UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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Under the Securities Exchange Act of 1934*
CHEMI-TROL CHEMICAL COMPANY
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(Name of Issuer)
COMMON STOCK, without par value
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(Title of Class of Securities)
163616105
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(CUSIP Number)
William J. Hopke, Vice President and Treasurer, Dominion Capital, Inc.
701 E. Byrd Street, Richmond, VA 23219 (804) 775-5700
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 20, 1990
(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 \ 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-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 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).
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SCHEDULE 13D
CUSIP NO. 163616105
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Dominion Capital, Inc.
54-0348068
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) \ X \
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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NUMBER OF 7. SOLE VOTING POWER 150,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0 -
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 150,000
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER - 0 -
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.86%
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14. TYPE OF REPORTING PERSON*
C0
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 163616105
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
Dominion Resources, Inc.
54-1229715
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) \ \
(b) \ X \
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) \ \
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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NUMBER OF 7. SOLE VOTING POWER - 0 -
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 150,000
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 0 -
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 150,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* \ X \
Pursuant to Rule 13d-4, Dominion Resources, Inc. disclaims
beneficial ownership of the 150,000 shares held by its wholly-owned
subsidiary, Dominion Capital, Inc.
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.86%
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14. TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Item 1. Security and Issuer
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Common Stock, without par value ("Common Stock"), of Chemi-trol
Chemical Co. ("Chemi-trol"), 2776 CR 69, Gibsonburg, Ohio 43431.
Item 2. Identity and Background
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This statement is filed by Dominion Capital, Inc.
("Capital"), a Virginia corporation and wholly-owned subsidiary
of Dominion Resources, Inc., a Virginia corporation
("Resources"), and by Resources (Capital and Resources are
sometimes collectively referred to herein as the "Reporting
Persons"). The principal business and executive offices of
Capital and Resources are located at 701 East Byrd Street,
Richmond, Virginia 23219. Capital was formed in 1985 to provide
investment management services and specialized financial advice
to Resources and its other non-regulated subsidiaries. Resources
is a holding company principally involved in the electric power
business. It is also active in real estate and investment
management businesses.
The (a) name, (b) residence or business address and (c)
present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted of each
executive officer and director of Capital and Resources are
respectively set forth in Exhibits 2 and 3 hereto, which exhibits
<PAGE>
are incorporated by reference herein. To the best knowledge of
the Reporting Persons, each such executive officer and director
is a citizen of the United States.
During the last five years, neither Reporting Person nor, to
the best knowledge of such persons, any executive officer or
director of either Reporting Person, has (a) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of which proceeding such person 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
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The shares referred to in Item 5(a) below were purchased for
an aggregate cash consideration of $1,865,058.30. The source of
such funds was the working capital of Capital.
Item 4. Purpose of Transaction
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The shares referred to in Item 5(a) below were acquired by
Capital for investment purposes. Capital may purchase additional
shares of Common Stock of Chemi-trol from time to time, either in
the open market or in privately negotiated transactions. Any
decision by Capital to increase its holdings in Common Stock of
Chemi-trol will depend, however, on numerous factors, including,
<PAGE>
without limitation, the price of shares of Common Stock, the
terms and conditions related to their purchase and sale, the
prospects and profitability of Chemi-trol, other business and
investment alternatives of Capital and general economic and
market conditions. At any time, Capital may determine to dispose
of some or all of its holdings of Common Stock of Chemi-trol
depending on those and other considerations.
Capital has no immediate intention to influence or direct
Chemi-trol's affairs, modify its corporate structure or interfere
with the business decision of its management. Capital may,
however, determine to seek representation on Chemi-trol's Board
of Directors. In addition, Capital anticipates discussing with
management of Chemi-trol ways to enhance shareholder value. At
present, Capital does not know how such discussions will affect
Chemi-trol's course of conduct with respect to its investment in
Chemi-trol.
Except as set forth above, neither Reporting person nor, to
the best knowledge of such persons, any executive officer or
director of either Reporting Person, has any plans or proposals
which relate to or would result in: (a) the acquisition by any
person of additional securities of Chemi-trol or the disposition
of securities of Chemi-trol; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving Chemi-trol or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of Chemi-trol or any of
its subsidiaries; (d) any change in the present board of
<PAGE>
directors or management of Chemi-trol, 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 Chemi-trol; (f)
any other material change in Chemi-trol's business or corporate
structure; (g) changes in Chemi-trol's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of Chemi-trol by any person;
(h) causing a class of securities of Chemi-trol 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 Chemi-trol to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (j) any action similar to any of those enumerated above.
The Reporting Persons may formulate plans or proposals with
respect to one or more of the foregoing in the future.
Item 5. Interest in Securities of Issuer
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(a) 150,000 shares of Common Stock are owned directly by
Capital, constituting 10.86% of such shares outstanding (based
upon the 1,381,029 shares reported to be outstanding in
Chemi-trol's most recent annual report on Form 10-K). Resources may
be deemed to be in the indirect beneficial owner of such shares;
Resources disclaims such beneficial ownership pursuant to Rule
13d-4.
<PAGE>
(b) Capital holds sole voting and dispositive power with
respect to the 150,000 shares of Common Stock listed in Item
5(a). Resources may be deemed to shafe such voting and
dispositive power, but disclaims any such relationship pursuant
to rule 13d-4.
(c) The Reporting Persons have effected the following
transactions in Common Stock of Chemi-trol: (i) on May 9, 1990,
Capital purchased 1,000 shares at $10.25 per share on the open
market; (ii) on May 17, 1990, Capital purchased 1,000 shares at
$11.50 per share on the open market; (iii) on May 24, 1990,
Capital purchased 23,000 shares at $12.25 per share on the open
market; (iv) on May 30, 1990, Capital purchased 5,000 shares at
$12.125 per share and 3,000 shares at $12.187 per share on the
open market; (v) on June 1, 1990, Capital purchased 8,000 at
$12.125 per share on the open market; and (vi) on June 20, 1990,
Capital purchased 109,000 shares at $12.5447 per share on the
open market.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
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With Respect to Securities of the Issuer
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Neither of the Reporting Persons nor, to the best knowledge
of such persons, any of the executive officers or directors of
the Reporting Persons, is party to any contract, arrangement,
understanding or relationship with any person with respect to any
securities of Chemi-trol.
Item 7. Materials to be Filed as Exihibits
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Exhibit 1 -- Agreement of Capital and Resources pursuant
to Rule 13d-1(f)
Exhibit 2 -- Directors and Executive Officers of Capital
Exhibit 3 -- Directors and Executive Officers of Resources
<PAGE>
Signatures
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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.
DOMINION CAPITAL, L.L.C.
September 11, 1990 By: /s/ William J. Hopke
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William J. Hopke
Vice President and Treasurer
DOMINION RESOURCES, INC.
September 11, 1990 By: /s/ O.J. Peterson, III
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O. J. Peterson, III
Senior Vice President
and Chief Financial Officer
