<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Amendment No. 3
Under the Securities Exchange Act of 1934
CONOLOG CORPORATION
-------------------
(Name of Issuer)
Common Stock, $1.00 par value
-----------------------------
(Title of Class of Securities)
208254409
--------------------------------------------------------
(CUSIP Number for Common Stock)
Robert S. Benou
Conolog Corporation
5 Columbia Road
Somerville, NJ 08876
(908) 722-8081
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 12, 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 [ ].
Check the following box if a fee is being paid with this
statement. [ ] (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than 5% of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of 5% or less of such class.)
Page 1 of 13 Pages
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CUSIP No. 208254409 for Common Stock Page 2 of 13 Pages
--------------------------
1) Name of Reporting Person: CNL Holdings, Inc.
SS or IRS Identification No. of Above Person:
---------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): OO
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: U.S.A.
-------------
Number of 7) Sole Voting None.
Shares Power:
Beneficially
Owned by Each
Reporting
Person With
8) Shared Voting None.
Power:
9) Sole CNL Holdings, Inc. owns
Dispositive 765,000 shares of Common
Power: Stock. All of such shares
are the subject of an
irrevocable proxy in favor
of Robert S. Benou,
President of the Issuer.
CNL Holdings, Inc. is
controlled by James R.
Solakian and Dune Holdings,
Inc.
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CUSIP No. 208254409 for Common Stock Page 3 of 13 Pages
--------------------------
10) Shared None.
Dispositive
Power:
11) Aggregate Amount Beneficially Owned by the Reporting
Persons: 765,000 shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 31.46%
of the Common Stock based on 2,431,963 shares of Common
Stock outstanding as of March 31, 1997.
14) Type of Reporting Person (See Instructions): CO
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CUSIP No. 208254409 for Common Stock Page 4 of 13 Pages
--------------------------
1) Name of Reporting Person: Dune Holdings, Inc.
SS or IRS Identification No. of Above Person:
---------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): OO
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: U.S.A.
-------------
Number of 7) Sole Voting None.
shares Power:
Beneficially
Owned by Each
Reporting
Person With
8) Shared Voting None.
Power:
9) Sole CNL Holdings, Inc. owns
Dispositive 765,000 shares of Common
Power: Stock. All of such shares
are the subject of an
irrevocable proxy in favor
of Robert S. Benou,
President of the Issuer.
CNL Holdings, Inc. is
controlled by James R.
Solakian and Dune Holdings,
Inc.
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CUSIP No. 208254409 for Common Stock Page 5 of 13 Pages
--------------------------
10) Shared None.
Dispositive
Power:
11) Aggregate Amount Beneficially Owned by the Reporting
Persons: 765,000 shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 31.46%
of the Common Stock based on 2,431,963 shares of Common
Stock outstanding as of March 31, 1997.
14) Type of Reporting Person (See Instructions): CO
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CUSIP No. 208254409 for Common Stock Page 6 of 13 Pages
--------------------------
1) Name of Reporting Person: Randolph K. Pace
SS or IRS Identification No. of Above Person:
---------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): OO
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: U.S.A.
-------------
Number of 7) Sole Voting None.
Shares Power:
Beneficially
Owned by Each
Reporting
Person With
8) Shared Voting None.
Power:
9) Sole CNL Holdings, Inc. owns
Dispositive 765,000 shares of Common
Power: Stock. All of such shares
are the subject of an
irrevocable proxy in favor
of Robert S. Benou,
President of the Issuer.
CNL Holdings, Inc. is
controlled by James R.
Solakian and Dune Holdings,
Inc.
<PAGE>
CUSIP No. 208254409 for Common Stock Page 7 of 13 Pages
--------------------------
10) Shared None.
Dispositive
Power:
11) Aggregate Amount Beneficially Owned by the Reporting
Persons: 765,000 shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 31.46%
of the Common Stock based on 2,431,963 shares of Common
Stock outstanding as of March 31, 1997.
14) Type of Reporting Person (See Instructions): IN
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CUSIP No. 208254409 for Common Stock Page 8 of 13 Pages
--------------------------
1) Name of Reporting Person: Judith Pace
SS or IRS Identification No. of Above Person:
---------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): OO
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: U.S.A.
-------------
Number of 7) Sole Voting None.
Shares Power:
Beneficially
Owned by Each
Reporting
Person With
8) Shared Voting None.
Power:
9) Sole CNL Holdings, Inc. owns
Dispositive 765,000 shares of Common
Power: Stock. All of such shares
are the subject of an
irrevocable proxy in favor
of Robert S. Benou,
President of the Issuer.
CNL Holdings, Inc. is
controlled by James R.
Solakian and Dune Holdings,
Inc.
<PAGE>
CUSIP No. 208254409 for Common Stock Page 9 of 13 Pages
--------------------------
10) Shared None.
Dispositive
Power:
11) Aggregate Amount Beneficially Owned by the Reporting
Persons: 765,000 shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 31.46%
of the Common Stock based on 2,431,963 shares of Common
Stock outstanding as of March 31, 1997.
14) Type of Reporting Person (See Instructions): IN
<PAGE>
CUSIP No. 208254409 for Common Stock Page 10 of 13 Pages
--------------------------
1) Name of Reporting Person: James R. Solakian
SS or IRS Identification No. of Above Person:
---------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): OO
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: U.S.A.
-------------
Number of 7) Sole Voting None.
Shares Power:
Beneficially
Owned by Each
Reporting
Person With
8) Shared Voting None.
Power:
9) Sole CNL Holdings, Inc. owns
Dispositive 765,000 shares of Common
Power: Stock. All of such shares
are the subject of an
irrevocable proxy in favor
of Robert S. Benou,
President of the Issuer.
CNL Holdings, Inc. is
controlled by James R.
Solakian and Dune Holdings,
Inc.
<PAGE>
CUSIP No. 208254409 for Common Stock Page 11 of 13 Pages
--------------------------
10) Shared None.
Dispositive
Power:
11) Aggregate Amount Beneficially Owned by the Reporting
Persons: 765,000 shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 31.46%
of the Common Stock based on 2,431,963 shares of Common
Stock outstanding as of March 31, 1997.
14) Type of Reporting Person (See Instructions): IN
<PAGE>
CUSIP No. 208254409 for Common Stock Page 12 of 13 Pages
--------------------------
This amends and supplements the statement on Schedule 13D, as amended
(the "Schedule 13D"), filed with the Securities and Exchange Commission by
members of a group consisting of CNL Holdings, Inc., Dune Holdings, Inc.,
Randolph K. Pace, Judith Pace, and James R. Solakian (collectively, the
"Reporting Persons") with respect to their ownership of common stock, par value
$1.00 per share ("Common Stock"), of Conolog Corporation, a Delaware
corporation (the "Company"). Unless otherwise indicated, the information set
forth in the Schedule 13D remains unchanged. Unless otherwise defined herein,
all capitalized terms used herein shall have the meanings ascribed to them in
the previous filings of Schedule 13D.
ITEM 5. INTEREST IN SECURITY OF THE ISSUER
(a) The Reporting Persons owns 765,000 shares of Common Stock,
representing an aggregate of 31.46% of the Issuer's Common Stock.
(b) The Reporting persons do not have sole power to vote or direct the
vote of the shares of Common Stock. The Reporting Persons have the sole power
to dispose or to direct the disposition of such shares. The shares of Common
Stock owned by the Reporting persons are the subject of an irrevocable proxy
issued by the Reporting Persons' in favor of Robert S. Benou, as President of
the Issuer.
(c) On May 12, 1997 CNL Holdings, Inc. sold, through a
broker-dealer, 510,000 shares of Common Stock at $2 3/8 per
share.
(d) Not Applicable.
(e) Not applicable.
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CUSIP No. 208254409 for Common Stock Page 13 of 13 Pages
--------------------------
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.
Dated: May 19, 1997
CNL Holdings, Inc.
By: /s/Randolph K. Pace
----------------------------------
Randolph K. Pace, President
and Individually
/s/Judith Pace
----------------------------------
Judith Pace, Secretary and
Treasurer, and Individually
/s/James R.Solakian
----------------------------------
James R. Solakian,Individually
Dune Holdings, Inc.
By:/s/ Randolph K. Pace
----------------------------------
Randolph K. Pace, President
and Individually
/s/Judith Pace
----------------------------------
Judith Pace, Secretary and
Treasurer, and Individually
