-----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, AyDSsZdWR3cPIKjqzkDj999ej93m8JyXunV3qpL5yfnbqFJksh3X1JFKP2OnQYIA A5UftSAvOrHCPHZSbsCZvw== 0000901309-96-000057.txt : 19961029 0000901309-96-000057.hdr.sgml : 19961029 ACCESSION NUMBER: 0000901309-96-000057 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961022 DATE AS OF CHANGE: 19961025 SROS: NASD GROUP MEMBERS: CHARLES W. RUFF GROUP MEMBERS: CLOVER CAPITAL MANAGEMENT INC /NY/ GROUP MEMBERS: CLOVER CAPITAL MANAGEMENT, INC. GROUP MEMBERS: GEOFFREY H. ROSENBERGER GROUP MEMBERS: MICHAEL E. JONES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA MICROWAVE INC CENTRAL INDEX KEY: 0000016357 STANDARD INDUSTRIAL CLASSIFICATION: 3663 IRS NUMBER: 941668412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13084 FILM NUMBER: 96646452 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: CLOVER CAPITAL MANAGEMENT INC /NY/ CENTRAL INDEX KEY: 0000869854 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11 TOBEY VILLAGE OFFICE PARK CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 7163856090 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* California Microwave, Inc. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 130442106 (CUSIP Number) Matthew Kaufler c/o 11 Tobey Village Office Park Pittsford, New York 14534 (716) 385-6090 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 21, 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 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 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 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). Page 1 of 12 Pages Exhibit Index is located on page 10 CUSIP No. 130442106 Page 2 of 12 Pages ___________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Clover Capital Management, Inc. 16-1263400 ___________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) /X/ ___________________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________________ (4) SOURCE OF FUNDS OO ___________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / ___________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York ___________________________________________________________________________ (7) SOLE VOTING POWER 0 shares ____________________________________________ NUMBER OF SHARES (8) SHARED VOTING POWER BENEFICIALLY OWNED BY 1,214,250 shares EACH REPORTING PERSON ____________________________________________ WITH (9) SOLE DISPOSITIVE POWER 0 shares ____________________________________________ (10) SHARED DISPOSITIVE POWER 1,214,250 shares ___________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,214,250 shares ___________________________________________________________________________ (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / ___________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% ___________________________________________________________________________ (14) TYPE OF REPORTING PERSON (See Instructions) IA ___________________________________________________________________________ CUSIP No. 130442106 Page 3 of 12 Pages ___________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael E. Jones ###-##-#### ___________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) /X/ ___________________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________________ (4) SOURCE OF FUNDS Not Applicable ___________________________________________________________________________ (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 0 shares ___________________________________________ NUMBER OF SHARES (8) SHARED VOTING POWER BENEFICIALLY OWNED BY 1,214,250 shares EACH REPORTING PERSON ___________________________________________ WITH (9) SOLE DISPOSITIVE POWER 0 shares ___________________________________________ (10) SHARED DISPOSITIVE POWER 1,214,250 shares ___________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,214,250 shares ___________________________________________________________________________ (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / ___________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% ___________________________________________________________________________ (14) TYPE OF REPORTING PERSON (See Instructions) IN ___________________________________________________________________________ CUSIP No. 130442106 Page 4 of 12 Pages ___________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Geoffrey H. Rosenberger ###-##-#### ___________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) /X/ ___________________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________________ (4) SOURCE OF FUNDS Not Applicable ___________________________________________________________________________ (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 0 shares ___________________________________________ NUMBER OF SHARES (8) SHARED VOTING POWER BENEFICIALLY OWNED BY 1,214,250 shares EACH REPORTING PERSON ___________________________________________ WITH (9) SOLE DISPOSITIVE POWER 0 shares ___________________________________________ (10) SHARED DISPOSITIVE POWER 1,214,250 shares ___________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,214,250 shares ___________________________________________________________________________ (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / ___________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% ___________________________________________________________________________ (14) TYPE OF REPORTING PERSON (See Instructions) IN ___________________________________________________________________________ CUSIP No. 130442106 Page 5 of 12 Pages ___________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles W. Ruff ###-##-#### ___________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) /X/ ___________________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________________ (4) SOURCE OF FUNDS PF as to 1,000 shares; Not Applicable as to 1,214,250 shares ___________________________________________________________________________ (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 0 shares ___________________________________________ NUMBER OF SHARES (8) SHARED VOTING POWER BENEFICIALLY OWNED BY 1,215,250 shares EACH REPORTING PERSON ___________________________________________ WITH (9) SOLE DISPOSITIVE POWER 0 shares ___________________________________________ (10) SHARED DISPOSITIVE POWER 1,215,250 shares ___________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,215,250 shares ___________________________________________________________________________ (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / ___________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% ___________________________________________________________________________ (14) TYPE OF REPORTING PERSON (See Instructions) IN ___________________________________________________________________________ CUSIP No. 130442106 Page 6 of 12 Pages Introductory Statement This Amendment No. 1 amends and supplements the Schedule 13D filed on September 4, 1996 by Clover Capital Management, Inc. ( Clover ), Michael E. Jones, Geoffrey H. Rosenberger and Charles W. Ruff (Clover, Mr. Jones, Mr. Rosenberger, and Mr. Ruff are sometimes collectively referred to herein as the "Reporting Persons") relating to the common stock par value $.10 per share, of California Microwave, Inc. (the Company ). This Amendment No. 1 is being filed by the Reporting Persons to reflect the grant by Clover of a revocable proxy to vote at the annual meeting of the stockholders of the Company to be held on Friday, October 25, 1996 (or any postponement or adjournments thereof (the "1996 Annual Meeting") all shares of the subject securities as to which Clover is entitled to vote. All capitalized terms used but not defined herein have the meanings ascribed to such terms in the Schedule 13D which is amended hereby (the "Schedule 13D"). Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby supplemented and restated as follows: The subject securities were acquired and continue to be held by the Reporting Persons for investment purposes. Each reserves the right to acquire or dispose of the subject securities. On August 28, 1996 representatives of Clover met with the Chief Executive Officer and Chief Financial Officer of the Company and recommended that the Chief Executive Officer be replaced because in Clover s opinion (1) the Company s credibility in the investment community has suffered because of earnings forecasts made by the Chief Executive Officer that have failed to materialize, (2) the Company s performance has been and continues to be inferior to the Company s competitors, (3) certain of the Company s fundamental business strategies are flawed and (4) the Company has not provided a credible strategy as to how it will maximize shareholder value. By letter to the Board of Directors of the Company dated September 18, 1996, Clover reiterated these views. By letter to the Board of Directors of the Company dated October 4, 1996, Clover provided advice with respect to the Company's business strategy and expressed its view that the Company's current stategy is not designed to maximize shareholder value. On October 21, 1996, Clover granted Herbert A. Denton, Fredrick W. Whitridge, Jr. and Terry W. Ward a revocable proxy 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 the Company, to vote against the approval of the amendment to the Company's employee stock purchase plan, and to vote against the ratification of the selection of Ernst & Young LLP as independent public accountants for the Company, at the 1996 Annual Meeting all shares of the subject securities as to which Cover is entitled to vote. Neither Mr. Ward nor Mr. Whitridge were recommended by the Company's Board of Directors for election at the 1996 Annual Meeting. CUSIP No. 130442106 Page 7 of 12 Pages In the future, Clover may present specific business strategies to the Board of Directors or otherwise provide advice regarding the business of the Company and possible ways to maximize shareholder value. Except as set forth in this Item 4, the Reporting Persons have no present plan or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) The aggregate number and percentage of the subject securities beneficially owned by each of the Reporting Persons is as follows: Name No. of Shares Percentage Clover 1,214,250 7.5 Michael E. Jones 0 0.0 Geoffrey H. Rosenberger 0 0.0 Charles W. Ruff 1,000 0.006 (b) As investment adviser to the client accounts owning the subject securities, Clover shares the voting and dispositive power with the account owner of each account. As directors of Clover, Messrs. Jones, Rosenberger and Ruff share the voting and dispositive powers with Clover. In addition, Mr. Ruff holds shared voting and dispositive power with respect to the subject securities beneficially owned by him (other than indirectly through Clover). (c) During the last 60 days the following transactions occurred in the subject securities by the following persons: (i) Name: Clover (for client accounts) Date of Transactions: 9/25 10/4 10/10 10/14 Type: Sell Sell Sell Sell Number of Shares: 300 1,100 2,200 150 Price/Share: 13.375 13.375 13.125 14.9375 Where and how MM MM MM MM transaction effected: (MM = Market Maker; I = Instinet) (ii) Name: Michael E. Jones (none) (iii) Name: Geoffrey H. Rosenberger (none) (iv) Name: Charles W. Ruff (none) CUSIP No. 130442106 Page 8 of 12 Pages (d) The client in each account advised by Clover and owning the subject securities has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sales of, the subject securities held by the account. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of the Schedule 13D is hereby supplemented and restated as follows: On October 21, 1996, Clover granted Herbert A. Denton, Fredrick W. Whitridge, Jr. and Terry W. Ward a revocable proxy 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 the Company, to vote against the approval of the amendment to the Company's employee stock purchase plan, and to vote against the ratification of the selection of Ernst & Young LLP as independent public accountants for the Company, at the 1996 Annual Meeting all shares of the subject securities as to which Clover is entitled to vote. There are no other contracts, arrangements, understandings or relationships between any of the Reporting Persons and others with respect to any securities of the Company and there are none among the Reporting Persons except as results from their relationship with Clover and the investment advisory contracts between Clover and each client whose account owns the subject securities pursuant to which Clover has discretionary authority to purchase or sell and vote the subject securities. Item 7. Material to be Filed as Exhibits Item 7 of the Schedule 13D is hereby supplemented and restated as follows: Exhibit 99-1 - Joint Filing Agreement Exhibit 99-2 - Revocable proxy granted to Herbert A. Denton, Frederick W. Whitridge, Jr. and Terry W. Ward. 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. October 21, 1996 Clover Capital Management, Inc. By:/s/ Michael E. Jones Michael E. Jones, Managing Director October 21, 1996 /s/ Michael E. Jones Michael E. Jones October 21, 1996 /s/ Geoffrey H. Rosenberger Geoffrey H. Rosenberger October 21, 1996 /s/ Charles W. Ruff Charles W. Ruff EXHIBIT INDEX Exhibit Page Exhibit 99-1 Joint Filing Agreement 11 Exhibit 99-2 Revocable proxy granted to 12 Herbert A Denton, Frederick W. Whitridge, Jr. and Terry W. Ward EX-99 2 AGREEMENT PURSUANT TO RULE 13D-1(F)(1) The undersigned persons agree and consent to the joint filing on their behalf of this Amendment No. 1 to Schedule 13D in connection with their beneficial ownership of the common stock of California Microwave, Inc. at October 21, 1996 and agree that this filing is filed on behalf of each of them. October 21, 1996 Clover Capital Management, Inc. By:/s/ Michael E. Jones Michael E. Jones, Managing Director October 21, 1996 /s/ Michael E. Jones Michael E. Jones October 21, 1996 /s/ Geoffrey H. Rosenberger Geoffrey H. Rosenberger October 21, 1996 /s/ Charles W. Ruff Charles W. Ruff PROXY EX-99 3 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 AGAINST the approval of the amendment to the Company's employee stock purchase plan, and to vote AGAINST 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 21, 1996 Clover Capital Management, Inc. By: /s/ Michael E. Jones Name: Michael E. Jones Title: President -----END PRIVACY-ENHANCED MESSAGE-----