-----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, Ei023m7jcPucjO8zi11vqdY1+gNV1P7mN3K0Cxxz7ljsBqC7f7Sr0fldSJtL8vYr Ppx962jzLkEBrMgyagjz9Q== 0000950152-99-000102.txt : 19990111 0000950152-99-000102.hdr.sgml : 19990111 ACCESSION NUMBER: 0000950152-99-000102 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHART INDUSTRIES INC CENTRAL INDEX KEY: 0000892553 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 341712937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43584 FILM NUMBER: 99503000 BUSINESS ADDRESS: STREET 1: 5885 LANDERBROOK DRIVE STREET 2: SUITE 150 CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 4407531490 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLMES CHARLES S CENTRAL INDEX KEY: 0000901020 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3555 CURTIS BLVD CITY: CLEVELAND STATE: OH ZIP: 44059 BUSINESS PHONE: 2169462525 SC 13D/A 1 CHART INDUSTRIES/CHARLES HOLMES SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D/A-1 (RULE 13d-101) CHART INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 16115Q 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: --------------- CHARLES S. HOLMES THOMAS F. MCKEE, ESQ. Asset Management Associates of Calfee, Halter & Griswold LLP New York, Inc. 1400 McDonald Investment Center P.O. Box 2850 800 Superior Avenue Southampton, NY 11969 Cleveland, OH 44114-2688 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 24, 1998 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent (Continued on following pages) (Page 1 of 6 Pages) 2 - ------------- --------------------- ---------------------- CUSIP NO. 16115Q 10 0 13D/A-1 PAGE 2 OF 6 PAGES -------------------- ---- ---- - ------------- --------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Charles S. Holmes - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,315,860 ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,315,860 ----------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,315,860 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (Page 2 of 6 Pages) 3 SCHEDULE 13D/A-1 CHARLES S. HOLMES ----------------- ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D/A-1 relates to the Common Stock, $.01 per share par value (the "Common Stock"), of Chart Industries, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are at 5885 Landerbrook Drive, Suite 150, Mayfield Heights, OH 44124. ITEM 2. IDENTITY AND BACKGROUND. (a) The name of the person filing this statement on Schedule 13D/A-1 is Charles S. Holmes (the "Filer"). (b) The business address of the Filer is c/o Asset Management Associates of New York, Inc., P.O. Box 250, Rutherford, NJ 07070. (c) The present principal occupation or employment of the Filer is as a private investor. Such employment is conducted through Asset Management Associates of New York, Inc., a New York corporation, the principal business of which is the management of the Filer's assets and the principal executive offices of which are at P.O. Box 2850, Southampton, NY 11969. (d) During the last five years, the Filer has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Filer has not been a party to any civil proceeding of any 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 violation with respect to such laws. (f) The Filer is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Filer's personal funds, in the aggregate amount of $786,211.81, were used to make six (6) open-market purchases of Common Stock between September 24, 1998 (the day following the date as of which the Filer's initial filing on Schedule 13D was made) and December 24, 1998 (the last date during calendar year 1998 on which the Filer purchased (Page 3 of 6 Pages) 4 Common Stock), none of which transactions was previously required to be reported pursuant to Regulation 13D-G promulgated under the Securities Exchange Act of 1934, as amended (the "Act"). ITEM 4. PURPOSE OF TRANSACTION. The Filer purchased the shares of Common Stock for the Filer's own investment. At present, the Filer has no plans or proposals which relate to or would result in any of the matters specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of December 24, 1998, the Filer beneficially owns 1,315,860 shares of Common Stock, of which 1,309,110 were owned by the Filer directly and 6,750 were owned by the Filer's minor daughter. The Filer believes that this beneficial ownership is equal to 5.5% of the outstanding Common Stock of the Issuer. The Filer is not a member of any "group," within the meaning of Section 13(d)(3) of the Act, with respect to any shares of Common Stock of which the Filer has beneficial ownership. (b) As to the Filer: Sole power to vote or to direct the vote: 1,315,860 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposition: 1,315,860 Shared power to dispose or to direct the disposition: 0
(c) The following transactions, all of which were effected by purchases of Common Stock in the open market on the New York Stock Exchange, have been effected since the date as of which the Filer's most recent filing on Schedule 13D was made:
Date Quantity Total Price Price per Share ($) ---- -------- ----------- ------------------- 9/24/98 12,500 88,125.00 7.00 9/25/98 48,100 332,949.33 6.87682 12/17/98 16,000 108,800.00 6.75 12/22/98 24,300 160,052.48 6.53652 12/23/98 9,700 63,535.00 6.5 12/24/98 5,000 32,750.00 6.5 TOTALS: 115,600 786,211.81 AVG: 6.80
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Filer. (e) Not applicable. (Page 4 of 6 Pages) 5 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Filer is the brother of Mr. Arthur S. Holmes, the Chairman of the Board and Chief Executive Officer of the Issuer. Mr. Arthur S. Holmes, together with his wife, Ms. Christine H. Holmes, beneficially owns 7,852,047 shares of Common Stock. Other than this familial relationship, the Filer has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. (Page 5 of 6 Pages) 6 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. January 8, 1998 -------------------------------- (Date) /s/ Charles S. Holmes --------------------------------- (Signature) Charles S. Holmes --------------------------------- (Name/Title) (Page 6 of 6 Pages) -----END PRIVACY-ENHANCED MESSAGE-----