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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
FREQUENCY ELECTRONICS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
358-010106
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 27, 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 .
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).
CUSIP No. 358-010106 SCHEDULE 13D Page 2 of 15
1 Name of Reporting Person BK CAPITAL PARTNERS III, L.P.
IRS Identification No. of Above Person 94-3091845
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 578,350*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 578,350*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 578,350*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.7%*
14 Type of Reporting Person PN
* See response to Item 5.
CUSIP No. 358-010106 SCHEDULE 13D Page 3 of 15
1 Name of Reporting Person THE COMMON FUND
IRS Identification No. of Above Person 23-7037968
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
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-
NUMBER OF
SHARES 8 Shared Voting Power 578,350*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 578,350*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 578,350*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.7%*
14 Type of Reporting Person CO
* See response to Item 5.
CUSIP No. 358-010106 SCHEDULE 13D Page 4 of 15
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P.
S.S. No. of Above Person 94-3205364
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 578,350*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 578,350*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 578,350*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.7%*
14 Type of Reporting Person IA, PN
* See response to Item 5.
CUSIP No. 358-010106 SCHEDULE 13D Page 5 of 15
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC.
IRS Identification No. of Above Person 94-2967812
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
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 California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 578,350*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 578,350*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 578,350*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.7%*
14 Type of Reporting Person CO
* See response to Item 5.
CUSIP No. 358-010106 SCHEDULE 13D Page 6 of 15
1 Name of Reporting Person RICHARD C. BLUM
S.S. No. of Above Person 556 42 3196
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
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 USA
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 578,350*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 578,350*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 578,350*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.7%*
14 Type of Reporting Person IN
* See response to Item 5.
CUSIP No. 358-010106 SCHEDULE 13D Page 7 of 15
Item 1. Security and Issuer
This Amendment No. 21 (the "Amendment") to Schedule 13D
relates to shares of common stock, $1.00 par value (the
"Stock"), of Frequency Electronics, Inc., a Delaware
corporation (the "Issuer"). The principal executive office
and mailing address of the Issuer is 55 Charles Lindberg
Blvd., Mitchell Field, NY 11553. This Amendment is being
filed because of certain dispositions of Stock set forth in
Item 5(c) below.
Item 2. Identity and Background
This Amendment is filed on behalf of BK Capital Partners III,
L.P., a California limited partnership ("BK III"), The Common
Fund for the account of its Equity Fund, a New York non-
profit corporation ("The Common Fund"), Richard C. Blum &
Associates, L.P., a California limited partnership ("RCBA
L.P."), Richard C. Blum & Associates, Inc., a California
corporation ("RCBA Inc."), and Richard C. Blum, the Chairman
and substantial shareholder of RCBA Inc. (collectively, the
"Reporting Persons").
RCBA L.P. is a California limited partnership whose principal
business is acting as general partner for investment
partnerships and providing investment advisory and financial
consulting services. RCBA L.P. is a registered investment
adviser with the Securities and Exchange Commission and with
the State of California. The sole general partner of RCBA
L.P. is RCBA Inc. The principal business office address of
RCBA L.P. and RCBA Inc. is 909 Montgomery Street, Suite 400,
San Francisco, California 94133. The names of the executive
officers and directors of RCBA Inc., their addresses,
citizenship and principal occupations are as follows:
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Richard C. Blum 909 Montgomery St. USA President and
President, Suite 400 Chairman, RCBA
Chairman and San Francisco, CA L.P.
Director
Nils Colin Lind 909 Montgomery St. Norway Managing
Managing Suite 400 Director, RCBA
Director, San Francisco, CA L.P.
Assistant
Secretary and
Director
CUSIP No. 358-010106 SCHEDULE 13D Page 8 of 15
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Jeffrey W. Ubben 909 Montgomery St. USA Managing
Managing Suite 400 Director of
Director of San Francisco, CA Investments,
Investments RCBA L.P.
George F. Hamel, 909 Montgomery St. USA Managing
Jr. Suite 400 Director of
Managing San Francisco, CA Marketing,
Director of RCBA L.P.
Marketing
John H. 909 Montgomery St. USA Managing
Steinhart Suite 400 Director and
Managing San Francisco, CA Chief
Director, Chief Administrative
Administrative Officer, RCBA
Officer and L.P.
Secretary
Marc T. 909 Montgomery St. USA Managing
Scholvinck Suite 400 Director and
Managing San Francisco, CA Chief
Director, Chief Financial
Financial Officer, RCBA
Officer and L.P.
Assistant
Secretary
Michael Kane 909 Montgomery St. USA Managing
Managing Suite 400 Director of
Director of San Francisco, CA Investments,
Investments RCBA L.P.
Thomas L. 40 Wall Street USA Chairman, Loeb
Kempner New York, NY Partners
Director 10005 Corporation,
Investment
Banking
Business
BK III is a California limited partnership whose principal
business is investing in securities. Its principal office is
located at 909 Montgomery Street, Suite 400, San Francisco,
California 94133. RCBA L.P. is the sole general partner of
BK III.
The Common Fund is a New York not-for-profit corporation
principally engaged in the business of managing investments
CUSIP No. 358-010106 SCHEDULE 13D Page 9 of 15
for educational institutions. The principal administrative
office of The Common Fund is located at 450 Post Road East,
Westport, Connecticut 06881-0909. The name, business address
and present principal occupation of each of the trustees and
executive officers of The Common Fund are as follows (all are
United States citizens):
Trustees
Paul J. Aslanian Norman G. Herbert
Vice President for Finance Associate Vice President
and Planning and Treasurer
Swarthmore College University of Michigan
500 College Avenue 5032 Fleming Administration
Swarthmore, PA 19081-1397 Building
Ann Arbor, MI 48109-1340
Robert L. Bovinette
President William C. Hromadka
The Common Fund Treasurer and Assoc. Sr.
450 Post Road East Vice President
Westport, CT 06881 University of Southern
California
John B. Carroll University Park, Treasurer's
President Office
GTE Investment Management BKS 402 - Bookstore Building
Corp. Los Angeles, CA 90089-2541
Tresser Boulevard
Seventh Floor David M. Lascell
Stamford, CT 06901 Partner
Hallenbeck, Lascell,
Mayree C. Clark Norris & Zorn
Managing Director, Global One Exchange Street
Research Rochester, NY 14614-1403
Morgan Stanley & Co., Inc.
1251 Avenue of the Americas John T. Leatham
New York, NY 10020 Chairman and Chief Executive
Officer
Robert D. Flanigan, Jr. Security Health Providers,
Vice President for Business Inc.
and Financial Affairs & Drake Oak Brook Plaza
Treasurer 2215 York Road
Spelman College Suite 206
350 Spelman Lane, S.W., Oak Brook, IL 60521
Box 589
Atlanta, GA 30314-4399 David J. Meagher
Vice President for Finance
Caspa L. Harris, Jr and Treasurer
Consultant and Attorney Loyola University of Chicago
39109 John Wolford Road 840 North Wabash
Waterford, VA 20197 Chicago, IL 60611
CUSIP No. 358-010106 SCHEDULE 13D Page 10 of 15
Louis W. Moelchert Robert S. Salomon, Jr.
Vice President for Business Principal
and Finance STI Management LLC
University of Richmond 36 Flying Cloud Road
Campus Drive, Room 202 Stamford, CT 06902
Maryland Hall
Richmond, VA 23173 William T. Spitz
Treasurer
Robert D. Pavey Vanderbilt University
General Partner 102 Alumni Hall
Morgenthaler Ventures Nashville, TN 37240-0159
629 Euclid Avenue, Ste. 700
Cleveland, Ohio 44114
Andre F. Perold
Sylvan C. Coleman Professor
of Financial Management
Harvard University Graduate
School of Business
Administration
Morgan Hall, 367,
Soldiers Field
Boston, MA 02163
The executive officers of The Common Fund who are not
Trustees are as follows (the business address for each person
is The Common Fund, 450 Post Road East, Westport, CT
06881-0909):
Todd E. Petzel Curt R. Tobey
Executive Vice President Senior Vice President
and Chief Investment
Officer William P. Miller III
Senior Vice President and
John S. Griswold, Jr. Independent Risk Oversight
Senior Vice President Officer
Maria L.C. Tapia Marita Wein
Senior Vice President Vice President and Secretary
To the best knowledge of the Reporting Persons, none of the
entities or persons identified in this Item 2 has, during the
past five years, been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is 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 violation with respect to such laws.
CUSIP No. 358-010106 SCHEDULE 13D Page 11 of 15
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the previous purchases of Stock was
the working capital of the Reporting Persons.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the securities of the Issuer
in the ordinary course of their business, which is an
investment business. In the ordinary course of that
business, the Reporting Persons may discuss from time to time
with representatives of the Issuer and with selected
shareholders of the Issuer ideas that the Reporting Persons
believe might enhance shareholder value, including ideas that
might, if effected, result in any of the following: the
acquisition by persons of additional securities of the
Issuer, an extraordinary corporate transaction involving the
Issuer, and/or changes in the board of directors or
management of the Issuer. Depending upon market conditions
and other factors, the Reporting Persons may acquire
additional securities of the Issuer, in the open market, in
privately negotiated transactions or otherwise.
Alternatively, depending upon market conditions and other
factors, the Reporting Persons may, from time to time,
dispose of some or all of the securities of the Issuer that
they own beneficially.
Other than as set forth in this statement, the Reporting
Persons do not have any present plans or proposals that
relate to or would result in any of the consequences listed
in paragraphs (a)-(j) of Item 4 of Schedule 13D, or any
agreement regarding such matters, although they may in the
future take actions that would have such consequences.
Item 5. Interest in Securities of the Issuer
(a) & (b) According to the Issuer, 4,942,988 shares of the
Stock were outstanding as of February 28, 1997. Based on
such information, after taking into account the transactions
described in Item 5(c) below, the following Reporting Persons
have the following direct holdings in the Stock:
Shares of Percentage of
Name Stock Owned Stock Owned
BK III 94,300 1.9%
The Common Fund 484,050 9.7%
_______ _____
Total 578,350 11.7%
======= =====
CUSIP No. 358-010106 SCHEDULE 13D Page 12 of 15
Voting and investment power with respect to the above shares
are held solely by RCBA L.P. The Reporting Persons therefore
may be deemed to be members in a group, in which case each
Reporting Person would be deemed to have beneficial ownership
of an aggregate of 578,350 shares of the Stock, which is
11.7% of the outstanding Stock. As the sole general partner
of RCBA L.P., RCBA Inc. is deemed the beneficial owner of the
securities over which RCBA L.P has voting and investment
power. As Chairman, director and a substantial shareholder
of RCBA Inc., Richard C. Blum might be deemed to be the
beneficial owner of the securities beneficially owned by RCBA
Inc. Although Mr. Blum is joining in this Schedule as a
Reporting Person, the filing of this Schedule shall not be
construed as an admission that he, or any of the other
shareholders, directors or executive officers of RCBA Inc.
is, for any purpose, the beneficial owner of any of the
securities that are beneficially owned by RCBA Inc.
(c) During the last 60 days, the Reporting Persons sold the
following shares of Common Stock on the open market:
Trade Date Quantity Price
The Common Fund 02-07-97 1,700 12.50
02-10-97 4,100 11.93
02-12-97 5,000 11.68
02-13-97 5,000 11.67
02-18-97 500 11.75
02-19-97 15,200 11.48
02-20-97 400 11.88
02-24-97 6,000 11.38
02-27-97 4,200 11.17
02-28-97 19,900 11.00
BK III 02-07-97 300 12.50
02-10-97 900 11.93
02-12-97 1,000 11.68
02-13-97 1,000 11.67
02-18-97 100 11.75
02-19-97 2,600 11.48
02-20-97 100 11.88
02-24-97 1,000 11.38
02-27-97 900 11.17
02-28-97 3,100 11.00
(d) and (e) Not applicable.
CUSIP No. 358-010106 SCHEDULE 13D Page 13 of 15
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
None.
Item 7. Material to be Filed as Exhibits
Joint Filing Undertaking.
CUSIP No. 358-010106 SCHEDULE 13D Page 14 of 15
Signatures
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: March 5, 1997
BK CAPITAL PARTNERS III, L.P. THE COMMON FUND
RICHARD C. BLUM & ASSOCIATES, By: Richard C. Blum &
L.P. Associates, Inc.,
Investment Advisor
By: Richard C. Blum &
Associates, Inc., its By: /s/John H. Steinhart
General Partner _____________________
John H. Steinhart,
By: /s/John H. Steinhart Managing Director,
_____________________ Chief Administrative
John H. Steinhart, Officer and Secretary
Managing Director,
Chief Administrative
Officer and Secretary
RICHARD C. BLUM & ASSOCIATES, /s/John H. Steinhart
INC. _______________________________
RICHARD C. BLUM
By: /s/John H. Steinhart
__________________________ By: John H. Steinhart
John H. Steinhart, Attorney-in-Fact
Managing Director, Chief
Administrative Officer and
Secretary
CUSIP No. 358-010106 SCHEDULE 13D Page 15 of 15
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to this Amendment to
Schedule 13D to evidence the agreement of the below-names
parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Amendment jointly
on behalf of each of such parties.
DATED: March 5, 1997
BK CAPITAL PARTNERS III, L.P. THE COMMON FUND
RICHARD C. BLUM & ASSOCIATES, By: Richard C. Blum &
L.P. Associates, Inc.,
Investment Advisor
By: Richard C. Blum &
Associates, Inc., its By: /s/John H. Steinhart
General Partner _____________________
John H. Steinhart,
By: /s/John H. Steinhart Managing Director,
_____________________ Chief Administrative
John H. Steinhart, Officer and Secretary
Managing Director,
Chief Administrative
Officer and Secretary
RICHARD C. BLUM & ASSOCIATES, /s/John H. Steinhart
INC. _______________________________
RICHARD C. BLUM
By: /s/John H. Steinhart
__________________________ By: John H. Steinhart
John H. Steinhart, Attorney-in-Fact
Managing Director, Chief
Administrative Officer and
Secretary