-----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, GpuivPtDnPNqwelWnvLSbVXEW6jsms5WVlLekXsBAqALdx+QLfYncxwjW9cuVMeL BSK4UYIbbybsHlvcqrNpwg== 0000033533-96-000007.txt : 19961018 0000033533-96-000007.hdr.sgml : 19961018 ACCESSION NUMBER: 0000033533-96-000007 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19961017 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESPEY MANUFACTURING & ELECTRONICS CORP CENTRAL INDEX KEY: 0000033533 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 141387171 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04383 FILM NUMBER: 96644694 BUSINESS ADDRESS: STREET 1: PO BOX 422 STREET 2: CONGRESS & BALLSTON AVENUES CITY: SARATOGA SPRINGS STATE: NY ZIP: 12866 BUSINESS PHONE: 5185844100 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required] For the fiscal year ended June 30, 1996 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required] For the transition period from ________________ to ______________ Commission File No. 1-4383 ESPEY MFG. & ELECTRONICS CORP. (Exact name of registrant as specified in its charter) New York 14-1387171 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) Congress and Ballston Avenues, Saratoga Springs, NY 12866 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (518) 584-4100 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered Common Stock $.33-1/3 par value American Stock Exchange Common Stock Purchase Rights American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] State the aggregate market value of the voting stock held by non-affiliates of the registrant: $12,287,269 as of September 20, 1996 based upon the closing sale price of $15.75 on the American Stock Exchange on September 20, 1996. Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date. Class Outstanding at September 20,1996 Common Stock, $.33-1/3 par value 1,111,220 This Amendment to the Form 10-K filed with the United States Securities and Exchange Commission on September 27, 1996, corrects the "Percent of Class" of the common stock of Espey Mfg. & Electronics Corp. (the "Company") owned by director William P. Greene as set forth in the table found in the "Security Ownership of Management" section of Item 12. Accordingly, Item 12 is amended to change the "Percent of Class" of the common stock of the Company owned by Mr. Greene from 1.0% to 0% since Mr. Greene did not own any shares of the common stock of the Company on the date of the filing of the Form 10-K. The complete text of Item 12 as amended is set forth below. Item 12. Security Ownership of Certain Beneficial Owners and Management. Security Ownership of Certain Beneficial Owners The following information is furnished as of September 20, 1996 (unless otherwise indicated) with respect to any person (including any "group" as that term is used in Section 13(d)(3) of the Act) who is known to the Company to be the beneficial owner of more than five percent of any class of the Company's voting securities: Amount and Nature of Title of Name and Address Beneficial Percent of Class of Beneficial Owner Ownership Class Common Stock Sol Pinsley 80,261.00 -Direct 7.4633% $.33-1/3 p.v. P.O. Box 422 2,632.96 -Indirect (1) Saratoga Springs, NY 12866 " Tweedy Browne 75,300.00 -Direct (2) 6.7853% Company L.P. 100.00 -Indirect (2) 52 Vanderbilt Avenue New York, NY 10017 " Dimensional Fund 75,100.00 -Direct (3) 6.7583% Advisors Inc. 1299 Ocean Avenue 11th Floor Santa Monica, CA 90401 " The Adirondack Trust 300,667.00 -Direct (4) 27.0574% Company, as Trustee of the Company's Employee Retirement Plan and Trust 473 Broadway Saratoga Springs, NY 12866 (1) Does not include 4,200 shares of common stock of the Company owned the testamentary trust of the deceased spouse of Sol Pinsley, Ruth Pinsley, beneficial ownership of which is disclaimed by Mr. Pinsley. The shares listed as indirectly owned by Sol Pinsley are the shares allocated to him as of June 30, 1996 as a participant in the Company's ESOP. Mr. Pinsley has the right under the ESOP to direct the manner in which such shares allocated to him are to be voted by the ESOP Trustee. (2) The information as to the number of shares of common stock of the Company that may be deemed beneficially owned by Tweedy Browne Company, L.P. ("TBC") is from Amendment No. 2 dated January 17, 1996, to the Schedule 13D dated March 14, 1995, both of which were filed with the Securities and Exchange Commission. The 100 shares that are included as indirectly owned by TBC are owned by TBK Partners L.P. ("TBK"), which may be deemed a member of a group with TBC. TBC and TBK in said Amendment No. 2 disclaim beneficial ownership of the common stock of the other and state that the filing of the Schedule 13D should not be deemed an admission that TBC and TBK comprise a group within the meaning of Section 13d-3 of the 1934 Act. TBC, a registered investment advisor, holds shares in the Company in a fiduciary capacity. TBC reported sole voting power with respect to 61,730 shares and sole dispositive power with respect to 75,300 shares. (3) The information as to the number of shares of common stock of the Company that may be deemed beneficially owned by Dimensional Fund Advisors Inc. ("Dimensional") is from the Schedule 13G dated January 30, 1995 filed with the Securities and Exchange Commission. Dimensional has informed the Company by letter dated February 9, 1995 that it disclaims beneficial ownership of all such shares. Dimensional, a registered investment advisor, holds shares in the Company in a fiduciary capacity. Dimensional reported sole voting power with respect to 49,500 shares and sole dispositive power with respect to 75,100 shares. (4) This information is from the Form 4 dated August 13, 1996, filed with the Securities and Exchange Commission by the Trustee on behalf of the Company's Employee Retirement Plan and Trust ("ESOP"). The ESOP Trustee has sole voting power with respect to unallocated common shares owned by the Trust, 168,096 shares as of August 24, 1996, as directed by the Plan Administrator appointed by the Company's Board of Directors. As to the common shares allocated to participants, 132,571 shares as of August 24, 1996, the ESOP Trustee has the power to vote such shares as directed by such Plan Administrator to the extent the participants do not direct the manner in which such shares are to be voted. Security Ownership of Management The following information is furnished as of September 20, 1996 (unless otherwise indicated), as to each class of equity securities of the Company beneficially owned by all the Directors and by Directors and Officers of the Company as a Group: Amount and Nature of Title of Name of Beneficial Percent of Class Beneficial Owner Ownership Class Common Stock $.33-1/3 p.v. Paul J. Corr 500.00 -Direct .0450% " William P. Greene 0.00 0.0000% " Michael W. Wool 100.00 -Direct .0090% " Sol Pinsley 80,261.00 -Direct 7.4633% 2,672.96 -Indirect (1)(2) " Seymour Saslow 4,187.96 -Indirect (2) .3769% " Joseph Canterino 7,500.00 -Direct 1.0689% 4,377.96 -Indirect (2) " Howard Pinsley 39,134.00 -Direct 3.8870% 4,058.98 -Indirect (2) " Barry Pinsley 800.00 -Direct .5374% 5,172.00 -Indirect (2)(3)(4) " Herbert Potoker 6,490.00 -Direct .9780% 4,377.96 -Indirect (2)(5) " Garry M. Jones 0.00 -Direct .1790% 1,989.15 -Indirect (2) " Reita Wojtowecz 0.00 -Direct .1222% 1,358.02 -Indirect (2) " Officers and Directors 134,785.00 -Direct 14.6667% as a Group 28,194.99 -Indirect (6) _____________ (1) Excludes 4,200 shares owned by a testamentary trust of Ruth Pinsley, the deceased spouse of Sol Pinsley. Beneficial ownership of the shares owned by the trust is disclaimed by Mr. Pinsley. (2) Shares allocated to named officer as of June 30, 1996 as a participant in the Company's ESOP. Each such person has the right to direct the manner in which such shares allocated to him or her are to be voted by the ESOP Trustee. (3) Excludes 1,300 shares owned by Barry Pinsley's spouse, as to which beneficial ownership is disclaimed by Mr. Pinsley. (4) Includes 4,200 shares owned by a testamentary trust of Ruth Pinsley, the deceased spouse of Sol Pinsley. As trustee of the trust, Barry Pinsley is deemed the beneficial owner, as defined in Rule 13d-3, of the shares held by the trust. (5) Excludes 300 shares owned by Herbert Potoker's spouse, as to which beneficial ownership is disclaimed by Mr. Potoker. (6) Shares allocated to all officers as a group as of June 30, 1996 who participate in the Company's ESOP. Each such person has the right to direct the manner in which such shares allocated to him or her are to be voted by the ESOP Trustee. There are no arrangements known to the Company the operation of which may at a subsequent date result in change of control of the Company. S I G N A T U R E Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ESPEY MFG. & ELECTRONICS CORP. /s/ Joseph Canterino Joseph Canterino, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----