-----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, OI51uS3ZK8BEk14FUzUvBWgqA/GkdMpfiirCyxAyywtq/uV5DJOl2JkM5aAgcpOu 8w2T6Btjox3513LnmE9juA== 0001056569-11-000015.txt : 20110215 0001056569-11-000015.hdr.sgml : 20110215 20110215171257 ACCESSION NUMBER: 0001056569-11-000015 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110215 DATE AS OF CHANGE: 20110215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TECHNOLOGY RESEARCH CORP CENTRAL INDEX KEY: 0000741556 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 592095002 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39762 FILM NUMBER: 11615075 BUSINESS ADDRESS: STREET 1: 5250 140TH AVE NORTH CITY: CLEARWATER STATE: FL ZIP: 33760 BUSINESS PHONE: 727-535-0572 MAIL ADDRESS: STREET 1: 5250 140TH AVENUE NORTH CITY: CLEARWATER STATE: FL ZIP: 33760 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB ARBITRAGE MANAGEMENT LP CENTRAL INDEX KEY: 0001056569 IRS NUMBER: 133269993 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2124837000 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 FORMER COMPANY: FORMER CONFORMED NAME: LOEB ARBITRAGE MANAGEMENT, LLC DATE OF NAME CHANGE: 20080506 FORMER COMPANY: FORMER CONFORMED NAME: LOEB ARBITRAGE MANAGEMENT INC DATE OF NAME CHANGE: 19990325 SC 13D 1 f11-02_15trci13d.htm TECHNOLOGY RESEARCH CORP 13D f11-02_15trci13d.htm


 
 
 
 
 
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No.)*
 
Technology Research Corporation
(Name of Issuer)
 
Common Stock, $0.51 par value
(Title of Class of Securities)
 
878727304
(CUSIP Number)
 
Alexander H. McMillan, Esq.
c/o Loeb Capital Management
61 Broadway, New York, N.Y. 10006 (212) 483-7069
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
February 7, 2011
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240,13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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 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).

 


 
 
 

 

CUSIP No.
878727304
   
1. Name of Reporting Person
Loeb Arbitrage Management LP
   
I.R.S. Identification No. of Above Person
  
   
2. Check the Appropriate Box if a Member of a Group
(a) [X]
 
(b) [  ]
   
3. SEC Use Only
  
   
4. Source of Funds
WC, OO
   
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[  ]
   
6. Citizenship or Place of Organization
Delaware
 
Number of Shares Beneficially Owned by Each Reporting Person With
    
7. Sole Voting Power
-0-
   
8. Shared Voting Power
35,368
   
9. Sole Dispositive Power
-0-
   
10. Shared Dispositive Power
35,368
   
11. Aggregate Amount of Beneficially Owned by Each Reporting Person
35,368
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ X ]
   
13. Percent of Class Represented by Amount in Row (11)
0.53%
   
14. Type of Reporting Person
IA
   


 
 
 


CUSIP No.
878727304
   
1. Name of Reporting Person
Loeb Arbitrage Fund
   
I.R.S. Identification No. of Above Person
  
   
2. Check the Appropriate Box if a Member of a Group
(a) [X]
 
(b) [  ]
   
3. SEC Use Only
  
   
4. Source of Funds
WC, OO
   
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[  ]
   
6. Citizenship or Place of Organization
New York
 
Number of Shares Beneficially Owned by Each Reporting Person With
    
7. Sole Voting Power
-0-
   
8. Shared Voting Power
279,060
   
9. Sole Dispositive Power
-0-
   
10. Shared Dispositive Power
279,060
   
11. Aggregate Amount of Beneficially Owned by Each Reporting Person
279,060
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[  ]
   
13. Percent of Class Represented by Amount in Row (11)
4.20%
   
14. Type of Reporting Person
PN
   

 
 
 


CUSIP No.
878727304
   
1. Name of Reporting Person
Loeb Arbitrage Offshore Partners, Ltd.
   
I.R.S. Identification No. of Above Person
  
   
2. Check the Appropriate Box if a Member of a Group
(a) [X]
 
(b) [  ]
   
3. SEC Use Only
  
   
4. Source of Funds
WC, OO
   
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[  ]
   
6. Citizenship or Place of Organization
Cayman Islands
 
Number of Shares Beneficially Owned by Each Reporting Person With
    
7. Sole Voting Power
-0-
   
8. Shared Voting Power
123,796
   
9. Sole Dispositive Power
-0-
   
10. Shared Dispositive Power
123,796
   
11. Aggregate Amount of Beneficially Owned by Each Reporting Person
123,796
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[  ]
   
13. Percent of Class Represented by Amount in Row (11)
1.86%
   
14. Type of Reporting Person
CO
   


 
 
 



Item 1.
Security and Issuer
   
The name of the issuer is Technology Research Corporation, a Florida Corporation (the “Issuer”).  The address of the Issuer’s principal executive offices is 5250-140th Avenue North, Clearwater, FL 33760.  This Schedule 13D relates to the Issuer’s Common Stock, $0.51 par value (the “Shares”).
   
Item 2.
Identity and Background
   
(a) This Schedule 13D is filed by the following Reporting Persons:
 
(i) Loeb Arbitrage Management LP (“LAM”), a Delaware limited partnership and registered investment adviser, with respect to shares of Common Stock purchased for the accounts of customers of LAM as to which it has investment discretion.
 
(ii) Loeb Arbitrage Fund (“LAF”), a New York limited partnership, with respect to shares of Common Stock purchased for its own account.
 
(iii) Loeb Arbitrage Offshore Partners, Ltd. (“LAOP”), a Cayman Islands exempted company, with respect to shares of Common Stock purchased for its own account.  Loeb Offshore Management LP, (“LOM”), a Delaware limited partnership, is the registered investment adviser to LAOP.
 
(b) The address of the principal business office of each of the Reporting Persons is c/o Loeb Capital Management, 61 Broadway, New York, New York 10006.
 
(c) The principal business of LAM and LOM (d/b/a Loeb Capital Management) is to serve as investment manager to a variety of private investment funds and separately managed accounts and to control the trading in securities by these private investment funds and separately managed accounts.  Loeb Management Holding LLC (“LMH”), a Delaware limited liability company, is the General Partner of LAM and LOM.  LMH is owned jointly by Loeb Holding Corporation and LB Partners, L.P.  Gideon J. King is the President and Chief Executive Officer of Loeb Management Holding LLC as well as LAM and LOM.
 
(d) None of the entities or individuals named in this Item 2 has, within the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) None of the entities or individuals named in this Item 2 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 been or are 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 violations with respect to such laws.
 
(f) Gideon J. King is a United States citizen.

 
 
 


Item 3.
Source and Amount of Funds or Other Consideration
   
The Reporting Persons acquired ordinary Shares in margin accounts maintained with J.P. Morgan Clearing Corp.
 
Item 4.
Purpose of Transaction
   
 
LAM and LOM, doing business as Loeb Capital Management (“Loeb”), have acquired ordinary Shares for investment purposes on behalf of private funds and accounts they manage. Loeb reserves the right, consistent with applicable law, to acquire additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise).
 
Loeb intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management or the Board of Directors of the Issuer concerning the business and future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the ordinary Shares of the Issuer, conditions in the securities markets and general economic and industry conditions, Loeb may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking Board representations, making proposals to the Issuer concerning the capitalization of the Issuer, purchasing additional ordinary Shares and other securities of the Issuer, selling some or all of its ordinary Shares, eng aging in short selling of or any hedging or similar transaction with respect to the ordinary Shares of the Issuer or changing its intention partially or entirely with respect to any and all matters referred to in Item 4.
 
   
Item 5.
Interest in Securities of the Issuer
     
 
(a),(b)
As of the close of business on February 15, 2011, Loeb Capital Management beneficially owned an aggregate of 438,224 shares of Common Stock, representing approximately 6.6% of the shares of Common Stock outstanding.  The percentages used herein are based upon 6,640,484 outstanding Ordinary Shares as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer on February 9, 2011.
 
Loeb Management Holding LLC, LAM, LOM and Mr. King own directly no shares of Common Stock.
 
Loeb Arbitrage Fund owns 279,060 shares of Common Stock (constituting approximately 4.20% of the shares of Common Stock outstanding). Pursuant to an investment management agreement, LAM maintains investment and voting power with respect to securities held by Loeb Arbitrage Fund as well as for the accounts of customers as to which it has investment discretion and may be deemed to beneficially own 314,428 shares of Common Stock (constituting approximately 4.74% (and inclusive of the 4.20% beneficially owned by Loeb Arbitrage Fund) of the shares of Common Stock outstanding).
 
Pursuant to an investment management agreement, Loeb Offshore Management LP maintains investment and voting power with respect to securities held by LAOP and may be deemed to beneficially own 123,796 of the shares of Common Stock (constituting approximately 1.86% of outstanding shares).

       
 
(c)
The following purchases and sales (-) of Ordinary Shares have been in the past sixty (60) days:
 
  
Purchases and Sales of Ordinary Shares

Loeb Arbitrage Management LP (excluding Loeb Arbitrage Fund)
Date
Shares
Average Price
2/15/2011
210
5.2988
2/14/2011
1,054
5.2825
2/11/2011
1,821
5.2499
2/10/2011
3,732
5.2496
2/9/2011
839
5.268
2/8/2011
675
5.2891
2/7/2011
404
5.3205
2/4/2011
2,843
5.3646
2/3/2011
4,291
5.3107
2/1/2011
3,214
5.2969
1/31/2011
1,711
5.2900
1/28/2011
164
5.2443
1/27/2011
518
5.2593
1/26/2011
785
5.2493
1/25/2011
2,222
5.2540
1/21/2011
5,371
5.2072
1/20/2011
2,042
5.1600
1/19/2011
2,655
5.1631
1/18/2011
817
4.9250
     
     
Loeb Arbitrage Fund
Date
Shares
Average Price
2/15/2011
1,657
5.2988
2/14/2011
8,315
5.2825
2/11/2011
14,369
5.2499
2/10/2011
29,442
5.2496
2/9/2011
6,623
5.268
2/8/2011
5,323
5.2891
2/7/2011
3,184
5.3205
2/4/2011
22,431
5.3646
2/3/2011
33,855
5.3107
2/1/2011
25,358
5.2969
1/31/2011
13,500
5.2900
1/28/2011
1,492
5.2443
1/27/2011
4,078
5.2593
1/26/2011
6,184
5.2493
1/25/2011
17,502
5.2540
1/21/2011
42,310
5.2072
1/20/2011
16,088
5.1600
1/19/2011
20,914
5.1631
1/18/2011
6,435
4.9250
     
Loeb Arbitrage Offshore Partners, Ltd.
Date
Shares
Average Price
2/15/2011
735
5.2988
2/14/2011
3,689
5.2825
2/11/2011
6,374
5.2499
2/10/2011
13,061
5.2496
2/9/2011
2,938
5.268
2/8/2011
2,361
5.2891
2/7/2011
1,412
5.3205
2/4/2011
9,951
5.3646
2/3/2011
15,019
5.3107
2/1/2011
11,249
5.2969
1/31/2011
5,989
5.2900
1/28/2011
2,544
5.2443
1/27/2011
1,741
5.2593
1/26/2011
2,641
5.2493
1/25/2011
7,474
5.2540
1/21/2011
18,069
5.2072
1/20/2011
6,870
5.1600
1/19/2011
8,931
5.1631
1/18/2011
2,748
4.9250

(d)
Not applicable.
 
(e)
Not applicable.
 
All reported transactions were effected on NASDAQ.

Item 6.
Contracts, Arrangement, Understandings or Relationships with Respect to the Issuer.
   
 
Not Applicable. 
   
Item 7.
Materials to be Filed as Exhibits.
   
 
Joint Filing Agreement.
 
 

 
 
 

Signature

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.
 

   
LOEB ARBITRAGE MANAGEMENT LP
   
By: LOEB MANAGEMENT HOLDING LLC, G.P.
     
     
Date:  February 15, 2011
  
By:_ /s/ Alexander H. McMillan
   
Alexander H. McMillan
   
Vice President
     
   
LOEB ARBITRAGE FUND
   
By: LOEB ARBITRAGE MANAGEMENT LP, G.P.
   
By: LOEB MANAGEMENT HOLDING LLC, G.P.
     
     
Date:  February 15, 2011
  
By:_ /s/ Alexander H. McMillan
   
Alexander H. McMillan
   
Vice President
     
   
LOEB ARBITRAGE OFFSHORE PARTNERS, LTD.
     
     
Date:  February 15, 2011
  
By:_ /s/ Alexander H. McMillan
   
Alexander H. McMillan
   
Vice President




 
 
 

EXHIBIT A
 
Joint Filing Agreement
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and t he same instrument.
 
Date: February 15, 2011
 
LOEB ARBITRAGE MANAGEMENT LP
By: LOEB MANAGEMENT HOLDING LLC, G.P.
 
 
By:_ /s/ Alexander H. McMillan
Alexander H. McMillan
Vice President
 
LOEB ARBITRAGE FUND
By: LOEB ARBITRAGE MANAGEMENT LP, G.P.
By: LOEB MANAGEMENT HOLDING LLC, G.P.
 
 
By:_ /s/ Alexander H. McMillan
Alexander H. McMillan
Vice President
 
LOEB ARBITRAGE OFFSHORE PARTNERS, LTD.
 
 
By:_ /s/ Alexander H. McMillan
Alexander H. McMillan
Vice President



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