-----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, OFOosNYYQ57B2/jhyj7JWaXxxcpoRv74LPFbM3F1Q6PNFeYXCo41vFoj50gg1Cy0 l5GVbK4K6qtVGvTCL4Q0cg== 0000897446-96-000281.txt : 19960327 0000897446-96-000281.hdr.sgml : 19960327 ACCESSION NUMBER: 0000897446-96-000281 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960326 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHARTER POWER SYSTEMS INC CENTRAL INDEX KEY: 0000808064 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 133314599 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38840 FILM NUMBER: 96538767 BUSINESS ADDRESS: STREET 1: 3043 WALTON RD CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 BUSINESS PHONE: 2158289000 MAIL ADDRESS: STREET 1: 3043 WALTON ROAD CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEZZANINE CAPITAL CORP LTD CENTRAL INDEX KEY: 0001011236 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: CAYMAN INTERNATIONAL TRUST BUILDING STREET 2: P O BOX 309 GEORGETOWN GRAND CAYMAN MAIL ADDRESS: STREET 1: CAYMAN INTERNATIONAL TRUST BUILDING STREET 2: P O BOX 309 GEORGETOWN GRAND CAYMAN SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13G under the Securities Exchange Act of 1934 (Amendment No. 1) ______________________ CHARTER POWER SYSTEMS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 161322 10 2 (CUSIP Number of Class of Securities) ______________________ Check the following box if a fee is being paid with the statement _____. (A fee is not required only if the reporting 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 disclosures provided in a prior cover page. The information required on the remainder of this cover 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. 161322 10 2 (1) Mezzanine Capital Corporation Limited (2) (a) (b) [X] (4) Cayman Islands (5) None (6) None (7) None (8) None (9) 15,269 (11) 0.3% (12) CO Item 1(a). Name of Issuer: Charter Power Systems, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 3043 Walton Road Plymouth Meeting, Pennsylvania 19462 Item 2(a). Name of Person Filing: Mezzanine Capital Corporation Limited Item 2(b). Address of Principal Business Office: Cayman International Trust Building P.O. Box 309 Georgetown, Grand Cayman British West Indies Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share. Item 2(e). CUSIP Number: 161322 10 2 Item 3. Inapplicable. Item 4. Ownership: Item 4(a). Amount of Beneficially Owned: [Original Schedule 13G: 598,471 shares] Item 4(a) of the Schedule 13G is hereby amended by deleting the text thereof in its entirety and replacing it with "15,269 shares." Item 4(b). Percent of Class: [Original Schedule 13G: 11.3%] Item 4(b) of the Schedule 13G is hereby amended by deleting the text thereof in its entirety and replacing it with "0.3%." Item 4(c). Number of shares as to which such person has: (i) sole power to vote or to direct the vote: [Original Schedule 13G: 598,471 shares] Item 4(c)(i) of the Schedule 13G is hereby amended by deleting the text thereof in its entirety and replacing it with "15,269 shares." (ii) shared power to vote or direct the vote: None. (iii) sole power to dispose or direct the disposition of: [Original Schedule 13G: 598,471 shares] Item 4(c)(iii) of the Schedule 13G is hereby amended by deleting the text thereof in its entirety and replacing it with "15,269 shares." (iv) shared power to dispose or to direct the disposition of: None. Item 5. Ownership of Five Percent or Less of a Class: Inapplicable. Item 6. Ownership of More than 5% on Behalf of Another Person: Inapplicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Inapplicable. Item 8. Identification and Classification of Members of the Group: Inapplicable. Item 9. Notice of Dissolution of Group: Inapplicable. Item 10. Certification: Inapplicable. 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. Date: March 25, 1996 MEZZANINE CAPITAL CORPORATION LIMITED By: CHARTERHOUSE GROUP INTERNATIONAL, INC.* By: /s/ Jerome L. Katz President and Co-Chief Executive Officer * Attorney-in-fact (power of attorney filed as Exhibit 1 to this Amendment No. 1 to Schedule 13G) EX-1 2 EXHIBIT 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, hereby constitutes and appoints Messrs. M. Halpern, Jerome L. Katz, Glenn M. Feit and Steven L. Kirshenbaum and each of them (with full power to each of them to act alone), its true and lawful attorney-in-fact and agent for the undersigned and on its behalf and its name, place and stead, in any and all capacities, with full power of substitution, to execute and deliver any and all documents and instruments required in connection with the public offering by the undersigned of its shares of common stock of Charter Power Systems, Inc., including, but not limited to, an underwriting agreement and filings with the U.S. Securities and Exchange Commission, and, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents or any of them, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall be governed by and construed in accordance with the laws of the Cayman Islands. This Power of Attorney shall expire on 30th June, 1996. IN WITNESS WHEREOF the undersigned has executed this instrument on this 29th day of February, 1996. EXECUTED on behalf of MEZZANINE CAPITAL ) CORPORATION LIMITED ) ) by its joint liquidators: ) ) Wellington Administrators (C.I.) Limited ) /s/Michael G. Best ) By: Michael G. Best ) Paul Anderton ) /s/Paul Anderton ) By: Paul Anderton ) Title: Partner, ) Price Waterhouse ) -----END PRIVACY-ENHANCED MESSAGE-----