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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
CHEMI-TROL CHEMICAL CO.
(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
163616105
(CUSIP Number)
Asher B. Edelman, 717 Fifth Avenue
New York, New York 10022, Telephone: (212) 371-7711
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 26, 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 [ ].
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).
CUSIP NO. 163616105
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CUSIP No.163616105
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Edelman Value Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
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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
Delaware
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NUMBER OF (7) SOLE VOTING POWER
36,300
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY________________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
36,300
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
36,300
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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)
1.8%
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(14) TYPE OF REPORTING PERSON
PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No, 163616105
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Edelman Value Fund, Ltd.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
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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
British Virgin Islands
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NUMBER OF (7) SOLE VOTING POWER
SHARES _____________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
71,350
OWNED BY_______________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING ___________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
71,350
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
71,350
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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)
3.6%
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(14) TYPE OF REPORTING PERSON
PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 163616105
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
A. B. Edelman Management Company, Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
Not Applicable
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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
New York
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NUMBER OF (7) SOLE VOTING POWER
- 0 -
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BENEFICIALLY (8) SHARED VOTING POWER
36,300 (comprised of shares owned by Edelman Value
Partners)
OWNED BY____________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ____________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
36,300 (comprised of shares owned by Edelman Value
Partners)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
36,300 (comprised of shares owned by Edelman Value
Partners
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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)
1.8%
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(14) TYPE OF REPORTING PERSON
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 163616105
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Asher B. Edelman
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
Not Applicable
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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
United States
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NUMBER OF (7) SOLE VOTING POWER
- 0 -
SHARES _____________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
107,650 (comprised of shares owned by Edelman Value
Partners and Edelman Value
Fund)
OWNED BY_____________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING ________________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
107,650 (comprised of shares owned by Edelman Value
Partners and Edelman Value Fund)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
107,650 (comprised of shares owned by Edelman Value
Partners and Edelman Value Fund)
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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)
5.4%
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(14) TYPE OF REPORTING PERSON
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 163616105
Item 1. Security and Issuer.
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This statement on Schedule 13D relates to the Common Stock,
Without Par Value (the "Common Stock") of Chemi-Trol Chemical Co., an Ohio
corporation (the "Company"). The address of the principal executive offices of
the Company is 2776 CR 69, Gibsonburg, Ohio 43431. The Reporting Persons (filing
as a group), are owners of shares of the Company's Common Stock.
Item 2. Identity and Background.
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(a) This statement is filed as a joint statement pursuant to
Rule 13d-1(f)(1) by (i) Edelman Value Partners, L.P., a Delaware limited
partnership ("Edelman Value Partners") with respect to the shares owned by it
(ii) Edelman Value Fund, Ltd., a British Virgin Islands corporation, ("Edelman
Value Fund") with respect to the shares owned by it, (iii) A..B. Edelman
Management Company, Inc., a New York corporation ("Edelman Management") as the
sole general partner for Edelman Value Partners, with respect to the shares
owned by Edelman Value Partners and (iv) Asher B. Edelman because of his
position as Investment Manager for Edelman Value Fund and because of his
position as President and sole Director of Edelman Management (collectively, the
"Reporting Persons").
The sole general partner of Edelman Value Partners is Edelman
Management. Edelman Value Fund's sole officer and director is Bayard Corporate
Services [BVI] Ltd. and the business address of its sole officer and director is
the Creque Building, P.O. Box 116, Road Town, Tortola, B.V.I. The names of the
director and executive officers of Edelman Management are set forth in Schedule
A hereto.
(b) The address of the principal business and principal
office of each of Edelman Management, and Edelman Value Partners is 717 Fifth
Avenue, New York, New York 10022. The principal business address of Edelman
Value Fund is the Creque Building, P.O. Box 116, Road Town, Tortola, B.V.I.
Asher B. Edelman maintains business offices in conjunction with the foregoing
entities.
(c) The principal business of Edelman Value Partners is that
of an investment partnership. The principal business of Edelman Value Fund is
that of an investment fund. The principal business of Edelman Management is that
of an investment manager. The principal occupations of Mr. Edelman and the
remaining executive officers of Edelman Management are set forth in Schedule A
hereto.
(d) None of the persons referred to in paragraph (a) above has
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has
during the last five years, 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 thereto.
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 163616105
(f) Asher B. Edelman is a citizen of the United States. All
other natural persons referred to above or in the Schedules attached hereto are
citizens of the United States except as noted in such Schedules.
Item 3. Source and Amount of Funds or Other consideration.
As of the date of this statement, the Reporting persons' net investment
cost (including commissions, if any) is $400,906.75 for the 36,300 shares owned
by Edelman Value Partners and $796,583.25 for the 71,350 shares owned by Edelman
Value Fund. Each entity made purchases of the Common Stock with its working
capital. Each entity possesses a portfolio containing shares other than those of
the Company which portfolio shares may, from time to time, be held in margin
accounts at major domestic brokerage firms which may have debit balances, and
which may, from time to time, be subject to security interests in favor of major
domestic or international lending institutions to secure working capital
advances. Since the portfolio securities are comprised of shares other than
those of the Company, it is highly impractical to determine the amount, if any,
borrowed with respect to the Company shares held in such general accounts or
comprising a portion of such collateral.
Item 4. Purposes of the Transaction.
The Reporting Persons have acquired the shares of the Company with a
view to making a profit.
The Reporting Persons intend to closely monitor developments at the
Company, especially concerning methods for maximizing shareholder value. The
Reporting Persons intend to meet with the management and other shareholders to
recommend possible actions for the Company to initiate in order to improve
shareholder value. In light of their view, the Reporting Persons have requested
a list of the common shareholders from the Company and may utilize the
information contained in the list to contact other shareholders with the goal of
securing support for their views regarding the enhancement of shareholder value
and other matters affecting the Company.
Depending on future developments, the plans of the Reporting Persons
may change. The Reporting Persons may from time-to-time (i) acquire additional
Shares (subject to availability at prices deemed favorable) in the open market,
in privately negotiated transactions or otherwise, or (ii) dispose of shares at
prices deemed favorable in the open market, in privately negotiated transactions
or otherwise, or (iii) act to institute measures to increase the value of the
Company's shares, subject to applicable securities laws, as, if and when such
acquisitions or sales are determined by the Reporting Persons, or any of them,
to be in their best interests.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of the outstanding shares of Common Stock
reported owned by each person referred to herein is based upon 2,004,930 shares
of Common Stock outstanding as of March 1, 1997, based upon information received
from the Company and as reported on the Company's 10K for the year ending
December 31, 1996.
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 163616105
As of the close of business on March 31, 1997:
(i) Edelman Management owns no shares of Common Stock. As sole general
partner of Edelman Value Partners, Edelman Management may be deemed, by the
provisions of Rule 13d-3, to be the beneficial owner of the 36,300 shares of
Common Stock owned by Edelman Value Partners. Such shares constitute
approximately 1.8% of the Common shares outstanding.
(ii) Edelman Value Partners owns 36,300 shares of Common Stock which
constitute approximately 1.8% of the Common shares outstanding.
(iii) Edelman Value Fund owns 71,350 shares of Common Stock which
constitute approximately 3.6% of the common shares outstanding.
(iv) Asher B. Edelman owns no shares of Common Stock. As the President and
sole Director of Edelman Management, which is the sole General Partner of
Edelman Value Partners, and as the Investment Manager of Edelman Value Fund,
Asher B. Edelman may be deemed, by the provisions of Rule 13d-3, to be the
beneficial owner of the 36,300 shares of Common Stock owned by Edelman Value
Partners and the 71,350 shares of Common Stock owned by Edelman Value Fund. Such
shares , in the aggregate, constitute 5.4% of the Common shares outstanding.
(b) Edelman Value Partners has the sole power to vote and
dispose of the shares owned by it, which power is exercisable by Mr. Edelman, as
President and sole Director of Edelman Management, which is the sole General
Partner of Edelman Value Partners.
Edelman Value Fund has the sole power to vote and dispose of
the shares owned by it, which power is exercisable by Mr. Edelman, as Investment
Manager.
(c) All transactions in the Common Stock within the 60 days
preceding this statement by the Reporting Persons and, to the best knowledge of
the Reporting Persons, by other persons referred to in Item 5(a) are reported on
Schedule A hereto. Except as otherwise noted, all such transactions were open
market transactions.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.__________________________________________________
Other than the relationships disclosed in other sections of this
statement, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any other person with respect to any securities of the Company.
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 163616105
Item 7. Material to be Filed as Exhibits.
The Reporting persons are parties to an Agreement Regarding Joint
Filing Under Section 13(d) of The Exchange Act dated March 26, 1997.
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 163616105
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: April 2, 1997
/S/_________________________________________
ASHER B. EDELMAN
Asher B. Edelman, individually and as attorney-in-fact
for each of Edelman Value Partners, Edelman
Value Fund, Ltd., and A. B. Edelman Management
Company, Inc. under powers of attorney
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 163616105
SCHEDULE A
Director and Executive Officers of
A. B. Edelman Management Company Inc.
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation
<S> <C> <C>
Asher B. Edelman Refer to Item 2(b) General Partner, Asco Partners, a general
partner of Edelman Securities Company (broker-
dealer) General Partner, Plaza Securities Company
(investment partnership); Chairman of the
Board and Chief Executive Officer,
Datapoint Corporation (telecommunication
company); Investment Manager, Edelman Value
Fund, Ltd., (investment entity) Chairman of the
Board, Canal Capital Corporation (real
estate and art operations)
<CAPTION>
Additional Executive Officers:
<S> <C> <C>
Irving Garfinkel 717 Fifth Avenue General Partner, Asco Partners, a general partner
New York, NY 10022 of Edelman Securities Company (broker-dealer);
General Partner and Controller, Plaza Securities
Company (investment partnership)
Gerald N. Agranoff 717 Fifth Avenue General Partner, Asco Partners, a general partner
New York, NY 10022 of Edelman Securities Company (broker-dealer);
General Partner and Counsel, Plaza Securities
Company (investment partnership)
</TABLE>
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 163616105
SCHEDULE B
Transactions in Chemi-Trol Chemical Co. Common Stock, Without Par Value
During Preceding 60 Days
<TABLE>
<CAPTION>
No. Shares
Date Name Bought (Sold) Price
<C> <S> <C> <C>
1/24/97 Edelman Value Fund 200 10.8750
2/27/97 Edelman Value Fund 50 11.0000
2/28/97 Edelman Value Partners 100 10.3500
3/26/97 Edelman Value Fund 2,500 9.9150
3/27/97 Edelman Value Fund 500 10.8000
3/27/97 Edelman Value Partners 500 10.8000
3/31/97 Edelman Value Fund 1,500 10.7900
3/31/97 Edelman Value Partners 2,500 10.7900
</TABLE>
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 163616105
EXHIBIT 1
AGREEMENT REGARDING JOINT FILING
UNDER SECTION 13(d) OF THE EXCHANGE ACT
FOR VALUE RECEIVED, the undersigned, effective as of March 26,
1997, hereby agree as follows:
1. Joint Filing Authorization. Each party hereto authorizes
ASHER B. EDELMAN to file on their behalf with the Securities & Exchange
Commission (the "SEC"), all appropriate exchanges and other appropriate parties,
as a joint filing for all of the undersigned parties pursuant to Rule
13d-1(f)(1)(iii), a statement of their beneficial ownership of the Common Stock,
Without Par Value of CHEMI-TROL CHEMICAL CO. (the "Company") on Schedule 13D as
promulgated by the SEC, including any pertinent amendments thereto, and
including, where applicable, additions or deletions to the group represented by
the undersigned.
2. Power of Attorney. Each party hereto hereby designates and
appoints ASHER B. EDELMAN as their attorney-in-fact, to take all actions and to
execute all documentation in their stead and on their behalf necessary or
prudent to effectuate the joint filings relating to the Company contemplated by
this Agreement, until revoked in writing by the party.
3. Binding on Heirs, Representatives, Successors and Assigns.
This Agreement shall be binding upon the undersigned and their respective
heirs, representatives, successors and assigns.
/s/_________________________________________
ASHER B. EDELMAN
EDELMAN VALUE PARTNERS, L.P., a Delaware limited
partnership, By: A. B.Edelman Management Company, Inc., a
New York corporation, General Partner
By: /s/_____________________________________
Asher B. Edelman, President
EDELMAN VALUE FUND, LTD., a British Virgin Islands
corporation
By: /s/______________________________________
Asher B. Edelman, Investment Manager
A. B. EDELMAN MANAGEMENT COMPANY, INC., a New York
corporation
By:/s/_______________________________________
Asher B. Edelman, President
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 163616105
