finalfrequency02092011.htm - Generated by SEC Publisher for SEC Filing
CUSIP No. 358010106  13G/A  Page 1 of 5 Pages 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549

 

SCHEDULE 13G/A 

 

Under the Securities Exchange Act of 1934 

 

(Amendment No. 3)*
 
Frequency Electronics, Inc.
(Name of Issuer)
 
Common Stock, $1.00 par value per share 
(Title of Class of Securities)

 

358010106
(CUSIP Number) 

 

December 31, 2010
(Date of Event Which Requires Filing of this Statement) 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: 

 

x Rule 13d-1(b) 
¨     Rule 13d-1(c) 
¨     Rule 13d-1(d) 

 

*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 the disclosures provided in a prior cover page. 

 

The information required in 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). 

 


CUSIP No. 358010106  13G/A  Page 2 of 5 Pages 

 

1. Name of Reporting Persons. 
I.R.S. Identification No. of above persons (entities only). 
 
Delaware Charter Guarantee & Trust Company dba Principal Trust Company as 
Trustee for the Frequency Electronics, Inc. Employee Stock Ownership Plan and the 
Frequency Electronics, Inc. 401(k) Savings Plan, IRS No. 51-0099493. 
2. Check the Appropriate Box if a Member of a Group: 
 
(a) ¨  
 
(b) ¨  
3. SEC Use Only 
4. Citizenship or Place of Organization: 
 
Delaware 
Number of Shares Beneficially Owned by Each Reporting Person With: 
 
  5. Sole Voting Power: 
  0 
 
Number of  6. Shared Voting Power: 
Shares  865,553 
Beneficially   
Owned By  7. Sole Dispositive Power: 
Each  0 
Reporting   
Person With:  8. Shared Dispositive Power: 
  865,553 
 
9. Aggregate Amount Beneficially owned by Each Reporting Person 
865,553 
 
10. Check if Aggregate Amount in Row (9) Excludes Certain Shares: 
 ¨
11. Percent of Class Represented by Amount in Row (9): 
10.48% 
12. Type of Reporting Person: 
EP   

 


CUSIP No. 358010106  13G/A  Page 3 of 5 Pages 

 

Item 1.       
 
(a) Name of Issuer:    Frequency Electronics, Inc. 
(b) Address of Issuer’s Principal Executive Offices:  55 Charles Lindbergh Blvd 
      Mitchel Field, NY 11553 
 
Item 2.       
 
(a) – (c) Name, Principal Business Address and Citizenship of Person Filing: 
 
Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Trustee 
for the Frequency Electronics, Inc. Employee Stock Ownership Plan and the Frequency 
Electronics, Inc. 401(k) Savings Plan   
1013 Centre Road     
Wilmington, Delaware 19805     
 
Citizenship:  Delaware     
 
(d) Title of Class of Securities:  Common Stock, $1.00 par value per share 
 
(e) CUSIP Number:  358010106   
 
Item 3. If this statement is filed pursuant to Rule 13D-1(b) or 13D-2(b) or (c), check whether the 
person filing is a:       
 
(f) x An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); 
 
Item 4. Ownership - Provide the following information regarding the aggregate number and 
percentage of the class of securities of the issuer identified in Item 1. 
 
(a) The Frequency Electronics, Inc. Employee Stock Ownership Plan (“ESOP Plan”) and the 
Frequency Electronics, Inc. 401(k) Savings Plan (“401(k) Plan”) (collectively, the “Plans”) 
are each subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). 
Delaware Charter Guarantee & Trust Company dba Principal Trust Company acts as the 
Trustee for the ESOP Plan Trust and the 401(k) Plan Trust (collectively, the “Trusts”). As of 
December 31, 2010, the ESOP Plan Trust held 456,175 shares of the Issuer’s common stock 
and the 401(k) Plan Trust held 409,378 shares of the Issuer’s common stock for an aggregate 
of 865,553 shares of the Issuer’s common stock. The securities reported include all shares 
held of record by the Trustee as trustee of the Trusts. The Trustee follows the directions of 
the Employer, Frequency Electronics, Inc. (the “Employer”), or other parties designated in 
the trust agreement between the Employer and the Trustee, with respect to voting and 
disposition of shares. The Trustee, however, is subject to fiduciary duties under ERISA. The 
Trustee disclaims beneficial ownership of the shares of common stock that are the subject of 
this Schedule 13G.     

 


CUSIP No. 358010106  13G/A  Page 4 of 5 Pages 

 

(b) The 865,553 shares of common stock represent 10.48% of the Issuer’s outstanding shares of 
common stock. The percent of class is based on shares outstanding as of December 31, 2010, 
as provided by the Issuer. 
(c) Number of shares as to which such person has: 
(i)  Sole power to vote or direct the vote: 0 
(ii)  Shared power to vote or direct the vote: 865,553 
(iii)  Sole power to dispose or direct the disposition of: 0 
(iv)  Shared power to dispose or direct the disposition of: 865,553 
Item 5. Ownership of Five Percent or Less of Class 
Not Applicable 
Item 6. Ownership of More Than Five Percent on Behalf of Another Person 
Not Applicable 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being 
Reported on by the Parent Holding Company 
Not Applicable 
Item 8. Identification and Classification of Members of the Group 
Not Applicable 
Item 9. Notice of Dissolution of Group 
Not Applicable 
Item 10. Certification 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 
were acquired and are held in the ordinary course of business and were not acquired and are not held 
for the purpose of or with the effect of having or influencing the control of the issuer of the securities 
and are not acquired and are not held in connection with or as a participant in any transaction having 
that purpose or effect. 

 


CUSIP No. 358010106  13G/A  Page 5 of 5 Pages 

 

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. 

 

Delaware Charter Guarantee & Trust Company 
 
 
/s/_Kristin M. Camp_____
Kristin M. Camp 
Vice President, Operations 
February 9, 2011