October 24, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Conolog Corporation
Ladies and Gentlemen:
Enclosed for filing via EDGAR is Amendment No. 1 to the
Definitive Information Statement of Conolog Corporation filed on
September 27, 1997 which has been marked to show changes. The
changes made relate to the record date and date of meeting.
Very truly yours,
MILBERG WEISS BERSHAD
HYNES & LERACH LLP
By____________________________
Diane Phillips
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement
CONOLOG CORPORATION
- ----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------------------
(Name of Person(s) Filing Information Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii) or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
4) Proposed maximum aggregate value of transaction:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $125.00
2) Form, Schedule or Registration Statement No.: Schedule 14C Information
3) Filing Party: Conolog Corporation
4) Date Filed: September 27, 1996
<PAGE>
CONOLOG CORPORATION
5 Columbia Road
Somerville, New Jersey 08876
NOTICE OF MEETING OF SHAREHOLDERS
November 418, 1996
To the Shareholders of
Conolog Corporation:
NOTICE IS HEREBY GIVEN that a Meeting of Shareholders of
Conolog Corporation, a Delaware corporation (the "Corporation"),
will be held at the offices of Milberg Weiss Bershad Hynes & Lerach
LLP, One Pennsylvania Plaza, 49th Floor, New York, New York 10119
on Monday, November (4)18, 1996, at 6:30 p.m., local time, for the
following purposes:
1. To consider and act upon a proposal to approve an
amendment to the Certificate of Incorporation to
increase the total number of authorized shares of all
classes of stock from 6,500,000 of which 500,000
shares are classified as Preferred Stock and 6,000,000
shares are classified as Common Stock to 22,000,000
shares of which 2,000,000 shares will be classified as
Preferred Stock and 20,000,000 shares will be
classified as Common Stock.
2. To transact such other business as may properly come
before the meeting or any adjournment or adjournments
thereof.
The Board of Directors has fixed the close of business on
(September 30)October 11, 1996 as the record date for the
determination of shareholders entitled to notice of and to vote at
the Meeting of Shareholders; and only shareholders of record at
such time will be entitled to receive notice of and to vote at the
meeting.
By Order of the Board of Directors,
ROBERT S. BENOU
President
Somerville, New Jersey
October (18)22, 1996
WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
<PAGE>
CONOLOG CORPORATION
5 Columbia Road
Somerville, New Jersey 08876
I N F O R M A T I O N S T A T E M E N T
for
MEETING OF SHAREHOLDERS
to be held November 418, 1996
October (18)22, 1996
This information statement is furnished by the Board of
Directors of Conolog Corporation, a Delaware corporation (the
"Corporation"), in connection with the Meeting of Shareholders (the
"Meeting") to be held at the offices of Milberg Weiss Bershad Hynes
& Lerach LLP, One Pennsylvania Plaza, 49th Floor, New York, New
York 10119, on Monday, November (4)18, 1996, at 6:30 p.m., local
time, and any adjournments thereof, for the purposes set forth in
the accompanying Notice of Meeting. Only shareholders of record at
the close of business on (September 30)October 11, 1996 will be
entitled to vote at such meeting. The principal executive office
of the Corporation is 5 Columbia Road, Somerville, New Jersey
08876, and its telephone number is (908) 722-8081.
MANAGEMENT OF THE CORPORATION IS NOT SOLICITING PROXIES
FOR THIS MEETING AND YOU ARE REQUESTED NOT TO SEND THE CORPORATION
A PROXY.
Robert S. Benou, President and Arpad Havasy, Executive
Vice President, Secretary and Treasurer of the Corporation and The
Chase Manhattan Bank, formerly known as Chemical Bank, own a total
of 52.2% of the issued and outstanding shares of Common Stock of
the Corporation and have each indicated that they will vote their
shares in favor of the increase in authorized shares of stock
described below.
OUTSTANDING SHARES
The number of outstanding shares entitled to vote at the
meeting is 1,031,963 shares of Common Stock, par value $1.00 per
share, each of which shares is entitled to one vote. The presence
in person at the Meeting of the holders of a majority of the shares
shall constitute a quorum. There is no cumulative voting. Assuming
the presence of a quorum at the meeting, the affirmative vote of a
majority of the total outstanding common shares is necessary to
approve the Amendment to the Certificate of Incorporation.
Abstentions and broker non-votes will have the same
effect as a "no" vote with respect to the proposal to amend the
Certificate of Incorporation.
PRINCIPAL SHAREHOLDERS
The following table sets forth as of September 15, 1996,
information concerning the only persons who are known by the
Corporation to own beneficially more than 5% of the outstanding
shares of Common Stock of the Corporation and information
concerning ownership of outstanding shares of Common Stock by all
present directors and officers of the Corporation as a group:
Name and Address Number of Shares Percent
of Beneficial Owner Beneficially Owned of Class
____________________ __________________ ________
Robert S. Benou(1) 1,904,614 (2) 78.3%
Arpad J. Havasy(1) 33,937 3.3%
The Chase Manhattan Bank, 1,775,000 (3) 72.9%
formerly Chemical Bank
270 Park Avenue
New York, New York 10017
CNL Holdings, Inc. 1,775,000 (4) 72.9%
750 Lexington Avenue
New York, New York 10022
All directors and officers 1,939,096 (2) 79.7%
as a group (5 persons)
(1) The address for these individuals is c/o Conolog Corporation,
5 Columbia Road, Somerville, New Jersey 08876.
(2) This amount includes 1,775,000 shares which CNL Holdings, Inc.
("CNL Holdings") has an option to acquire from The Chase
Manhattan Bank, formerly known as Chemical Bank (the "Bank") of
which 375,000 shares are presently owned by the Bank and
1,400,000 shares may be acquired pursuant to the Bank's
conversion right under the Conolog Corporation Allonge, dated as
of September 11, 1996 by and between the Corporation and the
Bank (the "Allonge"), over which Mr. Benou will have sole power
to vote in the event CNL Holdings exercises its option to
purchase the Bank's 375,000 shares and exercises the conversion
right under the Allonge. See "Transactions Among the
Corporation, The Chase Manhattan Bank and CNL Holdings, Inc."
(3) This amount includes 375,000 shares presently owned by the Bank
and 1,400,000 shares which may be acquired pursuant to the
conversion right under the Allonge. See "Transactions Among the
Corporation, The Chase Manhattan Bank and CNL Holdings, Inc."
(4) This amount includes 375,000 shares presently owned by the Bank
and 1,400,000 shares which may be acquired pursuant to the
conversion right under the Allonge which CNL Holdings has the
option to acquire until April 15, 1997. See "Transactions Among
the Corporation, The Chase Manhattan Bank and CNL Holdings,
Inc."
PROPOSAL TO AMEND CERTIFICATE OF INCORPORATION
The Board of Directors is recommending that the
shareholders approve the amendment to the Corporation's Amended
Certificate of Incorporation to increase the total number of shares
of all classes of stock which the Corporation is authorized to
issue from six million five hundred thousand (6,500,000) shares of
which six million (6,000,000) shares are classified as Common
Stock and five hundred thousand (500,000) shares are classified as
Preferred Stock to twenty two million (22,000,000) shares of which
twenty million (20,000,000) shares will be classified as Common
Stock and two million (2,000,000) shares will be classified as
Preferred Stock. The increase in capital stock will enable the
Corporation to facilitate the transactions described below and to
provide the Corporation's Board of Directors with the ability to
use the Corporation's stock as incentive compensation to employees
and in corporate transactions without having to seek further
stockholder approval. While the increase in authorized Common
Stock will not change substantially the rights of holders of the
Corporation's Common Stock, the consummation of the transactions
described below may have a dilutive, and therefore depressive,
effect on the market price of the Common Stock. The issuance of
additional Preferred Stock may have dividend, liquidation,
conversion, voting or other rights that could adversely affect the
voting power or other rights of the holders of Common Stock.
If the amendment is approved by the Corporation's
stockholders, the Corporation will file an Amendment to its Amended
Certificate of Incorporation with the Secretary of State of
Delaware promptly after the Meeting. The increase in authorized
capital stock will become effective on the filing of the
Certificate of Amendment.
TRANSACTIONS AMONG THE CORPORATION,
THE CHASE MANHATTAN BANK AND CNL HOLDINGS, INC.
The Corporation and The Chase Manhattan Bank
The principal amount owing to the Bank under the Amended
and Restated Term Loan Agreement dated as of August 2, 1995 between
the Corporation and the Bank (the "Loan") at June 30, 1996 was
$1,012,500 and the unpaid accrued interest was $50,000. The Bank
and the Corporation have entered into the Conolog Corporation
Allonge, dated as of September 11, 1996, pursuant to which the
Amended and Restated Term Note dated as of August 2, 1995 between
the Corporation and the Bank (the "Note") was amended to permit the
conversion by the Bank of the unpaid principal and interest due
under the Note into 1,400,000 shares of the Corporation's Common
Stock on or before April 16, 1997. The conversion right may be
exercised by the Bank or its assignee. The Bank has agreed to
defer all payments of principal and interest under the Note until
April 16, 1997.
The Bank and CNL Holdings, Inc.
The Bank and CNL Holdings, Inc. ("CNL Holdings") have
entered into an Option and Purchase, Sale and Assignment Agreement
dated as of September 12, 1996 (the "Option Agreement"). Under the
Option Agreement the Bank has granted an option to CNL Holdings to
purchase all of the Bank's interest in (i) the Loan, (ii) the Note
and (iii) the 375,000 shares of the Corporation's Common Stock
owned by the Bank. CNL Holdings paid $150,000 to the Bank for the
option, which has an exercise price of $1,500,000 and an expiration
date of April 15, 1997.
The Corporation and CNL Holdings
The Corporation and CNL Holdings have entered into an
agreement dated as of September 12, 1996, (the "Agreement") whereby
CNL Holdings has agreed to lend up to $2,500,000 to the Corporation
under certain circumstances and the Corporation has agreed to file
a registration statement (the "Registration Statement") with the
Securities and Exchange Commission to register the 375,000 shares
of Common Stock owned by the Bank and the 1,400,000 shares of
Common Stock into which the Note is convertible (collectively, the
"Acquired Shares").
The proceeds of the sale of the Acquired Shares will be
applied as follows: the first $1,500,000 will be paid to CNL
Holdings for the payments made to the Bank pursuant to the Option
Agreement; 50% of the balance, up to $2,500,000, will be loaned to
the Corporation (the "Loans") within five days of CNL Holdings'
receipt of the proceeds.
Each loan will be evidenced by a Note bearing interest at
the rate of 4% per annum and will be due 12 months from the date of
such Loan. At maturity, the Corporation will have the option to
pay each Loan, together with all accrued interest thereon, by
issuing shares of a new Series C Preferred Stock (the "Series C
Preferred") having a value of $5.00 per share for purposes of such
repayment.
The Series C Preferred will be non-voting and carry a
cumulative dividend of 8% per annum which may be payable by the
issuance of shares of Common Stock valued at $5.00 per share up to
a maximum of 40,000 shares per annum. The Series C Preferred will
be convertible into common stock at the rate of one share of common
stock for each share of Series C Preferred and have a liquidating
preference of $5.00 per share.
The Agreement also provides that for the two year period
commencing on the issuance of any shares of Series C Preferred (the
"Registration Period") CNL Holdings may elect to include its Series
C Preferred in any post-effective amendment to the Registration
Statement or any new registration statement under the Securities
Act of 1933, as amended. In addition, the Agreement also provides
that during the Registration Period, CNL Holdings may give notice
to the Corporation to the effect that it desires to register its
shares under the Act for public distribution in which case the
Corporation will file a post-effective amendment to a then current
registration statement or a new registration statement.
The Corporation believes that the foregoing transactions,
collectively, benefit the Corporation and its stockholders. In the
event CNL Holdings exercises its option under the Option Agreement
and exercises the conversion right under the Note and the
Agreement, and the offering of the Acquired Shares is successful,
the Corporation's default under the Loan will be eliminated and the
Corporation has the opportunity to, in effect, exchange its debt
for Preferred Stock.
CERTAIN TRANSACTIONS
Except as otherwise hereinabove set forth, no interested
or affiliated person of the Corporation has had any material
interest, direct or indirect, in any material transaction since the
beginning of the fiscal year ended July 31, 1996 to which the
Corporation was or is to be a party.
FINANCIAL STATEMENTS
The Balance Sheet at July 31, 1995 and the Statements of
Operations, Cash Flows and Shareholders' Equity for the year ended
July 31, 1995 are contained in the Annual Report which is being
mailed along with this information statement. The Balance Sheet at
April 30, 1996 and the Statement of Operations, Cash Flows and
Shareholders' Equity for the quarter ended April 30, 1996 are
contained in the Quarterly Report being mailed along with this
information statement.
INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation's independent public accounts, Rosenberg
Rich Baker Berman & Company, are expected to be represented at the
meeting, will have the opportunity to make a statement if they wish
and will be available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors does not intend to bring before
the meeting any matters other than those mentioned above and is not
aware of any matters that others may bring before the meeting.
By Order of the Board of Directors,
ROBERT S. BENOU
President
<PAGE>
Certificate of Amendment
of
Certificate of Incorporation
of
Conolog Corporation
_________________________________________________________________
Under Section 242 of the
Delaware General Corporation Law
_________________________________________________________________
Conolog Corporation, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation") hereby
certifies as follows:
1. The Certificate of Incorporation of the Corporation
is hereby amended by changing the article thereof numbered fourth
so that, as amended, said Article FOURTH shall be and read as
follows:
"FOURTH: The total number of shares of all classes of
stock which the Corporation is authorized to issue is twenty-two
million (22,000,000) shares of which two million (2,000,000) shares
having a par value of $.50 per share are to be classified as
Preferred Stock and twenty million (20,000,000) shares, having a
par value of $1.00 per share are to be classified as Common Stock.
Each one hundred (100) shares of the Corporation's Common
Stock, par value $.01 per share, issued and outstanding as of the
close of business on August 17, 1995 shall be converted and
reclassified into one (1) share of the Corporation's Common Stock
par value $1.00 per share, so that each share of the Corporation's
Common Stock, $.01 par value, issued and outstanding is hereby
converted and reclassified. No fractional interests resulting from
such conversion shall be issued, but in lieu thereof, the
Corporation will pay cash for each currently issued and outstanding
share of Common Stock, par value $.01 per share, representing such
fractional interest at a price equal to the average of the closing
bid and ask prices of the Corporation's Common Stock as reported on
the OTC Bulletin Board on August 16, 1995."
2. The foregoing amendment has been duly adopted in
accordance with the provisions of Section 242 of the General
Corporation law of the State of Delaware by the vote of a majority
of each class of outstanding stock of the Corporation entitled to
vote thereon.
<PAGE>
IN WITNESS WHEREOF, we have signed this Certificate this
____(18th) day of (September)November, 1996.
_____________________________
Robert S. Benou, President
ATTEST:
______________________________
Arpad J. Havasy, Secretary
