-----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, QlOxLFCEZfFIwh/zOKo6HrHtMEmrvQpl5mC4rIfHQdaHgdLrX1KM65K/s07D3RwA Ruwqw4ZgJLsQPkzhb9mGMA== 0000728182-99-000007.txt : 20020715 0000728182-99-000007.hdr.sgml : 19990610 ACCESSION NUMBER: 0000728182-99-000007 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990609 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARRINGER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000010119 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 840720473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31809 FILM NUMBER: 99642581 BUSINESS ADDRESS: STREET 1: 219 SOUTH STREET CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 BUSINESS PHONE: 9086658200 MAIL ADDRESS: STREET 1: 219 SOUTH STREET CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: BARRINGER RESOURCES INC DATE OF NAME CHANGE: 19910331 FORMER COMPANY: FORMER CONFORMED NAME: BARRINGER RESEARCH INC DATE OF NAME CHANGE: 19800821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WITTER WILLIAM D INC /ADV CENTRAL INDEX KEY: 0000728182 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132879276 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 153 E 53RD ST STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4611 BUSINESS PHONE: 2127537878 FORMER COMPANY: FORMER CONFORMED NAME: WITTER WILLIAM D INC /ADV DATE OF NAME CHANGE: 19970326 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Barringer Technologies Inc. ____________________ (Name of Issuer) Common Stock, $.01 Par Value __________________________ (Title of Class of Securities) 068509603 ______________ (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 disclosures provided in a prior cover page. The information required in the remainder of the cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Secur- ities 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). (Continued on following page(s)) Page 1 of 11 Pages CUSIP No. 068509603 13G Page 2 of 11 (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William D. Witter, Inc. F13-2879276 _____________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] _____________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION One Citicorp Center 153 East 53rd Street New York, New York 10022-4611 NUMBER OF (5) SOLE VOTING POWER 756,800 SHARES ------------------------------------------------ BENEFICIALLY (6) SHARED VOTING POWER 80,000 OWNED BY ------------------------------------------------ EACH (7) SOLE DISPOSITIVE POWER 836,800 REPORTING ------------------------------------------------ PERSON WITH (8) SHARED DISPOSITIVE POWER None _____________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 836,800 _____________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* _____________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.3% _____________________________________________________________________ (12) TYPE OF REPORTING PERSON IA CUSIP No. 068509603 13G Page 3 of 11 (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William D. Witter ###-##-#### _____________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] _____________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION One Citicorp Center 153 East 53rd Street New York, New York 10022-4611 _____________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 756,800 SHARES ----------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 80,000 OWNED BY ----------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 836,800 REPORTING ----------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None _____________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 836,800 _____________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* _____________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.3% _____________________________________________________________________ (12) TYPE OF REPORTING PERSON IN CUSIP No. 068509603 13G Page 4 of 11 (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Penfield Partners, L.P. ("The Fund") F13-3494422 _____________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] _____________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 80,000 SHARES ----------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ----------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 80,000 REPORTING ----------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None _____________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 _____________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES _____________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.1% _____________________________________________________________________ (12) TYPE OF REPORTING PERSON IV CUSIP No. 068509603 13G Page 5 of 11 (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Pine Creek Advisers, L.P. ("Pine Creek") F13-3749534 _____________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] _____________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER None SHARES ----------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ----------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 80,000 REPORTING ----------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None _____________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 _____________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES _____________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.1% _____________________________________________________________________ (12) TYPE OF REPORTING PERSON IA Page 6 of 11 Item 1. [a] Name of Issuer: Barringer Technologies Inc. [b] Address of Issuer's Principal Executive Offices: 30 Technology Drive Warren, New Jersey 07059 Item 2. [a] Name of Person Filing; Address of Principal Business Office; and Place of Organization: This statement is filed on behalf of (i) William D. Witter, Inc. ("Witter, Inc."), (ii) William D. Witter, (iii) Penfield Partners, L.P., a Delaware limited partnership (the "Fund"), and (iv) Pine Creek Advisers Limited Partnership, a Delaware Limited Partnership ("Pine Creek"). Each of the foregoing is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." The principal office and business address of the Reporting Persons is 153 East 53rd Street, 51st Floor, New York, New York 10022. The business of the Fund is to acquire, purchase, invest in, sell, convey, transfer, exchange and otherwise trade in principally equity and equity related securities. Pine Creek is a general partner of and investment adviser to the Fund. Pine Creek is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The principal business of Pine Creek is to act as a general partner of and investment adviser to the Fund. Witter, Inc. is the sole General Partner of Pine Creek. Witter, Inc. is a New York corporation registered as an investment adviser under the Advisers Act of 1940 and also serves as the investment adviser to institutional and individual clients. William D. Witter is the President and 98.6% shareholder of Witter, Inc. Mr. Witter is also an Individual General Partner of the Fund and is principally respon- sible for the selection, acquisition and disposition of the portfolio securities by Witter, Inc. on behalf of Pine Creek and the Fund. Page 7 of 11 [b] Title of Class of Securities: Common Stock [c] CUSIP Number: 068509603 Item 3. This Schedule is being filed pursuant to Rule 13d-1(b): [a] ( ) Broker or Dealer registered under Section 15 of the Act [b] ( ) Bank as defined in Section 3(a)(6) of the Act [c] ( ) Insurance Company as defined in Section 3(a)(19) of the Act [d] (XX) Investment Company registered under Section 8 of the Investment Company Act [e] (XX) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 [f] ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see $240 13d-1(b)(1)(ii)(F) [g] ( ) Parent Holding Company, in accordance with $ 240 13d-1(b)(ii)(G) [h] ( ) Group, in accordance with $ 240 13d-1(b)(1)(ii)(H) See Exhibit A attached hereto. Item 4. Ownership: [a] Amount Beneficially Owned: 836,800 shares of Common Stock are beneficially owned by Witter, Inc. and William D. Witter. This amount is composed of 80,000 shares owned by the Fund and 756,800 shares owned by William D. Witter, Inc. Page 8 of 11 [ b] Percent of Class: 10.2% of the Common Stock is beneficially owned by Witter, Inc. and William D. Witter. 1.1% of the Common Stock is owned by the Fund and Pine Creek. [c] Number of Shares as to Which such Person has Rights to Vote and/or Dispose of Securities: William D. Witter, Inc. has the sole power to vote or direct the vote of 756,800 shares. William D. Witter has the sole power to vote or to direct the vote of 756,800 shares by virtue of being the President and primary owner of Witter, Inc. William D. Witter has shared power to vote or to direct the vote of 80,000 shares by virtue of being an Individual General Partner of the Fund. The Fund has the sole power to vote to direct the vote and to dispose or to direct the disposi- tion of all securities reported hereby which are beneficially owned by the Fund (80,000). Witter, Inc., William D. Witter and Pine Creek have the sole power to dispose or to direct the disposition of all securities reported hereby which are beneficially owned respectively by Witter, Inc., William D. Witter and Pine Creek. Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ( ). Item 6. Ownership of More than Five Percent on Behalf of Another Person: The 756,800 shares owned directly by Witter, Inc. are held on behalf of various clients of the firm. These clients have the right to receive or power to direct the receipt of dividends from, or the proceeds, from the sale of, such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: See Exhibit A attached hereto. Page 9 of 11 Item 8. Identification and Classification of Members of a Group: N/A Item 9. Notice of Dissolution of Group: N/A Item 10.Certification: Each of the undersigned certifies that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were 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 or effect. Page 10 of 11 SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 8, 1999 _______________ WILLIAM D. WITTER, INC. By:/s/ William D. Witter William D. Witter President PENFIELD PARTNERS, L.P. By:/s/ William D. Witter William D. Witter Individual General Partner PINE CREEK ADVISERS LIMITED PARTNERSHIP By:/s/ William D. Witter William D. Witter General Partner Page 11 of 11 EXHIBIT A This Exhibit explains the relationship between the Reporting Persons. William D. Witter, Inc. is a New York corporation registered as an investment adviser under the Advisers Act, and the Sole General Partner of Pine Creek Advisers Limited Partnership. Witter, Inc. serves as an investment adviser for individuals and institutions. William D. Witter is the President of William D. Witter, Inc. and serves as an Individual General Partner to the Fund. Pine Creek is registered as an investment adviser under the Advisers Act of 1940. Witter, Inc. is the Sole General Partner and Jeffrey E. Schuss is the Sole Limited Partner of Pine Creek. -----END PRIVACY-ENHANCED MESSAGE-----