-----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, N++olY55dQhyTp2C0WySOSe6JvuEf2Z1rpspoEzTIqZgvb8qWrX+P2usH0TO6leC 8jY73vJRtqBJWqN4eO1cxQ== 0000032312-99-000019.txt : 19991215 0000032312-99-000019.hdr.sgml : 19991215 ACCESSION NUMBER: 0000032312-99-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMCEE BROADCAST PRODUCTS INC CENTRAL INDEX KEY: 0000032312 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 131926296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37323 FILM NUMBER: 99774488 BUSINESS ADDRESS: STREET 1: P O BOX 68 STREET 2: SUSQUEHANNA STREET EXTENSION WEST CITY: WHITE HAVEN STATE: PA ZIP: 18661-0068 BUSINESS PHONE: 7174439575 MAIL ADDRESS: STREET 1: P O BOX 68 STREET 2: SUSQUEHANNA STREET EXTENSION CITY: WHITE HAVEN STATE: PA ZIP: 18661 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONICS MISSILES & COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WITT BURTON T CENTRAL INDEX KEY: 0000948245 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE LASALLE STREET STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60602 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. Six (6)) EMCEE Broadcast Products, Inc (Name of Issuer) Common (Title of Class of Securities) 268650- 10-8 (CUSIP Number) Robert S. Sensky, Esquire 2 East Broad Street, 6th Floor, Hazleton, PA 18201; (570) 455-4731 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 1, 1999 (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.__ CUSIP NO. 268650-10-8 1) Names of Reporting Persons Burton T. Witt:###-##-#### S.S. or I.R.S. Identification Martin D. Cohn: ###-##-#### Nos. of Above Persons 2) Check the Appropriate Box (a) if a Member of a Group (see instructions) (b) 3) SEC Use Only 4) Source of Funds (See Instructions) 00 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization United States of America Number of Shares Bene- (7)Sole Voting Burton T. Witt:196,470 ficially Owned by Each Power Reporting Person With Owned by Each Reporting (8)Shared Person With Voting Power None (9)Sole Dis- positive Power None (10)Shared Dis- Burton T. Witt and positive Power Martin D. Cohn:196,470 11) Aggregate Amount Beneficiary Owned by Each Reporting Person 196,470 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 4.93% 14) Type of Reporting Person (See Instruction) 00 ITEM 1 - SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is common stock. The name of the issuer of such securities is EMCEE Broadcast Products, Inc., with its principal executive offices located at Susquehanna Street Extension West, P.O. Box 68, White Haven, Pennsylvania 18661-0068 ITEM 2 - IDENTITY AND BACKGROUND. The persons filing this statement are Burton T. Witt and Martin D. Cohn. Both Mr. Witt and Mr. Cohn are practicing attorneys and counselors at law. Mr. Witt practices law with Burton T. Witt & Associates, at Suite 3900, One LaSalle Street, Chicago, Illinois 60602. Mr. Cohn practices law with Laputka, Bayless, Ecker & Cohn, P.C., at 2 East Broad Street, 6th Floor, Hazleton, Pennsylvania 18201. During the last five years, neither Mr. Witt nor Mr. Cohn was convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Also, during the last five years, neither Mr. Witt nor Mr. Cohn was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, the result of which subjected him to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. Both Mr. Witt and Mr. Cohn are citizens of the United States of America. ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No funds or other consideration were used to acquire any of the equity securities described herein. By way of further explanation, see Item 4 below. ITEM 4 - PURPOSE OF TRANSACTION. The equity securities described herein became beneficially owned by Mr. Witt and Mr. Cohn as a result of the death of Shirley Chalmers. Miss Chalmers' Will names Mr. Witt as the executor of her estate. As such, Mr. Witt and Mr. Cohn have been advised that Mr. Witt has sole voting power with respect to the equity securities of the issuer held by the estate. Miss Chalmers' Will further provides that Mr. Witt and Mr. Cohn, in their sole discretion, shall sell such equity securities over a period of ten years from the date of Miss Chalmers death for the benefit of the Weizmann Institute of Science. Under the applicable Rules of the Securities and Exchange Commission ("SEC"), therefore, Mr. Witt and Mr. Cohn share dispositive power with respect to such shares. The sole purpose for the acquisition of the equity securities described herein is to sell them in the manner previously described and to distribute the proceeds thereof to the Weizmann Institute of Science in accordance with the provisions of Miss Chalmers' Will. ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER. The aggregate number of equity securities identified in Item 1 of this statement is 196,470 shares, representing 4.93% of the class of such securities. As indicated above, Mr. Witt has sole voting power over such aggregate number of securities and shared dispositive power over them with Mr. Cohn. On December 1, 1999, Mr. Cohn and Mr. Witt caused 55,000 shares of the equity securities described herein to be sold at an average selling price of $8.73 per share. On December 7, 1999, Mr. Cohn and Mr. Witt caused 50,000 shares of the equity securities described herein to be sold at $5.51 per share. ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as disclosed in Item 7 below and included as an exhibit hereto, there are no other contracts, arrangements, understandings or relationships, (legal or otherwise) among the persons named in Item 2 above or between such persons and any other person with respect to any of the equity securities of the issuer described herein. ITEM 7 - MATERIALS TO BE FILED AS EXHIBITS. The following are attached as exhibits to this statement: Description of Exhibit Page Number Agreement Pursuant to Rule 13d-1(f). . . . . . . . . (1) Letter Agreement, dated October 4,1995 . . . . . . . . (2) Letter Agreement, dated November 29, 1995 . . . . . . (3) Letter Agreement, dated December 20, 1995 . . . . . . (4) Letter Agreement, dated May 1, 1996 . . . . . . . . . (5) Summary of Sales of the Equity Securities described herein, containing, among other things, the trade date, quantity and price, from August 20, 1996, through and including October 31, 1996 . . . . . . . . . . . (6) (1)Incorporated by reference from the Schedule 13D filed with the SEC on or about July 19, 1995. (2)Incorporated by reference from the amended Schedule 13D (Amendment No. 1) filed with the SEC on or about October 20, 1995. (3)Incorporated by reference from the amended Schedule 13D (Amendment No. 2) filed with the SEC on or about December 11, 1995. (4)Incorporated by reference from the amended Schedule 13D (Amendment No. 3) filed with the SEC on or about January 4, 1996. (5)Incorporated by reference from the amended Schedule 13D (Amendment No. 4) filed with the SEC on or about June 7, 1996. (6) Incorporated by reference from the amended Schedule 13D (Amendment No. 5) filed with the SEC on or about November 5, 1996. 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. December 8, 1999 December 8, 1999 - ------------------ -------------------- Date Date Burton T. Witt /s/ Martin D. Cohn /s/ - ----------------- ------------------- Signature Signature Burton T. Witt Martin D. Cohn - ----------------- ------------------- Name Name -----END PRIVACY-ENHANCED MESSAGE-----