-----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, QPVGjiERLzlfFG/+kcgltxEDbPTY6gkdBEyd3KWTHXo1XDeicRLTLusulUk1V3N7 Bm1rFfNipnaAg7iB17JajQ== 0000914317-06-000506.txt : 20060209 0000914317-06-000506.hdr.sgml : 20060209 20060209171120 ACCESSION NUMBER: 0000914317-06-000506 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESPEY MFG & 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19806 FILM NUMBER: 06594026 BUSINESS ADDRESS: STREET 1: 233 BALLSTON AVE STREET 2: COR. CONGRESS & BALLSTON AVES. CITY: SARATOGA SPRINGS STATE: NY ZIP: 12866 BUSINESS PHONE: 5185844100 MAIL ADDRESS: STREET 1: 233 BALLSTON AVE CITY: SARATOGA SPRINGS STATE: NY ZIP: 12866 FORMER COMPANY: FORMER CONFORMED NAME: ESPEY MANUFACTURING & ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Espey Mfg. & Electronics Corp. Employee Retirement Plan & Trust CENTRAL INDEX KEY: 0001321399 IRS NUMBER: 141387171 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 233 BALLSTON AVE. CITY: SARATOGA SPRINGS STATE: NY ZIP: 12866 BUSINESS PHONE: 518-584-4100 MAIL ADDRESS: STREET 1: 233 BALLSTON AVE. CITY: SARATOGA SPRINGS STATE: NY ZIP: 12866 SC 13G/A 1 sc13ga-73823_esop.txt SCHEDULE 13GA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Espey Mfg. & Electronics Corp. ------------------------------ (Name of Issuer) Common Stock, par value $0.33 - 1/3 par value --------------------------------------------- (Title of Class of Securities) 296650 10 4 ----------- (CUSIP Number) December 31, 2005 ----------------- (Date of Event Which Requires Filing of this Statement) *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). Check the appropriate box to designate the rule pursuant to which this Schedule is filed [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 296650 10 4 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Espey Mfg. & Electronics Corp. Employee Retirement Plan and Trust - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [-] (b) [-] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization. United States of America - -------------------------------------------------------------------------------- Shares (5) Sole Voting Power Beneficially 724,244* ---------------------------------------------------------- Owned (6) Shared Voting Power by Each 0 ---------------------------------------------------------- Reporting (7) Sole Dispositive Power Person 724,244* ---------------------------------------------------------- With (8) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- (9)Aggregate Amount Beneficially Owned by Each Reporting Person 724,244* (10)Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) (11)Percent of Class Represented by Amount in Row 9 31.5 %** - -------------------------------------------------------------------------------- (12)Type of Reporting Person (See Instructions) EP - -------------------------------------------------------------------------------- * The number of shares reflects the distribution of a stock dividend of one share for each issued share effective December 30, 2005. **Based on 2,296,762 shares issued and outstanding as of December 31, 2005 Item 1 (a) Name of Issuer: Espey Mfg. & Electronics Corp. (the "Issuer") (b) Address of Issuer's Principal Executive Offices: 233 Ballston Ave. Saratoga Springs, NY 12866 Item 2 (a) Name of Person Filing: Peggy Murphy and Howard Pinsley Co-Trustees for Espey Mfg. & Electronics Corp. Employee Retirement Plan and Trust (b) Address or Principal Business Office or, if none, Residence: 233 Ballston Ave. Saratoga Springs, NY 12866 (c) Citizenship: United States of America (d) Title of Class of Securities: Common Stock, par value $0.33 1/3 per share (the "Common Stock") (e) CUSIP No.: 296650 10 4 Item 3. N/A Item 4. Ownership a. Amount Beneficially Owned: 724,244* b. Percent of class 31.5%** c. Number of shares as to which such person has: i. Sole power to vote or to direct the vote 724,244* ii. Shared power to vote or to direct the vote 0 iii. Sole power to dispose or to direct the disposition of 724,244* iv. Shared power to dispose or to direct the disposition of 0 * The number of shares reflects the distribution of a stock dividend of one share for each issued share effective December 30, 2005. The shares of common stock by the ESOP Trust are voted by the Trustees in the manner directed by the ESOP Committee. The Trustees, Howard Pinsley and Peggy A. Murphy are the Chairman of the Board, Chief Executive Officer and President of the Company and Secretary of the Company, respectively. The ESOP Committee, which is appointed by the Board of Directors, is comprised of Mr. Pinsley, Ms. Murphy, Director Barry Pinsley, Director Michael W. Wool and David A. O'Neil, the Treasurer and Principal Financial Officer of the Company. As to shares that have been allocated to the accounts of participants in the ESOP, the Trustees are directed by the Committee to vote such shares in accordance with instructions of the participants. As to unallocated shares and allocated shares for which voting instructions have not been received from participants, the Committee instructs the Trustee to vote such votes proportionately to the shares as to which voting instructions have been received. As of December 31, 2005, 424,244 shares were allocated to the accounts of participants and 300,000 shares were unallocated. **Based on shares issued and outstanding as of December 31, 2005 Item 5. Owneship of 5% or less of a class N/A Item 6. Ownership of More than 5 Percent on Behalf of Another Person N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. N/A Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Item 10. Certifications N/A 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. - -------------------------------------------------------------------------------- Dated - -------------------------------------------------------------------------------- Signature Howard Pinsley Peggy Murphy Name/Title -----END PRIVACY-ENHANCED MESSAGE-----