UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Conolog Corporation
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
208254-40-9
(CUSIP Number)
Arnold N. Bressler, Esq.
One Pennsylvania Plaza, 49th Floor, New York, New York 10119-0165
(212) 594-5300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 5, 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 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
there to 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 coverage page.
The information required on the remainder of this cover page 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).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT S. BENOU
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a. o
b. x
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,691,221
- ----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
- ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
116,221
- ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,691,221
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.3%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARPAD J. HAVASY
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a. o
b. x
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
o
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
26,726
- ----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
- ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
26,726
- ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,726
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
The initial Schedule 13D of Robert S. Benou and Arpad J. Havasy
(the "Schedule 13D") relating to the common stock, par value $1.00
per share, issued by Conolog Corporation is hereby amended by this
Amendment No. 4 as follows:
Item 1.
This Amendment relates to the shares of common stock, par value $1.00
per share, of Conolog Corporation, a Delaware corporation
(the "Company"). The address of the principal executive office of the
Company is 5 Columbia Road, Somerville, New Jersey 08876.
Item 2. Identity and Background
1. (a) Robert S. Benou.
(b) Mr. Benou's business address is 5 Columbia Road, Somerville,
New Jersey 08876.
(c) Mr. Benou is a director and President of the Company.
(d-e) During the last five years, Mr. Benou has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and was not 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) Mr. Benou is a citizen of the United States.
2. (a) Mr. Arpad J. Havasy.
(b) Mr. Havasy's business address is 5 Columbia Road, Somerville,
New Jersey 08876.
(c) Mr. Havasy is a director, Executive Vice President, Secretary
and Treasurer of the Company.
(d-e) During the last five years, Mr. Havasy has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and was not 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) Mr. Havasy is a citizen of the United States.
Item 5. Interest in Securities of the Issuer.
(a) - (b) In the event the balance of the option more fully described
in Item 6 is exercised, Mr. Benou will be the beneficial owner of
1,691,221 shares of New Common Stock. This represents 69.3% of the
Company's issued and outstanding New Common Stock. Mr. Benou's
beneficial ownership will be comprised of (i) 116,221 shares over which
he has sole voting and dispositive power and (ii) 1,575,000 shares
which CNL Holdings has an option to acquire of which 241,667 shares are
presently owned by The Chase Manhattan Bank formerly Chemical Bank
(the "Bank") and 1,333,333 shares may be acquired pursuant to the
Bank's conversion right under the Conolog Corporation Allonge.
Mr. Havasy is the beneficial owner of 26,726 shares of New Common
Stock, representing, 2.4% of the Company's issued and outstanding
shares, over which he has sole voting and dispositive power.
Messrs. Benou and Havasy each disclaims beneficial ownership of the
shares owned by the other.
(c) Pursuant to certain transactions more fully described in Item
6, Mr. Benou may acquire the power to vote 1,575,000 shares of New
Common Stock which CNL Holdings has an option to acquire of which
241,667 shares are presently owned by the Bank and 1,333,333 shares
may be acquired pursuant to the Bank's conversion right under the
Conolog Corporation Allonge.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As previously reported, the principal amount owing to the Bank, under
the Amended and Restated Term Loan Agreement dated as of August 2, 1995 between
the Company and the Bank (the "Loan Agreement") at June 30, 1996 was $1,012,500
and the unpaid accrued interest was $50,000. The Bank and the Company have
entered into the Conolog Corporation Allonge, dated as of September 11, 1996
and Amendment No. 1 thereto dated as of January 31, 1997, pursuant to which the
Amended and Restated Term Note dated as of August 2, 1995 between the Company
and the Bank (the "Note") was amended to permit the conversion in whole or in
part by the Bank of the unpaid principal and interest due under the Note into
1,400,000 shares of the Company's New Common Stock. The conversion right may be
exercised by the Bank or its assignee. The Bank has agreed to defer all
payments of principal and interest under the Note until April 16, 1997.
The Bank and CNL Holdings, Inc. ("CNL Holdings") have entered into an
Option and Purchase, Sale and Assignment Agreement dated as of September 12,
1996 (the "Option Agreement") and Amendment No. 1 thereto dated as of January
31, 1997. Under the Option Agreement the Bank has granted an option to CNL
Holdings to purchase all of the Bank's interest in (i) the Loan Agreement, (ii)
the Note and (iii) the 375,000 shares of the Company's New Common Stock owned
by the Bank. The option has an expiration date of April 15, 1997. The Company
and CNL Holdings have entered into an agreement dated as of September 12, 1996,
(the "Agreement") and Amendment No. 1 thereto dated as of January 31, 1997,
whereby CNL Holdings has agreed to lend up to $2,500,000 to the Company under
certain circumstances and the Company has agreed to file a registration
statement (the "Registration Statement") with the Securities and Exchange
Commission for CNL Holdings to register the 375,000 shares of New Common Stock
owned by the Bank and the 1,400,000 shares of New Common Stock into which the
Note is convertible (the "Acquired Shares"). Pursuant to an Irrevocable Proxy
dated September 12, 1996, Mr. Benou would have the sole power to vote the
Acquired Shares held by CNL Holdings in the event CNL Holdings exercises its
option to acquire the Bank's shares.
Item 7. Material to be Filed as Exhibits.
The following are attached as exhibits hereto:
Exhibit 9. Amendment No. 1 dated January 31, 1997 to Conolog Corporation
Allonge (dated September 11, 1996) between the Bank and the
Company.*
Exhibit 10.Amendment No. 1 dated January 31, 1997 to Option and
Purchase, Sale and Assignment Agreement (dated as of
September 12, 1996) between the Bank and CNL Holdings.*
* Incorporated by reference to the Company's Current Report on Form 8-K
dated January 31, 1997.
SIGNATURES
After reasonable inquiry, and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned hereby certifies
that the information set forth in this statement is true, complete and correct.
/S/
Robert S. Benou
/S/
Arpad J. Havasy
Dated: March 18, 1997
