-----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, EiCtDCoLFD75OBWaYd56Rnmuy2joXuOSqrHuX/e5L+zrScSHGpljI/yBTYJm7qB8 U5W8MumNM6HV9cQ8pwR9aA== 0000889812-97-000905.txt : 19970404 0000889812-97-000905.hdr.sgml : 19970404 ACCESSION NUMBER: 0000889812-97-000905 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970403 SROS: NASD GROUP MEMBERS: CNL HOLDINGS INC GROUP MEMBERS: DUNE HOLDINGS, INC. GROUP MEMBERS: JAMES R. SOLAKIAN GROUP MEMBERS: JUDITH PACE GROUP MEMBERS: RANDOLPH K. PACE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONOLOG CORP CENTRAL INDEX KEY: 0000023503 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 520853566 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18454 FILM NUMBER: 97574181 BUSINESS ADDRESS: STREET 1: 5 COLUMBIA RD CITY: SOMERVILLE STATE: NJ ZIP: 08876 BUSINESS PHONE: 9087228081 MAIL ADDRESS: STREET 1: 5 C0LUMBIA ROAD CITY: SOMERVILLE STATE: NJ ZIP: 08876-3588 FORMER COMPANY: FORMER CONFORMED NAME: DSI SYSTEMS INC DATE OF NAME CHANGE: 19751218 FORMER COMPANY: FORMER CONFORMED NAME: DATA SCIENCES INC DATE OF NAME CHANGE: 19751218 FORMER COMPANY: FORMER CONFORMED NAME: MICROSEARCH SYSTEMS INC DATE OF NAME CHANGE: 19690115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CNL HOLDINGS INC CENTRAL INDEX KEY: 0001023792 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129803344 MAIL ADDRESS: STREET 1: 750 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO. 2 TO GENERAL STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Amendment No. 2 Under the Securities Exchange Act of 1934 CONOLOG CORPORATION (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 208254409 (CUSIP Number for Common Stock) Robert S. Benou Conolog Corporation 5 Columbia Road Somerville, NJ 08876 (908) 722-8081 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 27, 1997 (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 5% of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of 5% or less of such class.) Exhibit Index Page 1 of 19 Pages is located at page 15. CUSIP No. 208254409 for Common Stock Page 2 of 19 Pages 1) Name of Reporting Person: CNL Holdings, Inc. SS or IRS Identification No. of Above Person: ____________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] 3) SEC Use Only 4) Source of Funds (See Instructions): OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization: U.S.A. Number of 7) Sole Voting None. Shares Power: Beneficially Owned by Each Reporting Person With 8) Shared Voting None. Power: 9) Sole CNL Holdings, Inc. owns Dispositive 1,275,000 shares of Common Power: Stock. All of such shares are the subject of an irrevocable proxy in favor of Robert S. Benou, President of the Issuer. CNL Holdings, Inc. is controlled by James R.Solakian and Dune Holdings, Inc. CUSIP No. 208254409 for Common Stock Page 3 of 19 Pages 10) Shared None. Dispositive Power: 11) Aggregate Amount Beneficially Owned by the Reporting Persons: 1,275,000 shares of Common Stock. 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11): 52% of the Common Stock based on 2,431,963 shares of Common Stock outstanding as of March 31, 1997. 14) Type of Reporting Person (See Instructions): CO CUSIP No. 208254409 for Common Stock Page 4 of 19 Pages 1) Name of Reporting Person: Dune Holdings, Inc. SS or IRS Identification No. of Above Person: 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] 3) SEC Use Only 4) Source of Funds (See Instructions): OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization: U.S.A. Number of 7) Sole Voting None. shares Power: Beneficially Owned by Each Reporting Person With 8) Shared Voting None. Power: 9) Sole CNL Holdings, Inc. owns Dispositive 1,275,000 shares of Common Power: Stock. All of such shares are the subject of an irrevocable proxy in favor of Robert S. Benou, President of the Issuer. CNL Holdings, Inc. is controlled by James R.Solakian and Dune Holdings, Inc. CUSIP No. 208254409 for Common Stock Page 5 of 19 Pages 10) Shared None. Dispositive Power: 11) Aggregate Amount Beneficially Owned by the Reporting Persons: 1,275,000 shares of Common Stock. 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11): 52% of the Common Stock based on 2,431,963 shares of Common Stock outstanding as of March 31, 1997. 14) Type of Reporting Person (See Instructions): CO CUSIP No. 208254409 for Common Stock Page 6 of 19 Pages 1) Name of Reporting Person: Randolph K. Pace SS or IRS Identification No. of Above Person: 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] 3) SEC Use Only 4) Source of Funds (See Instructions): OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization: U.S.A. Number of 7) Sole Voting None. Shares Power: Beneficially Owned by Each Reporting Person With 8) Shared Voting None. Power: 9) Sole CNL Holdings, Inc. owns Dispositive 1,275,000 shares of Common Power: Stock. All of such shares are the subject of an irrevocable proxy in favor of Robert S. Benou, President of the Issuer. CNL Holdings, Inc. is controlled by James R.Solakian and Dune Holdings, Inc. CUSIP No. 208254409 for Common Stock Page 7 of 19 Pages 10) Shared None. Dispositive Power: 11) Aggregate Amount Beneficially Owned by the Reporting Persons: 1,275,000 shares of Common Stock. 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11): 52% of the Common Stock based on 2,431,963 shares of Common Stock outstanding as of March 31, 1997. 14) Type of Reporting Person (See Instructions): IN CUSIP No. 208254409 for Common Stock Page 8 of 19 Pages 1) Name of Reporting Person: Judith Pace SS or IRS Identification No. of Above Person: 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] 3) SEC Use Only 4) Source of Funds (See Instructions): OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization: U.S.A. Number of 7) Sole Voting None. Shares Power: Beneficially Owned by Each Reporting Person With 8) Shared Voting None. Power: 9) Sole CNL Holdings, Inc. owns Dispositive 1,275,000 shares of Common Power: Stock. All of such shares are the subject of an irrevocable proxy in favor of Robert S. Benou, President of the Issuer. CNL Holdings, Inc. is controlled by James R.Solakian and Dune Holdings, Inc. CUSIP No. 208254409 for Common Stock Page 9 of 19 Pages 10) Shared None. Dispositive Power: 11) Aggregate Amount Beneficially Owned by the Reporting Persons: 1,275,000 shares of Common Stock. 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11): 52% of the Common Stock based on 2,431,963 shares of Common Stock outstanding as of March 31, 1997. 14) Type of Reporting Person (See Instructions): IN CUSIP No. 208254409 for Common Stock Page 10 of 19 Pages 1) Name of Reporting Person: James R. Solakian SS or IRS Identification No. of Above Person: 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] 3) SEC Use Only 4) Source of Funds (See Instructions): OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization: U.S.A. Number of 7) Sole Voting None. Shares Power: Beneficially Owned by Each Reporting Person With 8) Shared Voting None. Power: 9) Sole CNL Holdings, Inc. owns Dispositive 1,275,000 shares of Common Power: Stock. All of such shares are the subject of an irrevocable proxy in favor of Robert S. Benou, President of the Issuer. CNL Holdings, Inc. is controlled by James R.Solakian and Dune Holdings, Inc. CUSIP No. 208254409 for Common Stock Page 11 of 19 Pages 10) Shared None. Dispositive Power: 11) Aggregate Amount Beneficially Owned by the Reporting Persons: 1,275,000 shares of Common Stock. 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11): 52% of the Common Stock based on 2,431,963 shares of Common Stock outstanding as of March 31, 1997. 14) Type of Reporting Person (See Instructions): IN CUSIP No. 208254409 for Common Stock Page 12 of 19 Pages This amends and supplements the statement on Schedule 13D, as amended (the "Schedule 13D"), filed with the Securities and Exchange Commission by members of a group consisting of CNL Holdings, Inc., Dune Holdings, Inc., Randolph K. Pace, Judith Pace, and James R. Solakian (collectively, the "Reporting Persons") with respect to their ownership of common stock, par value $1.00 per share ("Common Stock"), of Conolog Corporation, a Delaware corporation (the "Company"). Unless otherwise indicated, the information set forth in the Schedule 13D remains unchanged. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the previous filings of Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As described in Item 6 of the Schedule 13D, CNL paid $150,000 for the option to purchase 375,000 shares of Common Stock and a promissory note convertible into 1,400,000 shares of Common Stock of the Issuer (the Note ). The balance under the option (as of March 15, 1997) was $750,000(evidencing an option to purchase 241,667 shares of Common Stock and the Note, convertible into 1,333,333 shares of Common Stock). On March 26, 1997, CNL exercised a portion of its option to purchase shares of Common Stock, by purchasing a portion of the principal amount of the Note ($720,000) and converted such portion of the Note into 240,000 shares of Common Stock at $3.00 per share, leaving a balance due under the option at $30,000. On March 27, 1997, CNL exercised the remaining portion of the option in consideration of $30,000. On such date, the remaining portion of the Note was converted into 1,093,333 shares of Common Stock and the Bank transferred 241,667 shares of Common Stock to CNL. The source of funds were loans to CNL by its shareholders, to wit, Dune ($637,500) and James R. Solakian ($112,500). ITEM 5. INTEREST IN SECURITY OF THE ISSUER (a) The Reporting Persons owns 1,275,000 shares of Common Stock, representing an aggregate of 52% of the Issuer s Common Stock. (b) The Reporting persons do not have sole power to vote or direct the vote of the shares of Common Stock. The Reporting Persons have the sole power to dispose or to direct the disposition CUSIP No. 208254409 for Common Stock Page 13 of 19 Pages of such shares. The shares of Common Stock owned by the Reporting persons are the subject of an irrevocable proxy issued by the Reporting Persons in favor of Robert S. Benou, as President of the Issuer. (c) As described in Item 6 of the Schedule 13D, CNL paid $150,000 for the option to purchase 375,000 shares of Common Stock and the Note (convertible into 1,400,000 shares of Common Stock of the Issuer). The balance under the option (as of March 15, 1997) was $750,000 (evidencing an option to purchase 241,667 shares of Common Stock and the Note, convertible into 1,333,333 shares of Common Stock). On March 26, 1997, CNL exercised a portion of its option to purchase shares of Common Stock, by purchasing a portion of the principal amount of the Note ($720,000) and converted such portion of the Note into 240,000 shares of Common Stock at $3.00 per share, leaving a balance due under the option at $30,000. On March 27, 1997, CNL exercised the remaining portion of the option in consideration of $30,000. On such date, the remaining portion of the Note was converted into 1,093,333 shares of Common Stock and the Bank transferred 241,667 shares of Common Stock to CNL. On March 27, 1997 CNL sold, through a broker-dealer, 300,000 shares of Common Stock at $3.50 per share. (d) Not Applicable. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit # Description --------- ----------- 1 Promissory Note dated March 20, 1997 from CNL Holdings, Inc. in favor of Dune Holdings, Inc. 2 Promissory Note dated March 20, 1997 from CNL Holdings, Inc. in favor of James Solakian. CUSIP No. 208254409 for Common Stock Page 14 of 19 Pages SIGNATURES 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 3, 1997 CNL Holdings, Inc. By: /s/ Randolph K. Pace --------------------------------------- Randolph K. Pace, President and Individually /s/ Judith Pace ------------------------------------- Judith Pace, Secretary and Treasurer, and Individually /s/James R.Solakian ------------------------------------- James R. Solakian, Individually Dune Holdings, Inc. By:/s/ Randolph K. Pace ------------------------------------- Randolph K. Pace, President and Individually /s/Judith Pace ------------------------------------- Judith Pace, Secretary and Treasurer, and Individually CUSIP No. 208254409 for Common Stock Page 15 of 19 Pages Exhibit Index 1 Promissory Note dated March 20, 1997 from CNL Holdings, Inc. in favor of Dune Holdings, Inc. 2 Promissory Note dated March 20, 1997 from CNL Holdings, Inc. in favor of James Solakian. EX-99.1 2 PROMISSORY NOTE FROM CNL HOLDINGS, INC. IN FAVOR OF DUNE HOLDINGS, INC. CUSIP No. 208254409 for Common Stock Page 16 of 19 Pages PROMISSORY NOTE $637,500 March 20, 1997 New York, New York FOR VALUE RECEIVED, CNL HOLDINGS, INC., a Delaware corporation ("Maker"), promises to pay to Dune Holdings, Inc. ("Holder") at such place as Holder may designate in writing, the entire principal sum of six hundred thirty seven thousand five hundred dollars ($637,500.00), together with interest at the rate of eight percent (8%) per annum,upon the demand of the Holder of the Note, at which time all principal and interest shall be due and owing. All payments of principal and interest hereunder shall be payable in lawful money of the United States. Maker shall be in default hereunder, at the option of Holder, upon the occurrence of any of the following events: (i) the failure by Maker to make any payment of principal or interest when due hereunder, and such failure shall have continued for a period of more than ten (10) days after notice and a reasonable opportunity to cure; (ii) the entering into of a decree or order by a court of competent jurisdiction adjudicating Maker a bankrupt or the appointing of a receiver or trustee of Maker upon the application of any creditor in an insolvency or bankruptcy proceeding or other creditor's suit; (iii) a court of competent jurisdiction approving as properly filed, a petition for reorganization or arrangement filed against Maker under the Federal bankruptcy laws and such decree or order not being vacated within thirty (30) days; (iv) the pendency of any bankruptcy proceeding or other creditors' suit against Maker; (v) a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws with respect to Maker; (vi) an assignment for the benefit of creditors by Maker; (vii) Maker consents to the appointment of a receiver or trustee in an insolvency or bankruptcy proceeding or other creditors' suit; (viii) the existence of any uncured event of default under the terms of any instrument in writing evidencing a debt to someone other than Holder, provided, that Maker is not contesting in good faith by appropriate proceedings such uncured event of default; (ix) the existence of any judgment against, or any attachment of property of Maker; or (x) any other condition which, in the good faith determination of Holder, would materially impair the timely repayment of this Note. CUSIP No. 208254409 for Common Stock Page 17 of 19 Pages Upon the occurrence of any event or condition of default hereunder, or at any time thereafter, Holder at his option may accelerate the maturity of this Note and declare all of the indebtedness or any portions thereof to be immediately due and payable, together with accrued interest thereon, and payment thereof may be enforced by suit or other process of law. If this Note is not paid when due, whether at maturity or by acceleration, Maker agrees to pay all reasonable costs of collection and such costs shall include without limitation all costs, attorneys' fees and expenses incurred by Holder hereof in connection with any insolvency, bankruptcy, reorganization, arrangement or similar proceedings involving Holder, or involving any endorser or guarantor hereof, which in any way affects the exercise by Holder hereof of its rights and remedies under this Note. Presentment, demand, protest, notices of protest, dishonor and non-payment of this Note and all notices of every kind are hereby waived. The terms "Maker" and "Holder" shall be construed to include their respective heirs, personal representatives, successors, subsequent holders and assigns. Regardless of the place of execution or performance, this letter and the Note shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to such state's conflicts of laws provisions. Each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of New York, County of New York. CNL HOLDINGS, INC. By: /s/ Randolph K. Pace ----------------------------- Randolph K. Pace President EX-99.2 3 PROMISSORY NOTE FROM CNL HOLDINGS, INC. IN FAVOR OF JAMES SOLAKIAN CUSIP No. 208254409 for Common Stock Page 18 of 19 Pages PROMISSORY NOTE $112,500 March 20, 1997 New York, New York FOR VALUE RECEIVED, CNL HOLDINGS, INC., a Delaware corporation ("Maker"), promises to pay to James Solakian ("Holder") at such place as Holder may designate in writing, the entire principal sum of one hundred twelve thousand five hundred dollars ($112,500.00), together with interest at the rate of eight percent (8%) per annum,upon the demand of the Holder of the Note, at which time all principal and interest shall be due and owing. All payments of principal and interest hereunder shall be payable in lawful money of the United States. Maker shall be in default hereunder, at the option of Holder, upon the occurrence of any of the following events: (i) the failure by Maker to make any payment of principal or interest when due hereunder, and such failure shall have continued for a period of more than ten (10) days after notice and a reasonable opportunity to cure; (ii) the entering into of a decree or order by a court of competent jurisdiction adjudicating Maker a bankrupt or the appointing of a receiver or trustee of Maker upon the application of any creditor in an insolvency or bankruptcy proceeding or other creditor's suit; (iii) a court of competent jurisdiction approving as properly filed, a petition for reorganization or arrangement filed against Maker under the Federal bankruptcy laws and such decree or order not being vacated within thirty (30) days; (iv) the pendency of any bankruptcy proceeding or other creditors' suit against Maker; (v) a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws with respect to Maker; (vi) an assignment for the benefit of creditors by Maker; (vii) Maker consents to the appointment of a receiver or trustee in an insolvency or bankruptcy proceeding or other creditors' suit; (viii) the existence of any uncured event of default under the terms of any instrument in writing evidencing a debt to someone other than Holder, provided, that Maker is not contesting in good faith by appropriate proceedings such uncured event of default; (ix) the existence of any judgment against, or any attachment of property of Maker; or (x) any other condition which, in the good faith determination of Holder, would materially impair the timely repayment of this Note. CUSIP No. 208254409 for Common Stock Page 19 of 19 Pages Upon the occurrence of any event or condition of default hereunder, or at any time thereafter, Holder at his option may accelerate the maturity of this Note and declare all of the indebtedness or any portions thereof to be immediately due and payable, together with accrued interest thereon, and payment thereof may be enforced by suit or other process of law. If this Note is not paid when due, whether at maturity or by acceleration, Maker agrees to pay all reasonable costs of collection and such costs shall include without limitation all costs, attorneys' fees and expenses incurred by Holder hereof in connection with any insolvency, bankruptcy, reorganization, arrangement or similar proceedings involving Holder, or involving any endorser or guarantor hereof, which in any way affects the exercise by Holder hereof of its rights and remedies under this Note. Presentment, demand, protest, notices of protest, dishonor and non-payment of this Note and all notices of every kind are hereby waived. The terms "Maker" and "Holder" shall be construed to include their respective heirs, personal representatives, successors, subsequent holders and assigns. Regardless of the place of execution or performance, this letter and the Note shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to such state's conflicts of laws provisions. Each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of New York, County of New York. CNL HOLDINGS, INC. By: /s/ Randolph K. Pace ---------------------------- Randolph K. Pace President -----END PRIVACY-ENHANCED MESSAGE-----