UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
FREQUENCY ELECTRONICS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
35801010
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(CUSIP Number)
Robert B. Deans III, Inverness Counsel, Inc.,
545 Madison Ave., New York, NY 10022 [212} 207-2110
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 1997
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(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.
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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.
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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
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Date Signature
Robert B. Deans, III
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Name/title Treasurer
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EXHIBIT "A "
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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:
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- ------------------------------------ ----------------------------------- -----------------------------------
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
- ------------------------------------ ----------------------------------- -----------------------------------
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Exhibit "B"
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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
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Exhibit "C"
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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
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[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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