UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Conolog Corporation
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
208254-40-9
(CUSIP Number)
Arnold N. Bressler, Esq.
One Pennsylvania Plaza, 49th Floor, New York, New York 10119-0165
- (212) 594-5300
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 1, 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 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-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 coverage 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).
I:\CORP\CONOLOG\78120IM.13S
CUSIP NO. 208254-40-9 PAGE 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT S. BENOU
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a. o
b. x
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e):
o
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
710,039
- ----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
- ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
200,039
- ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710,039
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
CUSIP NO. 208254-40-9 PAGE 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARPAD J. HAVASY
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a. o
b. x
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e):
o
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
50,126
- ----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
- ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
50,126
- ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,126
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
The initial Schedule 13D of Robert S. Benou and Arpad J. Havasy
(the "Schedule 13D") relating to the common stock, par value $1.00
per share (the "New Common Stock"), issued by Conolog Corporation
is hereby amended by this Amendment No. 5 as follows:
Item 1.
This Amendment relates to the shares of common stock, par value
$1.00 per share, of Conolog Corporation, a Delaware corporation
(the "Company"). The address of the principal executive office
of the Company is 5 Columbia Road, Somerville, New Jersey 08876.
Item 4. Purpose of Transaction.
(a) The Board of Directors of the Company has granted
Mr. Benou and Mr. Havasy restricted stock awards in the
amount of 200,000 shares and 50,000 shares, respectively,
of the Company's Common Stock.
Additionally, the 1,575,000 shares which CNL Holdings, Inc.
("CNL Holdings") had an option to acquire from The Chase
Manhattan Bank, and over which Mr. Benou has the power to
vote, were acquired by CNL Holdings and, except for 510,000
shares, were subsequently sold.
Mr. Benou and Mr. Havasy also sold, from time to time, in
open market transactions in small amounts, most of their
own personal holdings.
Item 5. Interest in Securities of the Issuer.
(a) - (b) Mr. Benou is the beneficial owner of 710,039 shares
of New Common Stock. This represents 7.1% of the Company's issued
and outstanding New Common Stock. Mr. Benou's beneficial ownership
is comprised of (i) 200,039 shares over which he has sole voting
and dispositive power and (ii) 510,000 shares owned by CNL Holdings
over which Mr. Benou has sole voting power.
Mr. Havasy is the beneficial owner of 50,126 shares of New
Common Stock, representing, 1.8% of the Company's issued and
outstanding shares, over which he has sole voting and
dispositive power.
(c) Mr. Benou and Mr. Havasy were granted stock by the Board of
Directors on June 1, 1997.
Messrs. Benou and Havasy each disclaims beneficial ownership
of the shares owned by the other.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
As previously reported, pursuant to an Irrevocable Proxy
dated September 12, 1996, Mr. Benou has the sole power to
vote the shares held by CNL Holdings.
SIGNATURES
After reasonable inquiry, and to the best of the knowledge
and belief of each of the undersigned, each of the undersigned
hereby certifies that the information set forth in this
statement is true, complete and correct.
/S/
Robert S. Benou
/S/
Arpad J. Havasy
Dated: October 24, 1997
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