UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Espey Mfg. & Electronics Corp.
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(Name of Issuer)
Common Stock, par value $0.33 - 1/3 par value
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(Title of Class of Securities)
296650 10 4
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
*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).
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)
CUSIP No. 296650 10 4
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(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Espey Mfg. & Electronics Corp. Employee Retirement Plan and Trust
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [-]
(b) [-]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization. United States of America
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Shares (5) Sole Voting Power
Beneficially 724,244*
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Owned (6) Shared Voting Power
by Each 0
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Reporting (7) Sole Dispositive Power
Person 724,244*
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With (8) Shared Dispositive Power
0
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(9)Aggregate Amount Beneficially Owned by Each Reporting Person
724,244*
(10)Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
(11)Percent of Class Represented by Amount in Row 9
31.5 %**
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(12)Type of Reporting Person (See Instructions) EP
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* The number of shares reflects the distribution of a stock dividend of one
share for each issued share effective December 30, 2005.
**Based on 2,296,762 shares issued and outstanding as of December 31, 2005
Item 1
(a) Name of Issuer:
Espey Mfg. & Electronics Corp. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
233 Ballston Ave.
Saratoga Springs, NY 12866
Item 2
(a) Name of Person Filing:
Peggy Murphy and Howard Pinsley Co-Trustees for
Espey Mfg. & Electronics Corp. Employee Retirement Plan and Trust
(b) Address or Principal Business Office or, if none, Residence:
233 Ballston Ave.
Saratoga Springs, NY 12866
(c) Citizenship:
United States of America
(d) Title of Class of Securities:
Common Stock, par value $0.33 1/3 per share (the "Common Stock")
(e) CUSIP No.:
296650 10 4
Item 3. N/A
Item 4. Ownership
a. Amount Beneficially Owned: 724,244*
b. Percent of class 31.5%**
c. Number of shares as to which such person has:
i. Sole power to vote or to direct the vote 724,244*
ii. Shared power to vote or to direct the vote 0
iii. Sole power to dispose or to direct the disposition of 724,244*
iv. Shared power to dispose or to direct the disposition of 0
* The number of shares reflects the distribution of a stock dividend of one
share for each issued share effective December 30, 2005. The shares of common
stock by the ESOP Trust are voted by the Trustees in the manner directed by the
ESOP Committee. The Trustees, Howard Pinsley and Peggy A. Murphy are the
Chairman of the Board, Chief Executive Officer and President of the Company and
Secretary of the Company, respectively. The ESOP Committee, which is appointed
by the Board of Directors, is comprised of Mr. Pinsley, Ms. Murphy, Director
Barry Pinsley, Director Michael W. Wool and David A. O'Neil, the Treasurer and
Principal Financial Officer of the Company. As to shares that have been
allocated to the accounts of participants in the ESOP, the Trustees are directed
by the Committee to vote such shares in accordance with instructions of the
participants.
As to unallocated shares and allocated shares for which voting instructions have
not been received from participants, the Committee instructs the Trustee to vote
such votes proportionately to the shares as to which voting instructions have
been received. As of December 31, 2005, 424,244 shares were allocated to the
accounts of participants and 300,000 shares were unallocated.
**Based on shares issued and outstanding as of December 31, 2005
Item 5. Owneship of 5% or less of a class
N/A
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person.
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certifications
N/A
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.
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Dated
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Signature
Howard Pinsley Peggy Murphy
Name/Title