting of security holders of 'company', or at any adjournment thereof, on any matter which may properly and legally come before such meeting, including, but not limited to, the election of directors, if any; And finally know, that we appoint the above named to act in the same capacity and as fully as we could act if we were personally present at such meeting. DATED: October 17, 1996 SIGNED: /s/ Richard J. Daly ------------------- ATTORNEY-IN-FACT Page 17 of 24 Pages LEGAL PROXY KNOW ALL PERSONS BY THESE PRESENTS, that we, ONBANK & TRUST COMPANY the undersigned holder of ***6,650*** securities of CALIFORNIA MICROWAVE INC. MEETING DATE 10/25/96 do hereby revoke any proxy heretofore given by us for said securities; Further know, that we hereby appoint and constitute with full power of substitution PROVIDENCE CAPITAL INC. 730 FIFTH AVENUE NEW YORK, NY 10019 or either or any of them, as our true and lawful attorney to vote as our proxy, for said securities only, in our stead at the ANNUAL meeting of security holders of 'company', or at any adjournment thereof, on any matter which may properly and legally come before such meeting, including, but not limited to, the election of directors, if any; And finally know, that we appoint the above named to act in the same capacity and as fully as we could act if we were personally present at such meeting. DATED: October 21, 1996 SIGNED: /s/ Richard J. Daly ------------------- ATTORNEY-IN-FACT Page 18 of 24 Pages LEGAL PROXY KNOW ALL PERSONS BY THESE PRESENTS, that we, WACHOVIA BANK OF NC the undersigned holder of ***15,000*** securities of CALIFORNIA MICROWAVE INC. MEETING DATE 10/25/96 do hereby revoke any proxy heretofore given by us for said securities; Further know, that we hereby appoint and constitute with full power of substitution PROVIDENCE CAPITAL INC. 730 FIFTH AVENUE NEW YORK, NY 10019 or either or any of them, as our true and lawful attorney to vote as our proxy, for said securities only, in our stead at the ANNUAL meeting of security holders of 'company', or at any adjournment thereof, on any matter which may properly and legally come before such meeting, including, but not limited to, the election of directors, if any; And finally know, that we appoint the above named to act in the same capacity and as fully as we could act if we were personally present at such meeting. DATED: October 21, 1996 SIGNED: /s/ Richard J. Daly ------------------- ATTORNEY-IN-FACT Page 19 of 24 Pages EX-99.3 4 PROXIES GRANTED BY PEREGRINE VENTURES EXHIBIT 3 PROXY The undersigned hereby appoint(s), HERBERT A. DENTON, FREDERICK W. WHITRIDGE, JR. AND TERRY W. WARD, and each of them, attorney, agent and proxy of the undersigned, with full power of substitution, to vote in the sole discretion of any of them, on all matters to be considered at the annual meeting of stockholders of California Microwave, Inc., a Delaware corporation (the "Company") to be held on Friday, October 25, 1996 (or any postponements or adjournments thereof) 235,624 shares of the common stock, par value $.10 per share of the Company, owned of record by the undersigned. Dated: October 16, 1996 Peregrine Ventures, a California Limited Partnership By: Peregrine Associates, its General Partner By:/s/ Frank LaHaye ---------------- Its General Partner Page 20 of 24 Pages PROXY The undersigned hereby appoint(s), HERBERT A. DENTON, FREDERICK W. WHITRIDGE, JR. AND TERRY W. WARD, and each of them, attorney, agent and proxy of the undersigned, with full power of substitution, to vote in the sole discretion of any of them, on all matters to be considered at the annual meeting of stockholders of California Microwave, Inc., a Delaware corporation (the "Company") to be held on Friday, October 25, 1996 (or any postponements or adjournments thereof) 287,985 shares of the common stock, par value $.10 per share of the Company, owned of record by the undersigned. Dated: October 16, 1996 Peregrine Ventures II L.P., a California Limited Partnership By: Peregrine Associates, its General Partner By:/s/ Frank LaHaye ---------------- Its General Partner Page 21 of 24 Pages EX-99.4 5 PROXIES GRANTED ON BEHALF OF SMITH BARNEY & CO. EXHIBIT 4 LEGAL PROXY KNOW ALL PERSONS BY THESE PRESENTS, that we, PNC BANK CORP. the undersigned holder of ***800,000*** securities of CALIFORNIA MICROWAVE INC. MEETING DATE 10/25/96 do hereby revoke any proxy heretofore given by us for said securities; Further know, that we hereby appoint and constitute HERBERT A. DENTON FREDERICK WHITRIDGE, JR. TERRY W. WARD or either or any of them, as our true and lawful attorney to vote as our proxy, for said securities only, in our stead at the ANNUAL meeting of security holders of 'company', or at any adjournment thereof, on any matter which may properly and legally come before such meeting, including, but not limited to, the election of directors, if any; And finally know, that we appoint the above named to act in the same capacity and as fully as we could act if we were personally present at such meeting. DATED: October 23, 1996 SIGNED: /s/ Richard J. Daly ------------------- ATTORNEY-IN-FACT Page 22 of 24 Pages LEGAL PROXY KNOW ALL PERSONS BY THESE PRESENTS, that we, PNC BANK CORP. the undersigned holder of ***260,000*** securities of CALIFORNIA MICROWAVE INC. MEETING DATE 10/25/96 do hereby revoke any proxy heretofore given by us for said securities; Further know, that we hereby appoint and constitute HERBERT A. DENTON FREDERICK WHITRIDGE, JR. TERRY W. WARD or either or any of them, as our true and lawful attorney to vote as our proxy, for said securities only, in our stead at the ANNUAL meeting of security holders of 'company', or at any adjournment thereof, on any matter which may properly and legally come before such meeting, including, but not limited to, the election of directors, if any; And finally know, that we appoint the above named to act in the same capacity and as fully as we could act if we were personally present at such meeting. DATED: October 23, 1996 SIGNED: /s/ Richard J. Daly ------------------- ATTORNEY-IN-FACT Page 23 of 24 Pages LEGAL PROXY KNOW ALL PERSONS BY THESE PRESENTS, that we, PNC BANK CORP. the undersigned holder of ***104,500*** securities of CALIFORNIA MICROWAVE INC. MEETING DATE 10/25/96 do hereby revoke any proxy heretofore given by us for said securities; Further know, that we hereby appoint and constitute HERBERT A. DENTON FREDERICK WHITRIDGE, JR. TERRY W. WARD or either or any of them, as our true and lawful attorney to vote as our proxy, for said securities only, in our stead at the ANNUAL meeting of security holders of 'company', or at any adjournment thereof, on any matter which may properly and legally come before such meeting, including, but not limited to, the election of directors, if any; And finally know, that we appoint the above named to act in the same capacity and as fully as we could act if we were personally present at such meeting. DATED: October 23, 1996 SIGNED: /s/ Richard J. Daly ------------------- ATTORNEY-IN-FACT Page 24 of 24 Pages -----END PRIVACY-ENHANCED MESSAGE-----