-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, JYtKZEljQUXTbWGCn44CLgHe+HXCWzxrQsiGL9T4gerj2T8Z8IYeLz6h/d3ub5pE PtinZZu4NeBokCVh+I0Dww== 0000938492-95-000007.txt : 19950605 0000938492-95-000007.hdr.sgml : 19950605 ACCESSION NUMBER: 0000938492-95-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950602 SROS: NASD GROUP MEMBERS: FREDRIC E. VON STANGE GROUP MEMBERS: ROUHANA WILLIAM J JR GROUP MEMBERS: TIMOTHY R. GRAHAM GROUP MEMBERS: WILLIAM J. ROUHANA, JR. GROUP MEMBERS: WINSTAR COMPANIES, INC. GROUP MEMBERS: WINSTAR SERVICES, INC. GROUP MEMBERS: WINSTAR VENTURE II, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TII INDUSTRIES INC CENTRAL INDEX KEY: 0000277928 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 660328885 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12573 FILM NUMBER: 95544278 BUSINESS ADDRESS: STREET 1: 1385 AKRON ST CITY: COPIAGUE STATE: NY ZIP: 11726 BUSINESS PHONE: 5167895000 MAIL ADDRESS: STREET 1: 1385 AKRON STREET CITY: COPIAGUE STATE: NY ZIP: 11726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROUHANA WILLIAM J JR CENTRAL INDEX KEY: 0000904523 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WINSTARCOMMUNICATIONS INC STREET 2: 230 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10169 BUSINESS PHONE: 2126877577 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) TII INDUSTRIES, INC. (Name of Issuer) Common Stock, $.01 par value (Title of class of securities) 872479 10 0 (CUSIP Number) Mr. William J. Rouhana, Jr. WinStar Communications, Inc. 230 Park Avenue New York, New York 10169 (212) 687-7577 (Person Authorized to Receive Notices and Communications) February 20, 1995 (Date of Event which Required 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 the statement [ ]. A fee is not required only if the reporting 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.) Page 1 of 12 Pages CUSIP No. 872479 10 0 Page 2 of 12 Pages Response to Question 1: William J. Rouhana, Jr. Response to Question 2: N/A Response to Question 3: SEC USE ONLY Response to Question 4: N/A Response to Question 5: N/A Response to Question 6: United States Response to Question 7: 537,363 Response to Question 8: 0 Response to Question 9: 537,363 Response to Question 10: 0 Response to Question 11: 537,363 Response to Question 12: N/A Response to Question 13: 12.06% Response to Question 14: IN CUSIP No. 872479 10 0 Page 3 of 12 Pages Response to Question 1: Fredric E. von Stange Response to Question 2: N/A Response to Question 3: SEC USE ONLY Response to Question 4: N/A Response to Question 5: N/A Response to Question 6: United States Response to Question 7: 164,637 Response to Question 8: 0 Response to Question 9: 164,637 Response to Question 10: 0 Response to Question 11: 164,637 Response to Question 12: N/A Response to Question 13: 3.97% Response to Question 14: IN CUSIP No. 872479 10 0 Page 4 of 12 Pages Response to Question 1: Timothy R. Graham Response to Question 2: N/A Response to Question 3: SEC USE ONLY Response to Question 4: N/A Response to Question 5: N/A Response to Question 6: United States Response to Question 7: 118,000 Response to Question 8: 0 Response to Question 9: 118,000 Response to Question 10: 0 Response to Question 11: 118,000 Response to Question 12: N/A Response to Question 13: 2.86% Response to Question 14: IN CUSIP No. 872479 10 0 Page 5 of 12 Pages Response to Question 1: WinStar Companies, Inc. Response to Question 2: N/A Response to Question 3: SEC USE ONLY Response to Question 4: N/A Response to Question 5: N/A Response to Question 6: Delaware Response to Question 7: 0 Response to Question 8: 0 Response to Question 9: 0 Response to Question 10: 0 Response to Question 11: 0 Response to Question 12: N/A Response to Question 13: 0% Response to Question 14: CO CUSIP No. 872479 10 0 Page 6 of 12 Pages Response to Question 1: WinStar Services, Inc. Response to Question 2: N/A Response to Question 3: SEC USE ONLY Response to Question 4: N/A Response to Question 5: N/A Response to Question 6: Delaware Response to Question 7: 0 Response to Question 8: 0 Response to Question 9: 0 Response to Question 10: 0 Response to Question 11: 0 Response to Question 12: N/A Response to Question 13: 0% Response to Question 14: CO CUSIP No. 872479 10 0 Page 7 of 12 Pages Response to Question 1: WinStar Venture II, Inc. Response to Question 2: N/A Response to Question 3: SEC USE ONLY Response to Question 4: N/A Response to Question 5: N/A Response to Question 6: Delaware Response to Question 7: 0 Response to Question 8: 0 Response to Question 9: 0 Response to Question 10: 0 Response to Question 11: 0 Response to Question 12: N/A Response to Question 13: 0% Response to Question 14: CO CUSIP No. 872479 10 0 Page 8 of 12 Pages INTRODUCTION This statement is being filed as an Amendment No. 1 to a joint filing by William J. Rouhana, Jr., Timothy R. Graham, Fredric E. von Stange, WinStar Companies, Inc., a Delaware corporation ("Companies"), WinStar Services, Inc., a Delaware corporation ("Services"), and WinStar Venture II, Inc., a Delaware corporation ("Venture") (collectively, the "WinStar Investors"). As of this date, Mr. Rouhana is the only member of the WinStar Investors required to continue as a filing person. The WinStar Investors formerly were parties to a Voting Agreement dated June 2, 1992, as amended on July 31, 1992 ("Voting Agreement"), between them and Alfred Roach, Dorothy Roach and Timothy Roach (collectively, the "Roach Family") with respect to certain securities of TII Industries, Inc. the issuer of the securities to which this statement pertains ("Issuer"). By letter agreement dated February 20, 1995, the Voting Agreement was terminated, and effective February 27, 1995, all of the securities of the Issuer held by Services and Venture were distributed as indicated in Item 5 below to William J. Rouhana, Jr., Fredric E. von Stange and Timothy R. Graham, each of whom holds these securities in his individual capacity and not as a member of a group. There are no agreements among the WinStar Investors or between the WinStar Investors and the Roach Family or between any of the WinStar Investors and the Roach Family with respect to the acquisition, holding, voting or disposition of equity securities of the Issuer. Mr. Rouhana and Mr. Graham are directors of the Issuer. In April 1994, the Issuer effected a 1 for 2.5 reverse stock split of its Common Stock and Class B Stock. All disclosures in this Amendment No. 1 to the Schedule 13D regarding stock ownership and per share price amounts reflect post-split numbers. In light of the foregoing, the information contained in the original Statement is amended by this Amendment No. 1 as set forth below: Item 2. Identity and Background This Amendment No. 1 is being filed jointly by each of the WinStar Investors. As indicated in Item 5, Mr. Rouhana is the only WinStar Investor who presently beneficially owns five percent or more of the outstanding voting securities of the Issuer and, accordingly, following the filing of this Amendment No. 1, none of the other WinStar Investors has a continuing filing obligation under cover of Schedule 13D with respect to the securities of the Issuer. Item 5. Interest in Securities of the Issuer (a) and (b) By letter agreement dated February 20, 1995, the Voting Agreement was terminated, and effective February 27, 1995, all of the securities of the Issuer held by Services and Venture were distributed to William J. Rouhana, Jr., Fredric E. von Stange and Timothy R. Graham, each of whom holds these securities in his individual capacity and not as a member of a group. CUSIP No. 872479 10 0 Page 9 of 12 Pages The following table sets forth the separate beneficial ownership of each of the WinStar Investors: Number of Percent Name Shares(1) of Class(2) William J. Rouhana, Jr.(3) 537,363 12.06 Fredric E. von Stange (4) 164,637 3.97 Timothy R. Graham (5) 118,000 2.86 WinStar Companies, Inc. 0 0 WinStar Services, Inc. 0 0 WinStar Venture II, Inc. 0 0 - ------------------------ (1) The WinStar Investors have sole voting and dispositive power with respect to the shares owned by them. (2) Percent of Class with respect to Common Stock assumes the issuance of the Common Stock upon the exercise of options (to the extent exercisable on or within 60 days) and Warrants (presently exercisable in full) beneficially owned by each WinStar Investor individually but by no other person or entity. The percentages are based on 4,037,746 shares of Common Stock outstanding. (3) Includes (i) 119,763 shares presently owned, (ii) 129,600 shares issuable upon the exercise of warrants at an exercise price of $5.00 per share and (iii) 144,000, 43,200, 43,200 and 57,600 shares issuable upon the exercise of options at exercise prices of $5.00, $5.625, $6.25 and $7.50, respectively. Does not include 5,000 shares issuable upon exercise of options issued pursuant to the Director Stock Option Plan which are exercisable in four annual installments of 1,250 shares each beginning on December 7, 1995 at an exercise price of $5.75 per share. (4) Includes (i) 60,237 shares presently owned, (ii) 32,400 shares issuable upon the exercise of warrants at an exercise price of $5.00 per share and (iii) 36,000, 10,800, 10,800 and 14,400 shares issuable upon the exercise of options at exercise prices of $5.00, $5.625, $6.25 and $7.50 per share, respectively. (5) Includes (i) 30,000 shares presently owned, (ii) 48,000 shares issuable upon the exercise of warrants at an exercise price of $5.00 per share and (iii) 20,000, 6,000, 6,000 and 8,000 shares issuable upon the exercise of options at exercise prices of $5.00, $5.625, $6.25 and $7.50 per share, respectively. Does not include 5,000 shares issuable upon the exercise of options issued pursuant to the Director Stock Option Plan which are exercisable in four annual installments of 1,250 shares each beginning on December 7, 1995 at an exercise price of $5.75 per share. (c) Since the filing of the Schedule 13D (dated August 27, 1992), the following transactions in Common Stock of the Issuer have been effected by the WinStar Investors: (i) The table below sets forth the distribution of the securities of the Issuer held by Venture (Common Stock and Warrants) and Services (Options) to each of William J. Rouhana, Jr., Fredric E. von Stange and Timothy R. Graham: CUSIP No. 872479 10 0 Page 10 of 12 Pages Name Common Warrants Options Options Options Options Stock ($5.00/share) ($5.00/share) ($5.625/share) ($6.25/share) ($7.50/share) William J. Rouhana, Jr. 119,763 129,600 144,000 43,200 43,200 57,600 Fredric E. von Stange 60,237 32,400 36,000 10,800 10,800 14,400 Timothy R. Graham 0 18,000 20,000 6,000 6,000 8,000 TOTAL 180,000 180,000 200,000 60,000 60,000 80,000 (ii) In December 1994, William J. Rouhana, Jr. and Timothy R. Graham were each granted options to purchase 5,000 shares of Common Stock under the Issuer's Director Stock Option Plan at an exercise price of $5.75 per share, which options become exercisable, on a cumulative basis, as to 1,250 shares on each of December 7, 1995, December 7, 1996, December 7, 1997 and December 7, 1998 and which will expire on December 6, 1999. (e) Effective on February 20, 1995 with the termination of the Voting Agreement, Messrs. von Stange and Graham ceased to be the beneficial owners of more than five percent of the Issuer's securities. Effective on February 27, 1995 with the distribution of securities of the Issuer by Venture and Services, Companies, Venture and Services ceased to be the beneficial owners of more than five percent of the Issuer's securities. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer (a) In connection with the private placement of the Issuer's securities ("Private Placement"), the WinStar Investors and the Roach Family entered into the Voting Agreement, the material terms of which were described in the Schedule 13D (dated August 27, 1992) filed jointly by the WinStar Investors. The Voting Agreement was voluntarily terminated by the WinStar Investors and the Roach Family effective February 20, 1995. (b) On June 2, 1992, the Issuer entered into a Consulting Agreement with Services (which became effective as of August 7, 1992 with the completion of the Private Placement), the material terms of which were described in the Schedule 13D (dated August 27, 1992) filed jointly by the WinStar Investors. The Consulting Agreement has been extended through July 31, 1995. (c) As of December 1994, William J. Rouhana, Jr. and Timothy R. Graham were each granted options to purchase 5,000 shares of Common Stock under the Issuer's Director Stock Option Plan at an exercise price of $5.75 per share, which options become exercisable, on a cumulative basis, as to 1,500 shares on each of December 7, 1995, December 7, 1996, December 7, 1997 and December 7, 1998 and which will expire on December 6, 1999. CUSIP No. 872479 10 0 Page 11 of 12 Pages Item 7. Material to be Filed as Exhibits Exhibit 2(c) Agreement, dated as of February 20, 1995, to Terminate the Voting Agreement, incorporated by reference to Exhibit 9(c) of Amendment No. 1, dated March 30, 1995, to Schedule 13D with respect to securities of the Company filed by Alfred J. Roach, Dorothy Roach and Timothy Roach. Exhibit 3(b) Amendment No. 1 to the Consulting Agreement, dated September 21, 1993, incorporated by reference to Exhibit 10(b)(63)(ii) to the Company's Annual Report on Form 10-K for fiscal year ended June 25, 1993. Exhibit 3(c) Amendment No. 2 to the Consulting Agreement, dated September 14, 1994, incorporated by reference to Exhibit 10(b) (63) (iii) to the Company's Annual Report on Form 10-K for fiscal year ended June 24, 1994. Exhibit 4(b) Joint Filing Agreement, dated May 31, 1995, by and among each of the WinStar Investors. CUSIP No. 872479 10 0 Page 12 of 12 Pages Signatures After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: May 31, 1995 /s/ William J. Rouhana, Jr. William J. Rouhana, Jr. /s/ Timothy Graham Timothy Graham /s/ Fredric E. von Stange Fredric E. von Stange WinStar Companies, Inc. By: /s/ William J. Rouhana, Jr. William J. Rouhana, Jr. President WinStar Services, Inc. By: /s/ William J. Rouhana, Jr. William J. Rouhana, Jr. President WinStar Venture II, Inc. By: /s/ William J. Rouhana, Jr. William J. Rouhana, Jr. President
EX-99 2 JOINT FILING AGREEMENT EXHIBIT 4(b) AGREEMENT This will confirm the agreement by and among the undersigned that the Amendment No. 1 to Schedule 13D, dated May 31, 1995, with respect to the undersigned's ownership of Common Stock of TII Industries, Inc. is filed on behalf of each of the undersigned. Date: May 31, 1995 /s/ William J. Rouhana, Jr. William J. Rouhana, Jr. /s/ Timothy Graham Timothy Graham /s/ Fredric E. von Stange Fredric E. von Stange WinStar Companies, Inc. By: /s/ William J. Rouhana, Jr. William J. Rouhana, Jr. President WinStar Services, Inc. By: /s/ William J. Rouhana, Jr. William J. Rouhana, Jr. President WinStar Venture II, Inc. By: /s/ William J. Rouhana, Jr. William J. Rouhana, Jr. President -----END PRIVACY-ENHANCED MESSAGE-----