<PAGE>
<PAGE>
OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Chicago Rivet & Machine Co.
(Name of Issuer)
Common Stock - $2.00 Par Value
(Title of Class of Securities)
168088102
(CUSIP Number)
Clay Lifflander, President
MMI Investments, L.L.C.
RR1 Box 167D, Wing Road, Millbrook, New York 12545
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 30, 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 13d-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x].
(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-l(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 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 16808812
- - ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MMI Investments, L.L.C.
I.R.S. Identification No. -- 22-3118262
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC,00 (See Item 3)
- - ------------------------------------------------------------------------------
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
- - ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER 37,150
OF __________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED None
BY _________________________________________________
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 37,150
WITH _________________________________________________
10 SHARED DISPOSITIVE POWER
None
- - ------------------------------------------------------------------------------
<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,150
- - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.34%
- - --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (See Item 1)
- - ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 16808812
- - --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Millbrook Capital Management Inc.
I.R.S. Identification No. -- 13-3540644
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- - ------------------------------------------------------------------------------
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
- - ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER 37,150
OF __________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED None
BY _________________________________________________
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 37,150
WITH _________________________________________________
10 SHARED DISPOSITIVE POWER
None
- - ------------------------------------------------------------------------------
<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,150
- - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.34%
- - --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- - ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 16808812
- - ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clay B. Lifflander
Social Security No. -- ###-##-####
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- - --------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- - ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- - ------------------------------------------------------------------------------
<PAGE>
7 SOLE VOTING POWER
NUMBER 37,150
OF __________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED None
BY _________________________________________________
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 37,150
WITH _________________________________________________
10 SHARED DISPOSITIVE POWER
None
- - ------------------------------------------------------------------------------
<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,150
- - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.34%
- - --------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- - ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, $2.00 par value per share
(the "Shares"), of Chicago Rivet & Machine Co., an Illinois corporation (the
"Company"), the principal executive offices of which are located at 901
Frontenac Road, Naperville, Illinois 60540.
Item 2. Identity and Background
This statement is being filed by each of the following, who are
collectively referred to herein as the "Reporting Persons":
1. MMI Investments, L.L.C., a Delaware limited liability
company ("MMI");
2. Millbrook Capital Management Inc., a New York
corporation ("Millbrook"); and
3. Clay B. Lifflander, a Director and President of
Millbrook.
The principal business address for each of the Reporting Persons is
RR1, Box 167D, Wing Road, Millbrook, New York 12545.
MMI is a limited liability company organized under the Delaware
Limited Liability Company Act. MMI is primarily engaged in the business of
investing in securities.
Millbrook's principal business is to manage investments in
publicly traded securities as well as in private companies. Millbrook is
the Manager of MMI, and as such, it has the sole power to vote
and dispose of investment securities held by MMI. Millbrook's
officers are Clay B. Lifflander, President; Jeffrey C. Gerstel,
Chief Financial officer; and David H. Bova, Vice President (Messrs.
Lifflander, Gerstel and Bova are referred to collectively
herein as the "Millbrook Principals"). The Millbrook Principals are the
directors of Millbrook. Each of the Millbrook Principals and Millbrook are
also members of MMI. John S. Dyson, the sole stockholder of Millbrook has
executed an irrevocable proxy giving Mr. Lifflander the power to vote the
shares of capital stock of Millbrook that he owns. The principal occupation
of each of the Millbrook Principals is in his capacity with
Millbrook listed above. The principal business address for each of
the Millbrook Principals is RR1, Box 167D, Wing Road, Millbrook,
New York 12545, and each of them is a United States citizen.
During the last five years, none of the Reporting Persons or
Millbrook Principals has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors, if any).
During the past five years, none of the Reporting Persons or
Millbrook Principals has been 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 violation with respect to
such laws.
Item 3. Source and Amount of Funds or other Consideration.
The aggregate cost of the 37,150 Shares beneficially owned by the
Reporting Persons was approximately $1,249,337.00, including brokerage
commissions. All of the Shares held by MMI were acquired using funds from
MMI's working capital and general margin financing from a broker or brokers
pursuant to standard margin agreements. The positions held in the margin
accounts are pledged as collateral security for the repayment of debit
balances in such accounts.
Item 4. Purpose of Transaction
MMI acquired Shares because MMI believes that trading prices of the
Shares do not adequately reflect the potential value of the Company's
underlying business and assets. MMI intends to review its investment in
the Company on a continuing basis and, depending upon any discussions with
management of the Company, the price and availability of the Shares,
subsequent developments affecting the Company, the Company's business and
prospects, other investment and business opportunities available to MMI,
general stock market and economic conditions, tax considerations and other
factors considered relevant, may decide at any time to increase, or to
decrease, the size of its or its affiliates' investments in the Company
through open market or privately negotiated transactions.
Other than as set forth above, the Reporting Persons have no present
plans or proposals which relate to or would result in:
a. The acquisition by any person of additional securities
of the issuer, or the disposition of securities of the
issuer;
b. An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries;
c. A sale or transfer of a material amount of assets of
the issuer or any of its subsidiaries;
d. Any change in the present board of directors or
management of the issuer, including any plans or
proposals to change the number or term of directors or
to fill any existing vacancies on the board;
e. Any material change in the present capitalization or
dividend policy of the issuer;
f. Any other material change in the issuer's business or
corporate structure;
g. Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the issuer by any person;
h. Causing a class of securities of the issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
i. A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
j. Any action similar to any of those enumerated above.
The Reporting Persons reserve the right, either individually or together with
each other or with one or more other stockholders of the Company, to determine
in the future to take or cause to be taken one or more of the above-mentioned
actions.
Item 5. Interest in Securities of the Issuer
(a) As of May 9, 1996, MMI directly and beneficially owns (as defined
by Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Act")) 37,150 Shares, or 6.34% of the 585,478 Shares
outstanding as of December 31, 1995 as reported by the Company in its Annual
Report on Form 10-K for the fiscal year ended December 31, 1995.
As Manager of MMI, Millbrook has sole power to vote and dispose of
investments held by MMI; therefore, it beneficially owns (as defined by Rule
13d-3 of the Act) the Shares owned by MMI. Mr. Lifflander, as President of
Millbrook, a director of Millbrook, and as holder of a proxy giving him power
to vote the capital stock of Millbrook has the power to direct Millbrook to
vote or dispose of the Shares held by MMI; therefore, he beneficially owns
(as defined by Rule 13d-3 of the Act) the Shares owned by MMI.
(b) As sole owner of the Shares that it holds, MMI has sole voting
and dispositive power over the 37,150 Shares that it owns directly.
As Manager of MMI, Millbrook has the sole power to direct the voting or
disposition of the Shares held by MMI; thus, Millbrook has sole voting and
dispositive power over such Shares. As President of Millbrook, a director of
Millbrook, and as holder of a proxy giving him power to vote the capital stock
of Millbrook Mr. Lifflander has the sole power to direct Millbrook on the
voting or disposition of Shares held by MMI; thus, Mr. Lifflander also has
sole voting and dispositive power over such Shares.
(c) The Reporting Persons became beneficial owners for purposes of
Rule 13d-3 of more than five percent of the Shares on April 30, 1996. See
Exhibit 1 for a list of purchase transactions with respect to Shares executed
by MMI prior to or as of the date of this report. All such purchases were
made on the open market through the facilities of the American Stock Exchange.
(d) Except as set forth herein, no person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares held by MMI.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None of the Reporting Persons, and to the knowledge of the Reporting
Persons, none of the Millbrook Principals, has any contract, arrangement,
understanding or relationship (legal or otherwise) with respect to any
securities of the Company, including but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, naming the persons with whom such
contracts, arrangements, understandings or relationships have been entered into.
<PAGE>
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Schedule of Transactions.
Exhibit 2 Joint Filing Agreement dated May 9, 1996.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
MMI INVESTMENTS, L.L.C.
By: /s/ Clay B. Lifflander
----------------------------
Clay B. Lifflander
as President of Millbrook
Capital Management Inc.,
Manager of MMI Investments,
L.L.C.
MILLBROOK CAPITAL MANAGEMENT INC
By: /s/ Clay B. Lifflander
----------------------------
Clay B. Lifflander
President
/s/ Clay B. Lifflander
----------------------------
Clay B. Lifflander
Individually
Dated: May 9, 1996
<PAGE>
EXHIBIT 1
Shares Price
Date Purchased Per Share
---- --------- ---------
3/7 4,000 33.00
3/7 1,300 38.38
3/11 200 34.00
3/11 100 33.88
3/12 650 33.75
3/12 800 34.00
3/15 500 34.38
3/15 2,000 34.75
3/20 2,100 34.50
3/22 500 35.25
4/1 100 35.25
4/9 1,500 34.38
4/12 200 34.88
4/15 300 34.50
4/18 800 34.50
4/19 900 34.38
4/22 200 32.88
4/23 2,000 33.25
4/23 1,000 33.38
4/26 100 31.25
4/26 500 32.50
4/26 400 32.25
4/26 1,000 32.50
4/29 5,200 32.79
4/30 6,400 32.88
5/1 300 33.13
5/3 100 33.25
5/6 300 33.25
5/7 300 33.25
5/9 1,000 34.00
5/9 200 34.25
5/9 200 34.50
5/9 800 34.75
5/9 300 35.00
5/9 200 35.25
5/9 100 35.50
5/9 100 35.75
5/9 200 35.88
5/9 300 36.00
<PAGE>
Exhibit 2
JOINT FILING AGREEMENT
In accordance with Rule
13d-l(f)(1)(iii) 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 dated May 9, 1996 (including amendments thereto)
with respect to the Common Stock, $2.00 par value per share, of Chicago
Rivet & Machine Co. This Joint Filing Agreement shall be filed as an
Exhibit to such Statement.
MMI INVESTMENTS, L.L.C.
By: /s/ Clay B. Lifflander
----------------------------
Clay B. Lifflander
as President of Millbrook
Capital Management Inc.,
Manager of MMI Investments,
L.L.C.
MILLBROOK CAPITAL MANAGEMENT INC.
By: /s/ Clay B. Lifflander
-----------------------------
Clay B. Lifflander
President
/s/ Clay B. Lifflander
-----------------------------
Clay B. Lifflander
Individually
Dated: May 9, 1996
