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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Amendment No. 2
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)
March 27, 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.)
Exhibit Index Page 1 of 19 Pages
is located at page 15.
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CUSIP No. 208254409 for Common Stock Page 2 of 19 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 1,275,000 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 19 Pages
10) Shared None.
Dispositive
Power:
11) Aggregate Amount Beneficially Owned by the Reporting
Persons: 1,275,000 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): 52% 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 19 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 1,275,000 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 19 Pages
10) Shared None.
Dispositive
Power:
11) Aggregate Amount Beneficially Owned by the Reporting
Persons: 1,275,000 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): 52% 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 19 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 1,275,000 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 7 of 19 Pages
10) Shared None.
Dispositive
Power:
11) Aggregate Amount Beneficially Owned by the Reporting
Persons: 1,275,000 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): 52% 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 19 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 1,275,000 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 9 of 19 Pages
10) Shared None.
Dispositive
Power:
11) Aggregate Amount Beneficially Owned by the Reporting
Persons: 1,275,000 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): 52% 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 10 of 19 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 1,275,000 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 11 of 19 Pages
10) Shared None.
Dispositive
Power:
11) Aggregate Amount Beneficially Owned by the Reporting
Persons: 1,275,000 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): 52% 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 12 of 19 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As described in Item 6 of the Schedule 13D, CNL paid $150,000 for the
option to purchase 375,000 shares of Common Stock and a promissory note
convertible into 1,400,000 shares of Common Stock of the Issuer (the Note ). The
balance under the option (as of March 15, 1997) was $750,000(evidencing an
option to purchase 241,667 shares of Common Stock and the Note, convertible into
1,333,333 shares of Common Stock). On March 26, 1997, CNL exercised a portion of
its option to purchase shares of Common Stock, by purchasing a portion of the
principal amount of the Note ($720,000) and converted such portion of the Note
into 240,000 shares of Common Stock at $3.00 per share, leaving a balance due
under the option at $30,000. On March 27, 1997, CNL exercised the remaining
portion of the option in consideration of $30,000. On such date, the remaining
portion of the Note was converted into 1,093,333 shares of Common Stock and the
Bank transferred 241,667 shares of Common Stock to CNL. The source of funds were
loans to CNL by its shareholders, to wit, Dune ($637,500) and James R. Solakian
($112,500).
ITEM 5. INTEREST IN SECURITY OF THE ISSUER
(a) The Reporting Persons owns 1,275,000 shares of Common Stock,
representing an aggregate of 52% 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
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CUSIP No. 208254409 for Common Stock Page 13 of 19 Pages
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) As described in Item 6 of the Schedule 13D, CNL paid $150,000 for the
option to purchase 375,000 shares of Common Stock and the Note (convertible into
1,400,000 shares of Common Stock of the Issuer). The balance under the option
(as of March 15, 1997) was $750,000 (evidencing an option to purchase 241,667
shares of Common Stock and the Note, convertible into 1,333,333 shares of Common
Stock). On March 26, 1997, CNL exercised a portion of its option to purchase
shares of Common Stock, by purchasing a portion of the principal amount of the
Note ($720,000) and converted such portion of the Note into 240,000 shares of
Common Stock at $3.00 per share, leaving a balance due under the option at
$30,000. On March 27, 1997, CNL exercised the remaining portion of the option in
consideration of $30,000. On such date, the remaining portion of the Note was
converted into 1,093,333 shares of Common Stock and the Bank transferred 241,667
shares of Common Stock to CNL. On March 27, 1997 CNL sold, through a
broker-dealer, 300,000 shares of Common Stock at $3.50 per share.
(d) Not Applicable.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit # Description
--------- -----------
1 Promissory Note dated March 20, 1997
from CNL Holdings, Inc. in favor of Dune
Holdings, Inc.
2 Promissory Note dated March 20, 1997
from CNL Holdings, Inc. in favor of
James Solakian.
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CUSIP No. 208254409 for Common Stock Page 14 of 19 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: April 3, 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
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CUSIP No. 208254409 for Common Stock Page 15 of 19 Pages
Exhibit Index
1 Promissory Note dated March 20, 1997
from CNL Holdings, Inc. in favor of Dune
Holdings, Inc.
2 Promissory Note dated March 20, 1997
from CNL Holdings, Inc. in favor of
James Solakian.
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CUSIP No. 208254409 for Common Stock Page 16 of 19 Pages
PROMISSORY NOTE
$637,500 March 20, 1997
New York, New York
FOR VALUE RECEIVED, CNL HOLDINGS, INC., a Delaware corporation ("Maker"),
promises to pay to Dune Holdings, Inc. ("Holder") at such place as Holder may
designate in writing, the entire principal sum of six hundred thirty seven
thousand five hundred dollars ($637,500.00), together with interest at the rate
of eight percent (8%) per annum,upon the demand of the Holder of the Note, at
which time all principal and interest shall be due and owing.
All payments of principal and interest hereunder shall be payable in
lawful money of the United States.
Maker shall be in default hereunder, at the option of Holder, upon the
occurrence of any of the following events: (i) the failure by Maker to make any
payment of principal or interest when due hereunder, and such failure shall have
continued for a period of more than ten (10) days after notice and a reasonable
opportunity to cure; (ii) the entering into of a decree or order by a court of
competent jurisdiction adjudicating Maker a bankrupt or the appointing of a
receiver or trustee of Maker upon the application of any creditor in an
insolvency or bankruptcy proceeding or other creditor's suit; (iii) a court of
competent jurisdiction approving as properly filed, a petition for
reorganization or arrangement filed against Maker under the Federal bankruptcy
laws and such decree or order not being vacated within thirty (30) days; (iv)
the pendency of any bankruptcy proceeding or other creditors' suit against
Maker; (v) a petition or answer seeking reorganization or arrangement under the
Federal bankruptcy laws with respect to Maker; (vi) an assignment for the
benefit of creditors by Maker; (vii) Maker consents to the appointment of a
receiver or trustee in an insolvency or bankruptcy proceeding or other
creditors' suit; (viii) the existence of any uncured event of default under the
terms of any instrument in writing evidencing a debt to someone other than
Holder, provided, that Maker is not contesting in good faith by appropriate
proceedings such uncured event of default; (ix) the existence of any judgment
against, or any attachment of property of Maker; or (x) any other condition
which, in the good faith determination of Holder, would materially impair the
timely repayment of this Note.
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CUSIP No. 208254409 for Common Stock Page 17 of 19 Pages
Upon the occurrence of any event or condition of default hereunder, or
at any time thereafter, Holder at his option may accelerate the maturity of this
Note and declare all of the indebtedness or any portions thereof to be
immediately due and payable, together with accrued interest thereon, and payment
thereof may be enforced by suit or other process of law.
If this Note is not paid when due, whether at maturity or by
acceleration, Maker agrees to pay all reasonable costs of collection and such
costs shall include without limitation all costs, attorneys' fees and expenses
incurred by Holder hereof in connection with any insolvency, bankruptcy,
reorganization, arrangement or similar proceedings involving Holder, or
involving any endorser or guarantor hereof, which in any way affects the
exercise by Holder hereof of its rights and remedies under this Note.
Presentment, demand, protest, notices of protest, dishonor and
non-payment of this Note and all notices of every kind are hereby waived.
The terms "Maker" and "Holder" shall be construed to include their
respective heirs, personal representatives, successors, subsequent holders and
assigns.
Regardless of the place of execution or performance, this letter and the
Note shall be governed by, and construed in accordance with, the laws of the
State of New York without giving effect to such state's conflicts of laws
provisions. Each of the parties hereto irrevocably consents to the
jurisdiction and venue of the federal and state courts located in the State of
New York, County of New York.
CNL HOLDINGS, INC.
By: /s/ Randolph K. Pace
-----------------------------
Randolph K. Pace
President
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CUSIP No. 208254409 for Common Stock Page 18 of 19 Pages
PROMISSORY NOTE
$112,500 March 20, 1997
New York, New York
FOR VALUE RECEIVED, CNL HOLDINGS, INC., a Delaware corporation ("Maker"),
promises to pay to James Solakian ("Holder") at such place as Holder may
designate in writing, the entire principal sum of one hundred twelve thousand
five hundred dollars ($112,500.00), together with interest at the rate of eight
percent (8%) per annum,upon the demand of the Holder of the Note, at which time
all principal and interest shall be due and owing.
All payments of principal and interest hereunder shall be payable in
lawful money of the United States.
Maker shall be in default hereunder, at the option of Holder, upon the
occurrence of any of the following events: (i) the failure by Maker to make any
payment of principal or interest when due hereunder, and such failure shall have
continued for a period of more than ten (10) days after notice and a reasonable
opportunity to cure; (ii) the entering into of a decree or order by a court of
competent jurisdiction adjudicating Maker a bankrupt or the appointing of a
receiver or trustee of Maker upon the application of any creditor in an
insolvency or bankruptcy proceeding or other creditor's suit; (iii) a court of
competent jurisdiction approving as properly filed, a petition for
reorganization or arrangement filed against Maker under the Federal bankruptcy
laws and such decree or order not being vacated within thirty (30) days; (iv)
the pendency of any bankruptcy proceeding or other creditors' suit against
Maker; (v) a petition or answer seeking reorganization or arrangement under the
Federal bankruptcy laws with respect to Maker; (vi) an assignment for the
benefit of creditors by Maker; (vii) Maker consents to the appointment of a
receiver or trustee in an insolvency or bankruptcy proceeding or other
creditors' suit; (viii) the existence of any uncured event of default under the
terms of any instrument in writing evidencing a debt to someone other than
Holder, provided, that Maker is not contesting in good faith by appropriate
proceedings such uncured event of default; (ix) the existence of any judgment
against, or any attachment of property of Maker; or (x) any other condition
which, in the good faith determination of Holder, would materially impair the
timely repayment of this Note.
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CUSIP No. 208254409 for Common Stock Page 19 of 19 Pages
Upon the occurrence of any event or condition of default hereunder, or
at any time thereafter, Holder at his option may accelerate the maturity of
this Note and declare all of the indebtedness or any portions thereof to be
immediately due and payable, together with accrued interest thereon, and payment
thereof may be enforced by suit or other process of law.
If this Note is not paid when due, whether at maturity or by
acceleration, Maker agrees to pay all reasonable costs of collection and such
costs shall include without limitation all costs, attorneys' fees and expenses
incurred by Holder hereof in connection with any insolvency, bankruptcy,
reorganization, arrangement or similar proceedings involving Holder, or
involving any endorser or guarantor hereof, which in any way affects the
exercise by Holder hereof of its rights and remedies under this Note.
Presentment, demand, protest, notices of protest, dishonor and
non-payment of this Note and all notices of every kind are hereby waived.
The terms "Maker" and "Holder" shall be construed to include their
respective heirs, personal representatives, successors, subsequent holders and
assigns.
Regardless of the place of execution or performance, this letter and the
Note shall be governed by, and construed in accordance with, the laws of the
State of New York without giving effect to such state's conflicts of laws
provisions. Each of the parties hereto irrevocably consents to the jurisdiction
and venue of the federal and state courts located in the State of New York,
County of New York.
CNL HOLDINGS, INC.
By: /s/ Randolph K. Pace
----------------------------
Randolph K. Pace
President
