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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
INSTRUMENT SYSTEMS COPORATION
(Name of Issuer)
Second Preferred Stock, Series 1
(Title of Class of Securities)
457 794 20 4
(CUSIP Number)
with a copy to:
Lauren Rose George J. Mazin, Esq.
Taft Securities Lowenstein, Sandler, Kohl,
225 West Washington Fisher & Boylan
Suite 2135 65 Livingston Avenue
Chicago, IL 60606 Roseland, New Jersey 07068
(201) 992-8700
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
October 7, 1993
(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 [ ].
Check the following box if a fee is being paid
with this 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 less than five percent
of such class. See Rule 13d-7.)
Note: Six copies of this statement, including
all exhibits, should be filed with the
Commission. See Rule l3d-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 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).
1) Names of Reporting Persons (S.S. or
I.R.S. Identification Nos. of Above
Persons):
Taft Securities
2) Check the Appropriate Box if a Member of
a Group (See Instructions):
(a) Not
(b) Applicable
3) SEC Use Only
4) Source of Funds (See Instructions): WC
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e):
Not Applicable
6) Citizenship or Place of Organization:
Illinois
Number of 7) Sole Voting Power: 119,500
Shares Bene-
ficially 8) Shared Voting Power: 0
Owned by
Each Report- 9) Sole Dispositive Power: 119,500
ing Person
With: 10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by
Each Reporting Person:
119,500
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions):
Not Applicable
13) Percent of Class Represented by Amount in Row
(11): 7.11%
14) Type of Reporting Person (See
Instructions): BD
ITEM 5. Interest in Securities of the Issuer.
A. Based upon the information contained in
the Issuer's annual report for the fiscal year
ended September 30, 1993, there were issued and
outstanding during 1993 1,680,491 shares of
Second Preferred Stock, Series 1 of the Issuer.
As of October 7, 1993, Taft owned 119,500 shares
of such Stock, representing 7.11% of the shares
of the Stock outstanding.
B. Taft has the sole power to vote or direct
a vote, and sole power to dispose or direct
the disposition of all of the shares of the
Stock described in paragraph A.
C. Taft has entered into the following
transactions in the Stock since September 30,
1993, the date of its most recent Schedule 13-D
Amendment:
Type of
Date Transaction Quantity Price
October 1, 1993 Purchase 1,000 $8.25
October 4, 1993 Purchase 1,000 $8.50
October 5, 1993 Purchase 1,000 $8.75
October 5, 1993 Purchase 2,000 $8.75
October 5, 1993 Purchase 3,000 $8.625
October 5, 1993 Purchase 3,300 $8.75
October 6, 1993 Purchase 1,000 $8.75
October 6, 1993 Purchase 1,800 $8.75
October 7, 1993 Purchase 900 $8.75
October 7, 1993 Purchase 1,000 $9.00
October 7, 1993 Purchase 2,000 $9.00
Signature
After reasonable inquiry and to the
best of the undersigned's knowledge and belief,
the undersigned hereby certifies that the
information set forth in this statement is true,
complete and correct.
January 21, 1994
Taft Securities
By: /s/ Kenneth Griffin
Kenneth Griffin, in
his capacity as sole
general partner of
Wellington Investors
Limited Partnership,
a general partner of
Taft Securities and
the sole general
partner of Wellington
Partners Limited
Partnership, the
other general partner
of Taft Securities
ATTENTION: INTENTIONAL MISSTATEMENTS OR
OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).