-----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, DIAitBkBVehZqqalUrg4Ny1bWSe4zJ7SX1iIC64ILZ3oRlwKhVrAfcHt+djKEbId 2tCwm5nrxXaxC5/28fBdjg== 0000932799-96-000034.txt : 19960509 0000932799-96-000034.hdr.sgml : 19960509 ACCESSION NUMBER: 0000932799-96-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960508 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRAN CORP CENTRAL INDEX KEY: 0000718487 STANDARD INDUSTRIAL CLASSIFICATION: GLASS PRODUCTS, MADE OF PURCHASED GLASS [3231] IRS NUMBER: 042729372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34595 FILM NUMBER: 96558142 BUSINESS ADDRESS: STREET 1: 50 HALL ROAD CITY: STURBRIDGE STATE: MA ZIP: 01566 BUSINESS PHONE: 5083472261 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN & CO INC/ALLEN HOLDING INC CENTRAL INDEX KEY: 0000904807 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 711 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128328300 MAIL ADDRESS: STREET 1: 711 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.5) SPECTRAN CORPORATION (Name of Issuer) Common Stock, Par Value, $0.01 Per Share (Title of Class of Securities) 847598109 (CUSIP Number) Gaetano J. Casillo Allen & Company Incorporated 711 Fifth Avenue, New York, New York 10022, (212) 830-8300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 2, 1996 (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 13-d-1(b)(3) or (4), check the following box [ ]. 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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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 page shall not be deemed to be "filed" for the purposes 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). Page 1 of 19 SCHEDULE 13D - ------------------- ----------------- CUSIP No. 847598109 Page 2 of 19 - ------------------- ------------------ ============================================================================== 1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Allen Holding Inc. - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 - ----------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 350,000 (Represents shares issuable pursuant to Common Stock Purchase Warrants) - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC ============================================================================== *SEE INSTRUCTIONS BELOW BEFORE FILLING OUT! SEC 1746 (9-88) SCHEDULE 13D - ------------------- ----------------- CUSIP No. 847598109 Page 3 of 19 - ------------------- ----------------- ============================================================================== 1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Allen & Company Incorporated - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------ NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 350,000 (Represents shares issuable pursuant to Common Stock Purchase Warrants) - ----------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 350,000 (Represents shares issuable pursuant to Common Stock Purchase Warrants) - ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 350,000 (Represents shares issuable pursuant to Common Stock Purchase Warrants) - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, BD. ============================================================================== *SEE INSTRUCTIONS BELOW BEFORE FILLING OUT! SEC 1746 (9-88) Page 4 of 19 SCHEDULE 13D Item 1. Security and Issuer (a) Class of Securities: Common Stock, par value, $0.01 per share ("Common Stock") (b) Issuer: Spectran Corporation (the "Issuer") 50 Hall Road Sturbridge, MA 01566 Item 2. Identity and Background a. Name: Allen & Company Incorporated ("ACI") See Exhibit A for Officers and Directors of ACI. ACI, a New York corporation is a wholly-owned subsidiary of Allen Holding Inc., a Delaware corporation. b. Address: 711 Fifth Avenue New York, New York 10022 c. Business or occupation: Investment Banking d. Neither ACI, nor any individual listed in Exhibit A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. e. During the last five years, neither ACI, nor any individual listed in Exhibit A attached hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. f. Citizenship or Place of Organization: New York Citizenship of the Officers and Directors of ACI is set forth in Exhibit A hereto. a. Name: Allen Holding Inc. ("AHI") See Exhibit A for Officers and Directors of Allen Holding Inc. b. Address: 711 Fifth Avenue Page 5 of 19 New York, New York 10022 c. Business or occupation: Holding Company d. Neither AHI nor any individual listed in Exhibit A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. e. During the last five years, neither AHI nor any individual listed in Exhibit A attached hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. f. Citizenship or Place of Organization: Delaware Citizenship of the Officers and Directors of Allen Holding Inc. is set forth in Exhibit A hereto. Page 6 of 19 Item 5. Interest in Securities of the Issuer (a) As of the close of business on May 8, 1996, the Reporting Persons, by virtue of the language of Rule 13d-3(d)(1)(i), may be deemed to own beneficially in the aggregate the number and percentage of the Issuer's Common Stock set forth opposite their names below (based upon the number of Shares of Common Stock that were reported to be outstanding by the Issuer). Page 7 of 19
============================================================================== Name Shares of Common Stock Percentage - ----------------------------------------------------------------------------- Allen Holding Inc. 350,000(1) 6.3% - ----------------------------------------------------------------------------- Allen & Company Incorporated(1) 350,000(1) 6.3% - --------------------------------------------------------------------------- ==============================================================================
(1) Represents shares issuable pursuant to Common Stock Purchase Warrants (b) ACI has sole power to vote and determine the disposition of the Shares which ACI owns as reported in Item 5(a) herein. AHI owns 100% of the outstanding stock of ACI, and so may be deemed to beneficially own the Shares which ACI owns as reported in Item 5(a) herein. However, AHI disclaims beneficial ownership of the Shares. (c) The Reporting Persons are filing this report because they have sold shares of the Issuer's Common Stock in open market transactions. The following sets forth the transactions effected during the past 60 days: ============================================================================== Trade Date Number of Shares Price Per Share ($) - ----------------------------------------------------------------------------- 4/29/96 28,357 13.15 - ----------------------------------------------------------------------------- 5/1/96 25,000 12.42 - ----------------------------------------------------------------------------- 5/2/96 10,000 11.98 - ----------------------------------------------------------------------------- 5/3/96 30,000 11.90 - ----------------------------------------------------------------------------- 5/6/96 50,000 12.50 - ----------------------------------------------------------------------------- 5/7/96 20,000 12.80 - ----------------------------------------------------------------------------- - ---------------------
Page 8 of 19 (d) To the best of Reporting Persons' knowledge, except as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock which Reporting Persons may be deemed to own beneficially. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer (a.) Not Applicable Item 7. Material to be filed as Exhibits Exhibit A -- Directors and Executive Officers of Allen Holding Inc. and Allen & Company Incorporated. Exhibit B -- Joint Filing Agreement dated May 8, 1996. Page 9 of 19 After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: May 8, 1996 ALLEN HOLDING INC. By: ------------------------- Gaetano J. Casillo Vice President ALLEN & COMPANY INCORPORATED By: ------------------------- Gaetano J. Casillo Vice President Page 10 of 19 After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: May 8, 1996 ALLEN HOLDING INC. By: /s/ Gaetano J. Casillo - ---------------------------------------- Gaetano J. Casillo Vice President ALLEN & COMPANY INCORPORATED By: /s/ Gaetano J. Casillo - ---------------------------------------- Gaetano J. Casillo Vice President Page 11 of 19 EXHIBIT A OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED Name** Business Principal Occupation (i.e., Address Position with Allen & Company Incorporated Herbert A. Allen * President, Managing Director, Director, Chief Executive Officer Herbert A. Allen III * Vice President - Elect, Director Grace Allen * Director Eran S. Ashany * Vice President, Director Soledad Bastiancich * Vice President - Elect Samuel H. Baker * Vice President - Elect, Director Jonathan S. Bean * Vice President - Elect Robert E. Beers * Vice President - Elect Edmund M. Bleich * Vice President Denise Calvo-Silver * Vice President, Director Dominick J. Cantalupo * Co-Chief Operations Officer, Vice President Marvyn Carton * Director - Emeritus Gaetano J. Casillo * Chief Compliance Officer, Vice President Robert H. Cosgriff * Chief Administrative Officer, Executive Vice President, Managing Director, Director Richard M. Crooks, Jr. * Director Thalia V. Crooks * Vice President, Director Mary L. Cullen * Vice President, Secretary, Director Orin F. Devereux * Vice President, Director Page 12 of 19 Name** Business Principal Occupation (i.e., Address Position with Allen & Company Incorporated Howard M. Felson * Assistant Secretary, Vice President Anthony J. Ferrante * Treasurer Richard Fields * Executive Vice President - Elect, Managing Director, Director Paul A. Gould * Executive Vice President, Managing Director, Director John G. Hall * Vice President - Elect, Director Daniel P. Harley * Vice President - Elect John H. Josephson * Vice President, Director Clark R. Keough * Vice President - Elect, Director Donald R. Keough * Chairman of the Board, Director Dara Khosrowshahi * Vice President - Elect, Director Kaveh A. Khosrowshahi * Vice President - Elect, Director Neal Kopp * Vice President Irwin H. Kramer * Executive Vice President, Managing Director, Director Terry Allen Kramer * Director Suzanne G. Kucera * Vice President - Elect, Director Robert J. Kurz * Vice President P. Don Lattimer * Director William F. Leimkuhler * Assistant Secretary, Vice President - Elect, Counsel Jeffrey J. Logan * Vice President Sharon K. Losee * Vice President - Elect Dan W. Lufkin * Special Advisor to the Board of Directors Page 13 of 19 Name** Business Principal Occupation (i.e., Address Position with Allen & Company Incorporated Ellen F. Lynch * Vice President Robert A. Mackie * Executive Vice President, Managing Director, Director James C. Maiden, Jr. * Vice President Raymond J. Martin * Vice President - Elect, Director Terence A. McCarthy * Co-Chief Operations Officer, Vice President Robert C. Miller * Vice President - Elect, Director Brian J. Murphy * Vice President, Director Louis J. Mustacchio * Vice President - Elect Walter T. O'Hara, Jr. * Executive Vice President, Managing Director, Director Glenn A. Okun * Vice President, Director Nancy B. Peretsman * Executive Vice President, Managing Director, Director Patrick S. Perry * Vice President - Elect, Director Pamela M. Plager * Vice President - Elect, Director Eugene Protash * Vice President - Elect James W. Quinn * Chief Financial Officer, Director, Vice President, Assistant Secretary Philip D. Scaturro * Executive Vice President, Managing Director, Director John A. Schneider * Executive Vice President, Managing Director, Director Enrique F. Senior * Executive Vice President, Managing Director, Director Page 14 of 19 Name** Business Principal Occupation (i.e., Address Position with Allen & Company Incorporated Stanley S. Shuman * Executive Vice President, Managing Director, Director John M. Simon * Executive Vice President, Managing Director, Director Daniel Selmonosky * Vice President - Elect, Director Ian G. Smith * Vice President - Elect Lauren M. Tyler * Vice President - Elect, Director Dennis J. Warfield * Vice President - Elect Kim M. Weiland * Vice President - Elect, Director Edward D. Weinberger * Vice President, Director Harold M. Wit * Executive Vice President, Managing Director, Director * 711 Fifth Avenue, New York, New York 10022-3194. ** All the Executive Officers and Directors of Allen & Company Incorporated are U.S. citizens unless otherwise indicated. Page 15 of 19 OFFICERS AND DIRECTORS OF ALLEN HOLDING INC. Name** Business Principal Occupation (i.e., Address Position with Allen Holding Inc.) Herbert A. Allen * President, Managing Director, Director, Chief Executive Officer Herbert A. Allen, III * Vice President - Elect, Director Grace Allen * Director Eran S. Ashany * Vice President Samuel H. Baker * Vice President - Elect Soledad Bastiancich * Vice President - Elect Jonathan S. Bean * Vice President - Elect Robert E. Beers * Vice President - Elect Edmund M. Bleich * Vice President Denise Calvo-Silver * Vice President, Director Dominick J. Cantalupo * Co-Chief Operations Officer, Vice President Marvyn Carton * Director - Emeritus Gaetano J. Casillo * Chief Compliance Officer, Vice President Robert H. Cosgriff * Chief Administrative Officer, Executive Vice President, Managing Director, Director Richard M. Crooks, Jr. * Director Thalia V. Crooks * Vice President, Director Mary L. Cullen * Vice President, Secretary, Director Orin F. Devereux * Vice President, Director Page 16 of 19 Name** Business Principal Occupation (i.e., Address Position with Allen & Company Incorporated Howard M. Felson * Assistant Secretary, Vice President Anthony J. Ferrante * Treasurer Richard L. Fields * Executive Vice President - Elect, Managing Director, Director Executive Vice President, Managing Director, Director John G. Hall * Vice President - Elect, Director Daniel P. Harley * Vice President - Elect John H. Josephson * Vice President, Director Donald R. Keough * Chairman, Director Clark R. Keough * Vice President - Elect, Director Dara Khosrowshahi * Vice President - Elect, Director Kaveh A. Khosrowshahi * Vice President - Elect, Director Neal Kopp * Vice President Irwin H. Kramer * Executive Vice President, Managing Director, Director Terry Allen Kramer * Director Suzanne G. Kucera * Vice President - Elect, Director Robert J. Kurz * Vice President P. Don Lattimer * Executive Vice President, Managing Director, Director William F. Leimkuhler * Assistant Secretary, Vice President - Elect, Counsel Jeffrey J. Logan * Vice President Sharon K. Losee * Vice President - Elect Dan W. Lufkin * Special Advisor to the Board of Directors Ellen F. Lynch * Vice President Page 17 of 19 Name** Business Principal Occupation (i.e., Address Position with Allen & Company Incorporated Robert A. Mackie * Executive Vice President, Managing Director, Director James C. Maiden, Jr. * Vice President Raymond J. Martin * Vice President - Elect, Director Terence C. McCarthy * Co-Chief Operations Officer, Vice President Vice President - Elect, Director Brian J. Murphy * Vice President, Director Louis J. Mustacchio * Vice President - Elect Walter T. O'Hara * Executive Vice President, Managing Director, Director Glenn A. Okun * Vice President, Director Nancy B. Peretsman * Executive Vice President, Managing Director, Director Patrick S. Perry * Vice President - Elect, Director Pamela M. Plager * Vice President - Elect, Director Eugene Protash * Assistant Secretary, Vice President - Elect James W. Quinn * Chief Financial Officer, Vice President, Assistant Secretary, Director Philip D. Scaturro * Executive Vice President, Managing Director, Director John A. Schneider * Executive Vice President, Managing Director, Director Daniel Selmonosky * Vice President - Elect, Director Enrique F. Senior * Executive Vice President, Managing Director, Director Stanley S. Shuman * Executive Vice President, Managing Director, Director Page 18 of 19 Name** Business Principal Occupation (i.e., Address Position with Allen & Company Incorporated John M. Simon * Executive Vice President, Managing Director, Director Ian G. Smith * Vice President - Elect Lauren M. Tyler * Vice President - Elect, Director Dennis J. Warfield * Vice President - Elect Kim M. Weiland * Vice President - Elect, Director Edward D. Weinberger * Vice President, DirectorExecutive Vice President, Managing Director, Director * 711 Fifth Avenue, New York, New York 10022-3194. ** All the Executive Officers and Directors of Allen Holding Inc. are U.S. citizens unless otherwise indicated. Page 19 of 19 EXHIBIT B JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.01 per Share, of Spectran Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 8th day of May 1996. ALLEN HOLDING INC. /s/ Gaetano J. Casillo By:------------------------------ Gaetano J. Casillo Vice President ALLEN & COMPANY INCORPORATED /s/ Gaetano J. Casillo By:------------------------------ Gaetano J. Casillo Vice President 73802 -----END PRIVACY-ENHANCED MESSAGE-----