SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 8
CompuDyne Corporation
_____________________
(Name of Issuer)
Common Stock (Par Value $.75 Per Share)
_______________________________________
(Title of Class of Securities)
20479530 6
______________
(CUSIP Number)
Corcap, Inc.
90 State House Square
Hartford, Connecticut 06103-3720
203-247-7611
with a copy to:
Kathleen A. Maher, Esq.
Tyler Cooper & Alcorn
205 Church Street
P.O. Box 1936
New Haven, CT 06509-1910
(203) 784-8234
_______________________________________________________
(Name, address and telephone number of person authorized
to receive notices and communications)
September 15, 1995
(Dates of events which require
filing of this Statement)
If the filing person has previously filed a statement on Schedule
13D 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 this statement [ ].
CUSIP No. 20479530 6
____________________
(1) Name of Reporting Person; I.R.S. Id. Nos.:
Corcap, Inc. 06-1237135
(2) Check the Appropriate Box if a Member of a Group:
(a) ____ (b) ____
(3) SEC USE ONLY:
(4) Source of Funds: (OO)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
(6) Citizenship or Place of Organization: Nevada
Number of Shares Beneficially Owned by Reporting Person With:
(7) Sole Voting Power: 446,881
(8) Shared Voting Power: 0
(9) Sole Dispositive Power: 446,881
(10) Shared Dispositive Power: 0
(11) Aggregate Amount Beneficially Owned By Reporting Person: 446,881
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
(13) Percent of Class Represented by Amount in Row (11):
25.5% Based on Issued and Outstanding; 12.6% Fully Diluted
(14) Type of Reporting Person: CO
ITEM 1. SECURITY AND ISSUER.
The class of securities to which this Schedule 13D relates is the
common stock, par value $0.75 per share ("Common Stock") of CompuDyne
Corporation ("CompuDyne"), a Pennsylvania corporation. The address of
CompuDyne's principal executive offices is 90 State House Square,
Hartford, Connecticut 06103-3720 through October 31, 1995. After such
date, its address will be 120 Union Street, Willimantic, Connecticut
06206.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Amendment is filed by Corcap, Inc., a Nevada
corporation ("Corcap"), whose address and principal place of business is
located at 90 State House Square, Hartford, Connecticut 06103-3720.
(d) and (e) Neither Corcap nor, to the best knowledge of Corcap,
any executive officer, director or controlling person of Corcap has,
during the last five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), or has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he or she 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.
Corcap is reporting the disposition of 224,000 shares of CompuDyne
Common Stock. Corcap is not reporting the purchase of any securities.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the disposition of the 224,000 shares reported in
this Schedule 13D is to satisfy Corcap's minimum funding obligations for
the 1992, 1993 and 1994 Plan Years of two of its employee pension plans:
Corcap, Inc. Pension Plan 1A ("Plan 1A") and Corcap Inc. Pension Plan 6B
("Plan 6B")(Plan 1A and Plan 6B are collectively referred to as the
"Constituent Plans"), as required under Section 412 of the Internal
Revenue Code of 1986, as amended (the "Code"), in the amount of
approximately $448,000. The Constituent Plans comprise, and are
administered through, a single trust: the Corcap, Inc. Pooled Pension
Investment Trust (the "Trust"). Corcap has contributed 143,600 shares of
Common Stock to Plan 1A and 80,400 shares of Common Stock to Plan 6B
(together, the "Shares"). The making of such contributions in property
may constitute a "prohibited transaction" within the meaning of
Section 4975 of the Code and Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). Corcap intends to
file an application with the Department of Labor ("DoL") seeking
Prohibited Transaction Exemptions with respect to the transfer of the
Shares of Common Stock to each of the respective Constituent Plans.
Under an Agreement, dated as of September 6, 1995, among Corcap, Plan 1A
and Plan 6B, the contribution of the Shares to each of the Constituent
Plans has been made conditional upon the DoL granting the relief sought
under the Prohibited Transaction Exemptions application. In the event
the DoL does not grant the relief sought under the application for the
Prohibited Transaction Exemptions, the Trustee of the Constituent Plans
will promptly return the shares to Corcap. Unless and until such return
is required, the Trustee of the Constituent Plans will be deemed the
record and beneficial owner (in trust) of the Shares.
Corcap has no present plans or proposals which relate to, or would
result in, an extraordinary corporate transaction, such as a merger,
reorganization or liquidation of CompuDyne, the sale or transfer of a
material amount of the assets of CompuDyne, any change in the present
management of CompuDyne, any material change in the present
capitalization or dividend policy of CompuDyne, any other material change
in CompuDyne's business or corporate structure, any changes in
CompuDyne's charter or by-laws which may impede the acquisition of
control of CompuDyne by any person, causing any class of securities of
CompuDyne to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association, causing
any class of equity securities of CompuDyne becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, or any action similar to
those enumerated above. Corcap may sell its remaining holdings over time
under applicable rules of the Securities Act of 1933, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Corcap now has beneficial ownership of 446,881 of CompuDyne's
Common Stock which is approximately 25.5% of CompuDyne's issued and
outstanding stock as of September 15, 1995, or 12.6% on a fully diluted
basis (as more fully described in Amendment No. 7 to this Schedule 13D).
(b) Corcap has the sole power to vote or direct the vote of, and
the sole power to dispose or direct the disposition of, the 446,881
shares of CompuDyne Common Stock reported in this Amendment.
(c) None.
(d) Corcap is aware of no other person having any right to receive
or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the 446,881 shares of CompuDyne Common Stock
beneficially owned by Corcap.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in prior amendments to this Schedule 13D, Corcap
has no contracts, arrangements, understandings or relationships
concerning the CompuDyne Common Stock which relate to such matters as
transfer or voting of any such securities, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies, and no such
contract, arrangement, understanding or relationship exists between
Corcap and CompuDyne.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Agreement by and between Corcap, Inc. and Corcap, Inc. Pension
Plan No. 1A and Corcap, Inc. Pension Plan No. 6B, dated September 6,
1995.
SIGNATURES
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.
Date: September 25, 1995
CORCAP, INC.
/s/ Diane Burns, President
By____________________________
Diane Burns, President
AGREEMENT
AGREEMENT, dated as of September 6, 1995, between CORCAP, INC., a
Nevada corporation (the "Corporation"), and CORCAP, INC. PENSION PLAN NO.
1A ("Plan 1A") acting herein by and through MARTIN ROENIGK, TRUSTEE; and
CORCAP PENSION PLAN NO. 6B ("Plan 6B") acting herein by and through
MARTIN ROENIGK, TRUSTEE (Plan 1A and Plan 6B are collectively referred to
herein as the "Plans"; MARTIN ROENIGK, as Trustee of Plan 1A, is referred
to herein as the "Plan 1A Trustee";, and MARTIN ROENIGK, as Trustee of
Plan 6B, is referred to herein as the "Plan 6B Trustee").
WHEREAS, the Corporation intends to contribute 143,600 shares of
CompuDyne Common Stock, par value $.75 per share "(Compudyne Common
Stock"), to Plan 1A and 80,400 shares (collectively, the "Shares") of
CompuDyne Common Stock to Plan 6B in satisfaction of its minimum funding
obligations for the 1992, 1993 and 1994 Plan Years of each of the Plans,
as required under Section 412 of the Internal Revenue Code of 1986, as
amended (the "Code"); and
WHEREAS, the making of such contribution in property constitutes a
"prohibited transaction" within the meaning of Section 4975 of the Code
and Section 406 of the Employee Retirement Income Security Act of 1974,
as amended; and
WHEREAS, the Corporation intends to file an application with the
Department of Labor ("DoL") seeking a Prohibited Transaction Exemption
with respect to the transfer of the Shares to each of the respective
Plans; and
WHEREAS, the contribution of the Shares to each of the Plans has
been made conditional upon the DoL granting the relief sought under the
prohibited Transaction Exemption application;
NOW THEREFORE, for and in consideration of the premises and other
good and valuable consideration, the receipt of which is hereby
acknowledged, and intending to be legally bound, the parties hereto
covenant and agree as follows:
1. CONTRIBUTION OF SHARES. The Corporation shall transfer
143,600 shares of CompuDyne Common Stock to the Plan 1A Trustee and
80,400 shares of CompuDyne Common Stock to the Plan 6B Trustee no later
than September 15, 1995 to satisfy the Corporation's minimum funding
obligation under Section 412 of the Code for the Plan Years of the
respective Plans ended December 31, 1992, December 31, 1993 and December
31, 1994. Such transfer shall, with respect to each Plan, be conditional
upon the receipt of the Prohibited Transaction Exemption described in
Paragraph 2 below. Upon such transfer, the Trustee of the respective
Plans shall be deemed the record and beneficial owner (in trust) of the
portion of the Shares transferred to him for all purposes.
2. PROHIBITED TRANSACTION EXEMPTION APPLICATION. The
Corporation shall file applications for Prohibited Transaction
Exemptions, acceptable in form and substance to the respective Plan 1A
Trustee and the Plan 6B Trustee, with the DoL as soon as practicable and
shall provide each Trustee with evidence of the same. The Corporation
shall provide each Trustee with a copy of all correspondence between the
Corporation and the DoL relating to such application promptly upon
receipt of the same by the Corporation.
3. RETURN OF SHARES. In the event the DoL does not grant the
relief sought under the applications for Prohibited Transaction
Exemptions, each Trustee shall promptly return to the Corporation the
portion of the Shares transferred to him pursuant hereto by the
Corporation. Upon such return, the Corporation shall be deemed the
record and beneficial owner of the Shares for all purposes.
4. RESTRICTIONS ON TRANSFER, ENCUMBRANCES, ETC. Unless and
until the DoL grants the relief sought under the exemption application,
neither Trustee shall sell, transfer, assign or otherwise dispose of the
portion of the Shares transferred to him by the Corporation hereunder,
nor shall he, directly or indirectly, create, incur, issue, assume or
suffer to exist, contingently or otherwise, any lien, hypothecation or
other encumbrance upon the Shares; provided, however, that the Trustee
may sell the shares so long as the net sales price for the shares is in
excess of $2.00 per share.
5. INDEMNIFICATION. To the greatest extent permitted by law,
the Corporation agrees to indemnify and hold harmless each Trustee and
the respective Plans (each, an "Indemnified Party") from and against any
and all claims, liabilities, losses and damages (or actions in respect
thereof), including reasonable attorney's fees, in any way related to or
arising out of this Agreement or the transfer of the Shares to the Plans.
If any action is brought against either Trustee or either of the
Plans in respect of which indemnity may be sought against the Corporation
pursuant to the foregoing paragraph, the Indemnified Party shall promptly
notify the Corporation in writing of the institution of such action and
the Corporation shall assume the defense of such action, including the
employment of counsel and payment of expenses. Each Indemnified Party
shall have the right to employ its or their own counsel in any such case,
but the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless the employment of such counsel shall
have been authorized in writing by the Corporation in connection with the
defense of such action or the Corporation shall not have employed counsel
to have charge of the defense of such action, in which event such fees
and expenses shall be borne by the Corporation.
The Corporation shall not be liable for any settlement of any such
action or proceeding effected without the Corporation's written consent,
which consent shall not be unreasonably withheld.
6. COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts, any one of which need not contain the
signatures of more than one party, but all such counterparts taken
together will constitute one and the same Agreement.
7. DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part
of this Agreement.
8. GOVERNING LAW. THIS AGREEMENT AND THE RESPECTIVE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CONNECTICUT.
IN WITNESS WHEREOF, the parties hereto have execute this Agreement
on the date first above written.
CORCAP, INC.
/s/ Diane Burns
By____________________________
Diane Burns
President
CORCAP, INC. PENSION PLAN NO.1A
BY MARTIN ROENIGK, TRUSTEE
/s/ Martin Roenigk
By________________________________
MARTIN ROENIGK, TRUSTEE
CORCAP PENSION PLAN NO. 6B
BY MARTIN ROENIGK, TRUSTEE
/s/ Martin Roenigk
By_______________________________
MARTIN ROENIGK, TRUSTEE
