Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 3)
Under the Securities Exchange
Act of 1934
Merrimac
Industries, Inc.
(Name of
Issuer)
Common
Stock, $.01 par value
(Title of
Class of Securities)
590262
10 1
(CUSIP
Number)
Arthur
A. Oliner
11
Dawes Road
Lexington,
MA 02421
(781)
863-5969
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: ¨
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 240.13d-7 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
disclosures provided in a prior cover page.
The
information required on 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).
SCHEDULE
13D
1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arthur
A. Oliner
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS *
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
* SEE
INSTRUCTIONS BEFORE FILLING OUT!
Item
1. Security and the Issuer.
This
Amendment No. 3 (the “Amendment”) amends the Schedule 13D filed with the SEC on
April 26, 1996, Amendment No. 1 filed with the SEC on August 28, 1997 and
Amendment No. 2 filed with the SEC on December 30, 2009 (collectively, the
“Schedule 13D”) by Dr. Arthur A. Oliner (the “Reporting Person”). Except as
specifically amended hereby, the Schedule 13D remains in full force and
effect.
Defined
terms herein shall have the meaning specified in the Schedule 13D, except as
otherwise provided herein.
Item
5. Interest in the Securities of the
Issuer.
Item 5 is
hereby amended and restated in its entirety as follows:
(a) As
of the date hereof, the Reporting Person does not beneficially own any shares of
Common Stock.
(b) As
of the date hereof, the Reporting Person has no power to vote or direct the vote
of any shares of Common Stock.
(c) On
February 3, 2010, pursuant to the previously announced tender offer by Crane Co.
(“Crane”) and Crane Merger Co. (“Purchaser”) for all of the outstanding shares
of Common Stock at a price of $16 per share net to the seller in cash, Purchaser
accepted for payment (i) 169,040 shares of Common Stock owned directly by the
Reporting Person and (ii) 9,528 shares of Common Stock owned by the Reporting
Person’s wife. Following the closing of such tender offer, Purchaser
merged with and into the Issuer. In connection therewith, Dr.
Oliner’s remaining 5,000 shares of Common Stock were cancelled and converted
into the right to receive $16 per share in cash and Dr. Oliner’s 12,500 stock
options were cancelled for a cash payment per underlying share equal to the
difference between the exercise price and $16.00.
(d) No
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the aforementioned
Common Stock.
(e) On
February 3, 2010, the Reporting Person ceased to be the beneficial owner of more
than 5% of the Issuer.
SIGNATURE
After
reasonable inquiry and the best of my knowledge and belief, I certify that the
information set forth in the statement is true, complete and
correct.
Date: February
4, 2010
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Arthur
A. Oliner
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