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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. ________)*
Tel-Instrument Electronics Corp
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
879165207
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(CUSIP Number)
George J. Leon
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The George Leon Family Trust
c/o Tel-Instrument Electronics Corp
728 Garden St., Carlstadt, NJ 07072
(201) 933-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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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
to 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 ss.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
CUSIP No.
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1. Names of Reporting Persons. I.R.S. Identification Nos.
of above persons (entities only).
George J. Leon and The George Leon Family Trust
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF (Personal Funds)
(Individual and of the Trust)
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization Canadian citizen
for Mr. Leon and place of organization of the Trust
7. Sole Voting Power Mr. Leon has sole voting power of
9,550 shares and control over 299,517 shares in the The
George Leon Family Trust
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8. Shared Voting Power -0-
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Number of
Shares
Beneficially 9. Sole Dispositive Power Mr. Leon has sole voting power
Owned by of 9,550 shares and control over 299,517 shares in The
Each Person George Leon Family Trust
With
10. Shared Dispositive Power -0-
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person 309,067 (14.4%) of 2,144,151 shares outstanding
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 14.4%
of 2,144,151 shares outstanding
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14. Type of Reporting person (See Instructions)
IN (Individual)
00 Trust Fund
STATEMENT PURSUANT TO RULE 13D-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Item 1. Security and Issuer.
This Statement relates to shares of common stock, $.10 par value per share
(the "Common Stock"), of Tel-Instrument Electronics Corp (the "Company"), whose
principal executive offices are at 728 Garden St., Carlstadt, NJ 07072.
Item 2. Identity and Background
(a) George J. Leon
The George Leon Family Trust, a trust organized in Canada
(b) c/o Tel-Instrument Electronics Corp, 728 Garden St., Carlstadt, NJ
07072
(c) Mr. Leon is an investment manager and a beneficiary of The George
Leon Family Trust. He is also a Director of the company.
(d) Neither Mr. Leon nor the trust has not been convicted in a criminal
proceeding.
(e) The Reporting Person(s) have not been, during the last five years, a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding were are
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.
(f) Item 6 on the cover is hereby incorporated by reference.
Item 3. Source and Amount of Funds or Other Consideration
The shares purchased were first purchased in 1988 with personal funds or
trust funds, respectively.
Item 4. Purpose of Transaction
The purchase of shares of common stock of Tel-Instrument Electronics Corp
was made in 1988 for investment purposes only and reporting is now required
because the Company filed a Form 8A in February 2004. The Reporting Person has
been a director since 1988 and has no individual plans or proposals which relate
to, or could result in, any of the matters referred to in paragraphs (a) through
(l), inclusive, of Item 4 of Schedule 13D, except to the extent that the
Company's Board of Directors of which he is a member has or may decide on such
matters. Such person, may, at any time, and from time to time, review or
reconsider their position with respect to any such matters, but have no present
intention of doing so.
Item 5. Interest in Securities of Issuer
Amount of Average Where and How
Securities Price per Transactions were
Identity of Person Date of Transaction Involved Share Effected.
------------------ ------------------- ---------- ---------- -----------------
Incorporate by reference items 7 through 11 on the cover page for Item 5A
and Item 5B.
Mr. Leon has stock options for 23,300 shares originally issued at an
exercise price equal to the market price on the date of issuance. Options
expire in 5 years and are exercisable for 20% of the shares on the first 3
anniversaries of the grant date and 40% on the fourth anniversary of the
grant date.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Mr. Leon is a manager and a beneficiary of the trust. The trust agreement
provides _____ that a majority of the managers may elect or remove any
manager
Item 7. Material to be Filed as Exhibits
a) Letter from George Leon
b) Stock option plan and agreement incorporated by reference, filed as
an exhibit to the Company's Form 10K dated March 31, 2002.
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.
Dated: April 15, 2004 /s/George J. Leon
April 1, 2004
Statement Pursuant to
Rule 13(d)(k)(i) Under
The Securities Exchange Act of 1934
Each of us hereby agrees to file one joint Schedule 13D, and any
Amendments, in connection with our ownership of Common Stock
of Tel-Instrument Electronics Corp.
By: /s/George J. Leon
By: /s/The George Leon Family Trust