-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JweQKkLiujAMv0no1hXPowF5JBPt66CtMy408ObeSY5FRYOlIimqMyt1inNMbUgR eA5AKRb4rJjkwzsuEJYelg== 0000928121-96-000017.txt : 19961220 0000928121-96-000017.hdr.sgml : 19961220 ACCESSION NUMBER: 0000928121-96-000017 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961219 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUDYNE CORP CENTRAL INDEX KEY: 0000022912 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 231408659 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-36588 FILM NUMBER: 96683440 BUSINESS ADDRESS: STREET 1: 90 STATE HOUSE SQ CITY: HARTFORD STATE: CT ZIP: 06103-3720 BUSINESS PHONE: 2032477611 MAIL ADDRESS: STREET 1: 90 STATE HOUSE SQ CITY: HARTFORD STATE: CT ZIP: 06103 FORMER COMPANY: FORMER CONFORMED NAME: CDC CONTROL SERVICES INC DATE OF NAME CHANGE: 19680510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PACHOLDER ASSOCIATES INC CENTRAL INDEX KEY: 0000928121 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 311089398 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8044 MONTGOMERY RD STE 382 CITY: CINCINNATI STATE: OH ZIP: 45236 BUSINESS PHONE: 5139853200 MAIL ADDRESS: STREET 1: 8044 MONTGOMERY RD STE 382 CITY: CINCINNATI STATE: OH ZIP: 45236 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________ SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 CompuDyne Corporation - ---------------------------------- (NAME OF ISSUER) Common Stock, Par Value $0.75 Per Share - ---------------------------------- (TITLE OF CLASS OF SECURITIES) 204795306 - ---------------------------------- (CUSIP NUMBER) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing 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 five percent or less of such class.) (See Rule 13d-7). *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 disclosure 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). 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Pacholder Associates, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Ohio 5. SOLE VOTING POWER 412,660 shares of Common Stock 6. SHARED VOTING POWER - 0 - 7. SOLE DISPOSITIVE POWER 412,660 shares of Common Stock 8 SHARED DISPOSITIVE POWER - 0 - 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 412,660 shares of Common Stock 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock: 9.14% Fully Diluted 12. TYPE OF REPORTING PERSON* IA, CO This Schedule 13-G is filed by Pacholder Associates, Inc. ("PAI"). Item 1: (a) Name of Issuer: CompuDyne Corporation (b) Address of issuer's principal executive offices: CompuDyne Corporation 120 Union Street Willimantie, CT 06226 Item 2. (a) Name of person filing: Pacholder Associates, Inc. (b) Address of principal business office: 8044 Montgomery Road, Suite 382 Cincinnati, OH 45236 (c) Citizenship: United States (d) Title of class of securities: Common Stock (e) Cusip No.: 204795306 Item 3. Type of Person: Investment Advisor Item 4. (a) Amount beneficially owned: 412,660 shares of Common Stock (b) Percent of class: 9.14% (fully diluted basis) (c) (i) sole power to vote: 412,660 shares of Common Stock (ii) shared power to vote: 0 (iii) sole power to dispose: 412,660 shares of Common Stock (iv) shared power to dispose: 0 Item 5. Ownership of 5 percent or less of a class: Not Applicable Item 6. Ownership of more than 5 percent on behalf of another person: The PBGC has the right to receive the proceeds from the sale of the above security. Item 7. Identification and classification of subsidiary: Not Applicable Item 8. Identification and classification of members of the group: Not Applicable Item 9. Notice of dissolution of the 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 in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose of effect. 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. 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. Pacholder Associates, Inc. December 19, 1996 Date /s/ Thomas M. Barnhart, II Signature Sr. Vice President & Assoc. Gen. Counsel Title 4 -----END PRIVACY-ENHANCED MESSAGE-----