-----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, RXRryR5G603irMGnfTe8I6dsyudHgicQewVRsOehQe2/J8OYVzqABFHPN4A0HTIh UxktiYgW+yt9icZ63kTERg== 0000889812-97-002015.txt : 19970923 0000889812-97-002015.hdr.sgml : 19970923 ACCESSION NUMBER: 0000889812-97-002015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970922 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: SEC FILE NUMBER: 005-18454 FILM NUMBER: 97683558 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. 5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Amendment No. 5 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) September 11, 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.) Page 1 of 13 Pages CUSIP No. 208254409 for Common Stock Page 2 of 13 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 None. Dispositive Power: CUSIP No. 208254409 for Common Stock Page 3 of 13 Pages -------------------------- 10) Shared None. Dispositive Power: 11) Aggregate Amount Beneficially Owned by the Reporting Persons: None. 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11): None. 14) Type of Reporting Person (See Instructions): CO CUSIP No. 208254409 for Common Stock Page 4 of 13 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 None. Dispositive Power: CUSIP No. 208254409 for Common Stock Page 5 of 13 Pages -------------------------- 10) Shared None. Dispositive Power: 11) Aggregate Amount Beneficially Owned by the Reporting Persons: None. 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11): None. 14) Type of Reporting Person (See Instructions): CO CUSIP No. 208254409 for Common Stock Page 6 of 13 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 Power: 9) Sole Dispositive Power: CUSIP No. 208254409 for Common Stock Page 7 of 13 Pages -------------------------- 10) Shared None. Dispositive Power: 11) Aggregate Amount Beneficially Owned by the Reporting Persons: None. 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11): None. 14) Type of Reporting Person (See Instructions): IN CUSIP No. 208254409 for Common Stock Page 8 of 13 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 None. Dispositive Power: CUSIP No. 208254409 for Common Stock Page 9 of 13 Pages -------------------------- 10) Shared None. Dispositive Power: 11) Aggregate Amount Beneficially Owned by the Reporting Persons: None. 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11): None. 14) Type of Reporting Person (See Instructions): IN CUSIP No. 208254409 for Common Stock Page 10 of 13 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 107,250 shares of Common Stock. Shares Power: Beneficially Owned by Each Reporting Person With 8) Shared Voting None. Power: 9) Sole 107,250 shares of Common Stock. Dispositive Power: CUSIP No. 208254409 for Common Stock Page 11 of 13 Pages -------------------------- 10) Shared None. Dispositive Power: 11) Aggregate Amount Beneficially Owned by the Reporting Persons: 10,725 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): 3.82% of the Common Stock based on 2,799,736 shares of Common Stock outstanding as of September 1, 1997. 14) Type of Reporting Person (See Instructions): IN CUSIP No. 208254409 for Common Stock Page 12 of 13 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 5. INTEREST IN SECURITY OF THE ISSUER (a) The Reporting Persons (other than 107,250 shares of Common Stock owned by James R. Solakian) own no shares of Common Stock. (b) James R. Solakian has the sole power to vote or direct the vote and dispose or direct the disposition of his shares of Common Stock (107,250 shares). (c) On September 11, 1997 CNL Holdings, Inc. sold, in private transactions, 607,750 shares of Common Stock at prices ranging from $2.25 to $4.00 per share. In addition, CNL Holdings, Inc. transferred 107,250 shares of Common Stock to one of its shareholders, to wit, James R. Solakian. (d) Not Applicable. (e) The Reporting Persons' ceased to be the beneficial owner of more than five percent of the Issuer's Common Stock. James R. Solakian has the sole power to vote or direct the vote and dispose or direct the disposition of his shares of Common Stock (107,250 shares). CUSIP No. 208254409 for Common Stock Page 13 of 13 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: September 22, 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 -----END PRIVACY-ENHANCED MESSAGE-----