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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
July 25, 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-l(b)(3) or (4), check the following box o.
Check the following box if a fee is being paid with the statement o. (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).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 16808812 Page 2 of 11 Pages
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*
Not Applicable (See Item 5(e))
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 OF
SHARES 22,950
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
22,950
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,950
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.92%
14 TYPE OF REPORTING PERSON*
OO (See Item 2)
*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. 2 OF 7
<PAGE>
SCHEDULE 13D
CUSIP No. 16808812 Page 3 of 11 Pages
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*
Not Applicable (See Item 5(e))
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 OF
SHARES 22,950
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
22,950
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,950
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.92%
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. 2 OF 7
<PAGE>
SCHEDULE 13D
CUSIP No. 16808812 Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John S. Dyson
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*
Not Applicable (See Item 5(e))
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 22,950
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
22,950
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,950
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.92%
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. 2 OF 7
<PAGE>
SCHEDULE 13D
CUSIP No. 16808812 Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clayton 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*
Not Applicable (See Item 5(e))
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 22,950
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
22,950
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,950
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.92%
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. 2 OF 7
<PAGE>
Page 6 of 11
AMENDMENT NO. 2 TO SCHEDULE 13D
The Statement on Schedule 13D, dated May 9, 1996, (the "Schedule 13D")
of MMI Investments, L.L.C. ("MMI"), Millbrook Capital Management, Inc.
("Millbrook") and Clay B. Lifflander, relating to the Common Stock, par value
$2.00 per share (the "Shares") of Chicago Rivet and Machine Co., an Illinois
corporation (the "Company"), is hereby amended by MMI, Millbrook, John S. Dyson
and Clay B. Lifflander as set forth below. Unless otherwise defined herein, all
capitalized terms have the meanings ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of Schedule 13D is amended in its entirety to read as follows:
(a) As of July 23, 1997, MMI directly and beneficially owns (as defined
by Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"))
22,950 Shares, or 3.92% of the 585,748 Shares outstanding as of September 30,
1996 as reported by the Company in its Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
Under Rule 13d-3 of the Act, each of Millbrook, as Manager of MMI with
sole power to vote and dispose of investments held by MMI, John Dyson, as sole
shareholder, Chairman and a Director of Millbrook with control of Millbrook and,
indirectly, power to vote and dispose of investments held by MMI, and Clay
Lifflander, as President and a Director of Millbrook with control of Millbrook
and, indirectly, power to vote and dispose of investments held by MMI, has
beneficial ownership of the Shares held by MMI.
(b) Each of MMI, as the sole owner of the 22,950 Shares described
herein, Millbrook, as Manager of MMI, John Dyson, as sole shareholder, Chairman
and a Director of Millbrook with control of Millbrook and, indirectly, power to
vote and dispose of investments held by MMI, and Clay Lifflander, as President
and a Director of Millbrook with control of Millbrook and, indirectly, power to
vote and dispose of investments held by MMI, has sole voting and dispositive
power over such Shares.
(c) See Exhibit 1 attached hereto for a summary of MMI's purchases and
sales of Shares to date, including the date of purchase, number of shares
purchased and the price per share of each purchase.
<PAGE>
Page 7 of 11
(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) As of July 23, 1997, MMI ceased to be the beneficial owner of more
than five percent of the Shares.
<PAGE>
Page 8 of 11
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Schedule of Transactions.
<PAGE>
Page 9 of 11
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: Millbrook Capital Management Inc.
By: /s/ Clay B. Lifflander
Clay B. Lifflander
President, Millbrook
Capital Management Inc.
MILLBROOK CAPITAL MANAGEMENT INC.
By: /s/ Clay B. Lifflander
Clay B. Lifflander
President
JOHN S. DYSON
/s/ John S. Dyson
CLAY B. LIFFLANDER
/s/ Clay B. Lifflander
Dated: July 25, 1997
<PAGE>
Page 10 of 11
EXHIBIT 1
Shares Price
Date (Sold) Purchased Per Share
- ------- ---------------- ---------
3/7/96 4,000 33.00
3/7/96 1,300 38.38
3/11/96 200 34.00
3/11/96 100 33.88
3/12/96 650 33.75
3/12/96 800 34.00
3/15/96 500 34.38
3/15/96 2,000 34.75
3/20/96 2,100 34.50
3/22/96 500 35.25
4/1/96 100 35.25
4/9/96 1,500 34.38
4/12/96 200 34.88
4/15/96 300 34.50
4/18/96 800 34.50
4/19/96 900 34.38
4/22/96 200 32.88
4/23/96 2,000 33.25
4/23/96 1,000 33.38
4/26/96 100 31.25
4/26/96 500 32.50
4/26/96 400 32.25
4/26/96 1,000 32.50
4/29/96 5,200 32.79
4/30/96 6,400 32.88
5/1/96 300 33.13
5/3/96 100 33.25
5/7/96 300 33.25
5/9/96 1,000 34.00
5/9/96 200 34.25
5/9/96 200 34.50
5/9/96 800 34.75
5/9/96 300 35.00
5/9/96 200 35.25
<PAGE>
Page 11 of 11
Shares Price
Date (Sold) Purchased Per Share
- ------- ---------------- ---------
5/9/96 100 35.50
5/9/96 100 35.75
5/9/96 200 35.88
5/9/96 300 36.00
5/17/96 100 34.75
5/20/96 200 34.75
5/20/96 100 34.54
5/29/96 200 34.75
5/29/96 900 34.75
6/3/96 1000 34.50
6/4/96 100 34.75
6/25/96 1000 35.00
6/26/96 800 34.75
7/2/96 100 34.50
7/3/96 200 34.50
7/3/96 100 34.50
7/9/96 100 34.00
7/9/96 300 34.50
7/11/96 600 34.50
8/28/96 100 32.50
8/28/96 100 32.75
8/28/96 100 32.75
9/12/96 100 32.13
9/16/96 100 32.00
9/26/97 100 32.13
1/21/97 5,000 33.00
6/24/97 (1,000) 45.75
7/2/97 (1,000) 47.63
7/2/97 (1,000) 49.00
7/2/97 (1,000) 46.38
7/2/97 (800) 46.09
7/2/97 (400) 50.50
7/3/97 (100) 50.75
7/23/97 (20,000) 51.86
