-----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, JCejDrcr41YVG+90nKaWewGCalslzOA+0XRzDWvweapRQW2IEkDU2Ekg/FSxVSNa X87crFxU8uyxwbOOiur9ng== 0000889812-98-000158.txt : 19980130 0000889812-98-000158.hdr.sgml : 19980130 ACCESSION NUMBER: 0000889812-98-000158 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980129 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FREQUENCY ELECTRONICS INC CENTRAL INDEX KEY: 0000039020 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 111986657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-33022 FILM NUMBER: 98516014 BUSINESS ADDRESS: STREET 1: 55 CHARLES LINDBERGH BLVD CITY: MITCHEL FIELD STATE: NY ZIP: 11553 BUSINESS PHONE: 5167944500 MAIL ADDRESS: STREET 1: 55 CHARLES LINDBERGH BOULEVARD CITY: MITCHELL FIELD STATE: NY ZIP: 11553 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVERNESS COUNSEL INC /NY /ADV CENTRAL INDEX KEY: 0000880703 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133631802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 545 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129805230 MAIL ADDRESS: STREET 1: 545 MADISON AVE STREET 2: 9TH FL CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: INVERNESS COUNSEL INC /NY /ADV DATE OF NAME CHANGE: 19980123 SC 13D 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* FREQUENCY ELECTRONICS, INC. ------------------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------------------- (Title of Class of Securities) 35801010 ------------------------------------------------------------------- (CUSIP Number) Robert B. Deans III, Inverness Counsel, Inc., 545 Madison Ave., New York, NY 10022 [212} 207-2110 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 30, 1997 ------------------------------------------------------------------- (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: /X/ Check the following box if a fee is being paid with the statement: / / CUSIP No. 35801010 SCHEDULE 13D Page 2 of 13 Pages -------- - -- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person INVERNESS COUNSEL, INC. EIN #13-3631802 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /x/ 3. SEC Use Only 4. Source of Funds 00 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power ---- Number of Shares 8. Shared Voting Power Beneficially ---- Owned by Each 9. Sole Dispositive Power Reporting Person 854,100 With 10. Shared Dispositive Power ---- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 854,100 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13. Percent of Class Represented by Amount in Row (11) 11.2% 14. Type of Reporting Person* IA Schedule 13D Item 1. Security and Issuer This statement relates to shares of common stock, $1.00 par value per share, of the issuer hereinbelow named: Frequency Electronics, Inc. 55 Charles Lindbergh Boulevard Mitchel Field, NY 11553 Item 2. Identity and Background (a) The identity of the reporting person is: Inverness Counsel, Inc. ("Inverness") The identity of (i) the executive officers and directors of Inverness, (ii) the person controlling Inverness and (iii) the persons ultimately in control of Inverness are set forth on Exhibit "A" hereto. (b) The business address of the reporting person is: 545 Madison Avenue New York, NY 10022 The business addresses of the persons referred to in paragraph (a) of this Item 2, other than Inverness, are likewise set forth on Exhibit "A" hereto. (c) Inverness is an investment advisor registered under the Investment Advisors Act of 1940, as amended. The principal occupation or employment of the persons referred to in paragraph (a) of this Item 2, other than Inverness, are likewise set forth on Exhibit "A" hereto. (d) None as to Inverness and as to the persons referred to in paragraph (a) of this Item 2. (e) None as to Inverness and as to the persons referred to in paragraph (a) of this Item 2. (f) The reporting person is a Delaware corporation. The persons referred to in paragraph (a) of this Item 2, other than Inverness, are United States citizens. Item 3. Source and Amount of Funds or Other Consideration The 854,100 shares of common stock of the issuer referred to in the first sub-paragraph of paragraph (a) of Item 5 hereof were purchased for and on behalf of clients of Inverness, in the ordinary course of business for investment from the personal funds of such clients for an aggregate price of $7,426,131. No part of such purchase price was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring such shares. The shares were acquired by purchase on the open market on the national securities exchange on which the shares of common stock of the issuer are traded. The 35,950 shares of common stock of the issuer owned by the persons listed on Exhibit "A" referred to in paragraph (a) of Item 2 hereof and set forth on Exhibit "B" hereto were acquired for investment from the personal funds of each such person for an aggregate price of $271,614. To the knowledge of the reporting person, no part of the purchase price of such shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring such shares. All such shares were acquired on the open market on the national securities exchange on which the shares of common stock of the issuer are traded. Item 4. Purpose of Transaction The purpose of the acquisition of the shares of common stock of the issuer is investment. Neither the client owners of the shares nor Inverness, as reporting person, nor any of the persons listed on Exhibit "A" referred to in paragraph (a) of Item 2 hereof, have any plans or proposals at present which relate to or would result in any of the actions referred to in paragraphs (a) through (j) of Item 4 hereof. Notwithstanding the foregoing, Philip S. Lawrence, a managing director of Inverness, will become a member of a Board of Advisors established by the issuer, which Board is intended to advise and consult with the management of the issuer with a view to enhancing the business operations and activities of the issuer for the purpose of maximizing the value inherent in the issuer for the benefit of the holders of its outstanding shares of capital stock. Inverness disclaims any intention of changing or influencing the control of the issuer and the filing of this statement on Schedule 13D shall not be construed as an admission that it has any such intention for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended. 2 Item 5. Interest in Securities of the Issuer (a) Inverness may be deemed to "beneficially own" 854,100 shares of the common stock of the issuer pursuant to Reg. Section 240.13d-3 under the Securities Exchange Act of 1934, as amended, as of November 30, 1997. Such number of shares amounts to 11.17 percent of the total number of shares of common stock issued and outstanding as of that date. Notwithstanding the foregoing, Inverness disclaims beneficial ownership of such shares and the filing of this statement on Schedule 13D shall not be construed as an admission that it is the "beneficial owner" of any securities covered by such statement for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended. The persons listed on Exhibit "A" referred to in paragraph (a) of Item 2 hereof own the 35,950 shares of common stock of the issuer set forth on Exhibit "B" hereto. Such number of shares amounts to 0.47% of the total number of shares of common stock issued and outstanding as of November 30, 1997. Such persons individually possess the exclusive voting power and/or investment power as to the shares shown as being owned by them. (b) Inverness has the sole power to dispose or to direct the disposition of the 854,100 shares referred to in the first sub-paragraph of paragraph (a) of this Item 5. Inverness does not possess, nor does it share, the power to vote or to direct the vote of any of such shares. The persons listed on Exhibit "A" referred to in paragraph (a) of Item 2 hereof do not possess the power, nor do they share the power, to dispose or to direct the disposition of the 854,100 shares referred to in the first sub-paragraph of paragraph (a) of this Item 5, other than as agents of Inverness, nor do they possess, nor share, the power to vote or to direct the vote of any of such shares. Notwithstanding the foregoing, such persons individually do have the exclusive power to dispose, or to direct the disposition of or to vote, or to direct the vote of, the aggregate of 35,950 shares referred to as being owned by them and set forth on Exhibit "B" hereto. (c) During the past sixty (60) days, the persons named in response to paragraph (a) of this Item 5 effected the purchase transactions set forth on Exhibit "C" hereto. All of such purchases were effected on the open market on the national securities exchange on which the shares of common stock of the issuer are traded. 3 (d) Neither Inverness nor the persons other than Inverness who are referred to in paragraph (a) of Item 2 hereof have the right to receive, or the power to direct the receipt of, either dividends from, or the proceeds from the sale of, the 854,100 shares referred to in the first sub-paragraph of paragraph (a) of this Item 5. Notwithstanding the foregoing, however, the persons other than Inverness referred to in paragraph (a) of Item 2 hereof do have the right to receive, or the power to direct the receipt of, either dividends from, or the proceeds from the sale of, any shares set forth as owned by them in Exhibit "B" referred to in the third sub-paragraph of Paragraph (a) of this Item 5. The clients of Inverness who own the economic interest in the 854,100 shares of common stock of the issuer referred to in the first sub-paragraph of paragraph (a) of this Item 5 have the sole right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such shares. To the knowledge of Inverness, no such client of Inverness owns an interest amounting to more than 5% of the outstanding shares of the class of securities identified in Item 1 hereof. (e) Not applicable Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer Other than as set forth herein, neither Inverness nor the persons listed on Exhibit "A" referred to in Section (a) of Item 2 hereof have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the issuer. The issuer proposes to enter into an option agreement with Philip S. Lawrence, a managing director of Inverness, pursuant to the 1997 Independent Contractor's Stock Option Plan of the issuer in order to compensate Mr. Lawrence for his services on the Board of Advisors of the issuer referred to in Item 4 hereof. Such option agreement will grant Mr. Lawrence an option to purchase an aggregate of 37,500 shares of common stock of the issuer at a price equivalent to the market value of such shares as of the date of the grant. Messrs. Robert B. Deans, Jr., Chairman of Inverness, David W. Laughlin, President of Inverness, and Robert K. Maddock III, an employee of Inverness, will share in such options to the extent of 14,750 shares, 2,000 shares and 2,000 shares, respectively, in consideration of logistical support, advice and consultation rendered to Mr. Lawrence in connection with his services on the Board of Advisors of the issuer. 4 Item 7. Material to be Filed as Exhibits Other than the option agreement referred to in answer to Item 6 hereof, no agreements exist relating to either (i) the filing of joint acquisition statements or (ii) plans or proposals with respect to (1) the borrowing of funds, (2) the acquisition of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter disclosed in Item 4 and (3) the transfer or voting of securities, finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit or the giving or withholding of any proxy. 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. 1/8/98 /s/ Robert B. Deans, III - ------------------------- --------------------------- Date Signature Robert B. Deans, III --------------------------- Name/title Treasurer 5 EXHIBIT "A " ------------ The name, business address and principal occupation of (i) each executive officer and director of Inverness, as reporting person (ii) each person controlling Inverness and (iii) each executive officer and director of any corporation or other person ultimately in control of Inverness are as follows: (i) Inverness: The name, business address and principal occupation of each executive officer and director of Inverness is as follows: - --------------------------------- --------------------- ------------------------ Name Business Address Principal Occupation ---- ---------------- -------------------- - --------------------------------- --------------------- ------------------------ Robert B. Deans, Jr., 545 Madison Avenue Officer and Chairman & director New York, NY 10022 employee of Inverness - --------------------------------- --------------------- ------------------------ George H. Garfield, Vice Chairman 545 Madison Avenue Officer and & director New York, NY 10022 employee of Inverness - --------------------------------- --------------------- ------------------------ David W. Laughlin, President & 545 Madison Avenue Officer and director New York, NY 10022 employee of Inverness - --------------------------------- --------------------- ------------------------ Robert B. Deans, III, Treasurer & 545 Madison Avenue Officer and director New York, NY 10022 employee of Inverness - --------------------------------- --------------------- ------------------------ William P. DuBose, Jr., Executive 545 Madison Avenue Officer and Vice President New York, NY 10022 employee of Inverness - --------------------------------- --------------------- ------------------------ Enno W. Ercklentz, Jr., Secretary 630 Fifth Avenue Attorney at law New York, NY 10111 - --------------------------------- --------------------- ------------------------ John W. Hanes, Jr., director 10500 Gee Norman Road Retired Belgrade, MT 59714 - --------------------------------- --------------------- ------------------------ (ii) Person controlling Inverness: Cromarty Management Corporation, a Delaware corporation ("Cromarty") 545 Madison Avenue New York, NY 10022 Cromarty is the owner of 100% of the issued and outstanding shares of capital stock of Inverness. The name, address and principal occupation of each executive officer and director of Cromarty is as follows: 6
- ------------------------------------ ----------------------------------- ----------------------------------- Name Business Address Principal Occupation - ------------------------------------ ----------------------------------- ----------------------------------- Robert B. Deans, Jr., 545 Madison Avenue Officer and employee of Inverness Chairman, treasurer & director New York, NY 10022 - ------------------------------------ ----------------------------------- ----------------------------------- George H. Garfield, Vice President 545 Madison Avenue Officer and employee of Inverness & director New York, NY 10022 - ------------------------------------ ----------------------------------- ----------------------------------- Robert B. Deans, III, President 545 Madison Avenue Officer and employee of Inverness New York, NY 10022 - ------------------------------------ ----------------------------------- ----------------------------------- Mary E. Bianco, 545 Madison Avenue Officer and employee of Inverness Vice President New York, NY 10022 - ------------------------------------ ----------------------------------- ----------------------------------- Enno W. Ercklentz, Jr., Secretary 630 Fifth Avenue Attorney at law New York, NY 10111 - ------------------------------------ ----------------------------------- ----------------------------------- John W. Hanes, Jr., director 10500 Gee Norman Road Retired Belgrade, MT 59714 - ------------------------------------ ----------------------------------- -----------------------------------
(iii) Person controlling Cromarty: Deans Children Issue Trust u/a 12/4/85 ("Trust") William Prickett and John W. Hanes, Jr., trustees Trust is the owner of 100% of the issued and outstanding shares of capital stock of Cromarty. The name, address and principal occupation of each trustee of the Trust is as follows:
- ------------------------------------ ----------------------------------- ----------------------------------- Name Business Address Principal Occupation - ------------------------------------ ----------------------------------- ----------------------------------- John W. Hanes, Jr., trustee 10500 Gee Norman Road Retired Belgrade, MT 59714 - ------------------------------------ ----------------------------------- ----------------------------------- Prickett, Jones, Elliott, William Prickett, Esq., trustee Kristol & Schnee Attorney at law 1310 King St., Box 1328 Wilmington, DE 19899-1328 - ------------------------------------ ----------------------------------- -----------------------------------
7 Exhibit "B" ----------- Number of Shares Cost ---------------- ---- Robert B. Deans, Jr. (incl. 1,950 13,350 $ 51,997 shares owned by spouse) Deans Children Issue Trust u/a 6,150 46,788 12/4/85 David W. Laughlin 10,000 144,900 (incl. 6,550 shares owned by spouse and children) William P. DuBose, Jr. (incl. 4,350 44,936 1,350 shares owned by spouse) Robert B. Deans, III (incl. 6,000 9,750 55,264 shares owned by spouse and children) William Prickett 3,000 28,052 -------- -------- 46,600 $371,937 8 Exhibit "C" -----------
Number of Price Per Person Effecting Transaction Date of Transaction Shares Share ---------------------------- ------------------- ------ ----- [A] Inverness on behalf of advisory 10/22/97 800 26.815 clients " " 10/22/97 2,000 26.815 " " 10/22/97 1,000 27.125 " " 10/22/97 1,000 26.815 " " 10/23/97 2,500 27.500 " " 10/23/97 500 27.187 " " 10/23/97 2,000 26.500 " " 10/28/97 9,300 25.623 " " 10/28/97 5,000 25.811 " " 10/28/97 700 25.373 " " 10/28/97 400 25.750 " " 10/28/97 900 24.000 " " 10/31/97 400 28.604 " " 10/31/97 200 28.604 " " 10/31/97 200 28.604 " " 10/31/97 500 28.604 " " 10/31/97 800 28.968 " " 10/31/97 1,000 28.604 " " 10/31/97 1,000 28.604 " " 10/31/97 3,100 28.604 " " 10/31/97 700 27.267 " " 10/31/97 400 29.000 " " 10/31/97 1,800 28.500 " " 10/31/97 1,400 27.875 " " 10/31/97 1,000 28.604 " " 11/04/97 300 27.781 " " 11/04/97 2,000 28.000 " " 11/04/97 300 27.781 " " 11/05/97 900 27.541 " " 11/05/97 6,000 27.541 " " 11/05/97 1,500 27.541 " " 11/12/97 200 28.000
9
Number of Price Per Person Effecting Transaction Date of Transaction Shares Share ---------------------------- ------------------- ------ ----- " " 11/13/97 2,000 27.406 " " 11/13/97 1,500 27.406 " " 11/14/97 2,000 26.656 " " 11/17/97 200 26.708 " " 11/17/97 800 26.708 " " 11/17/97 200 26.708 " " 11/19/97 800 26.500 " " 11/19/97 1,000 26.250 " " 11/20/97 1,000 25.875 " " 12/03/97 300 16.625 " " 12/03/97 350 16.125 " " 12/04/97 400 18.750 " " 12/04/97 300 18.750 " " 12/04/97 500 18.750 " " 12/04/97 200 18.750 " " 12/04/97 400 18.750 " " 12/04/97 100 18.125 " " 12/04/97 500 18.750 " " 12/04/97 1,000 18.750 " " 12/04/97 1,000 18.750 " " 12/04/97 2,000 18.750 " " 12/04/97 200 18.750 " " 12/05/97 400 18.182 " " 12/05/97 200 18.182 " " 12/05/97 500 18.182 " " 12/05/97 300 18.182 " " 12/05/97 1,000 18.182 " " 12/05/97 1,000 18.182 " " 12/05/97 300 18.182 " " 12/09/97 3,200 17.990 " " 12/11/97 1,500 17.125
10 [B] Persons listed on Exhibit "A" to Item 2 William P. DuBose, Jr. 10/31/97 1,000 28.604 David W. Laughlin 10/31/97 1,500 27.432 (for children) David W. Laughlin 11/07/97 500 28.250 Deans Issue Trust 11/13/97 500 27.406 (for issue of Robert B. Deans, Jr.)
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