-----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, BoonDyDiwijrCDiUytitOvV0J2e1m/CSysI4WXXkGSnEwVRoYUaGjLp8fu/k54ce qXNLh6GtwD4Gp5rhhSsItg== 0000919574-97-000244.txt : 19970303 0000919574-97-000244.hdr.sgml : 19970303 ACCESSION NUMBER: 0000919574-97-000244 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970228 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIANA CORP CENTRAL INDEX KEY: 0000057201 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 362448698 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-07333 FILM NUMBER: 97547654 BUSINESS ADDRESS: STREET 1: 8200 W BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223-1706 BUSINESS PHONE: 4143550037 FORMER COMPANY: FORMER CONFORMED NAME: FH INDUSTRIES CORP DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: SCOT LAD FOODS INC DATE OF NAME CHANGE: 19841202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEISMAN NEIL J CENTRAL INDEX KEY: 0000860646 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 139 WEST SADDLE RIVER ROAD CITY: SADDLE RIVER STATE: NJ ZIP: 07458 MAIL ADDRESS: STREET 1: 139 WEST SADDLE RIVER ROAD CITY: SADDLE RIVER STATE: NJ ZIP: 07458 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: The Diana Corporation Title of Class of Securities: Common Stock CUSIP Number: 252790100 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Neil J. Weisman, c/o Chilmark Capital Corp., 139 West Saddle River Road, Saddle River, New Jersey 07458; (201) 818-0404 (Date of Event which Requires Filing of this Statement) February 21, 1997 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 line 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 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 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). CUSIP No.: 252790100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Neil J. Weisman 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Source of Funds WC 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 Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 200,000 8. Shared Voting Power: 9. Sole Dispositive Power: 200,000 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 200,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 3.77% 14. Type of Reporting Person IN 3 The purpose of this Schedule 13D is to report the ownership of Neil J. Weisman in the common stock (the "Shares") of The Diana Corporation (the "Issuer") of ownership of more than 5% and then subsequent transactions reducing the ownership to 3.77% of the Shares outstanding. Item 1. Security and Issuer Class and Title of Security: Common Stock The name and address of the principal executive and business office of the Issuer is: The Diana Corporation 8200 W. Brown Deer Road Milwaukee, WI 53223-1706 Item 2. Identity and Background This statement is being filed on behalf of Neil J. Weisman (the "Reporting Person"). The Reporting Person is the general partner of Chilmark 21st Century Fund, L.P, a Delaware limited partnership (the "Partnership"), and has investment discretion over a managed account (the "managed account"). The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws. Neil J. Weisman is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, the Reporting Person is deemed to beneficially own 200,000 Shares. All 200,000 Shares are held by either the Partnership or the managed account. All the Shares were purchased in open market transactions. The Shares were purchased for an aggregate purchase price of $1,455,584.43. The funds 4 for the purchase of the Shares held in the Partnership and the managed account have come from the working capital of the Partnership or the managed account. No funds were borrowed to purchase any of the Shares. Item 4. Purpose of Transactions The Shares deemed to be beneficially owned by the Reporting Person were acquired for, and are being held for, investment purposes. The Reporting Person has no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Item 5. Interest in Securities of Issuer As of the date hereof, the Reporting Person is deemed to be the beneficial owner of 200,000 Shares. Based on the Issuer's filing on Form 10-Q on February 18, 1997, as of February 15, 1997 there were 5,298,483 Shares outstanding. Therefore, the Reporting Person is deemed to beneficially own 3.77% of the outstanding Shares. The Reporting Person has the power to vote, direct the vote, dispose of or direct the disposition of all the Shares that he is deemed to beneficially own. The Reporting Person ceased to be the beneficial owner of more that 5% of the outstanding Shares on February 25, 1997. All transactions in the Shares effected by the Reporting Person during the sixty days prior to February 21, 1997 through the date of this filing were effected in open-market transactions and are set forth in Exhibit A hereto. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Reporting Person has no contract, arrangement, understanding or relationship with any person with respect to the Shares. Item 7. Material to be Filed as Exhibits A description of the transactions in the Shares that were effected by the Reporting Person during the 60 days prior to February 21, 1997 through the date of this filing is filed herewith as Exhibit A. 5 Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certify that the information set forth in this statement is true, complete and correct. /s/Neil J. Weisman ______________________ Neil J. Weisman 6 SCHEDULE OF TRANSACTIONS Date Shares Purchased or (Sold) Price Per Share ____ ________________________ _______________ 2/21/97 150,000 $8.4734 2/21/97 20,000 7.7888 2/21/97 41,300 8.07 2/21/97 31,500 7.82 2/21/97 27,200 7.945 2/24/97 42,500 8.3709 2/25/97 (112,500) 9.97946 01752001.AF4 -----END PRIVACY-ENHANCED MESSAGE-----