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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Amendment No. 5
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)
September 11, 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 None.
Dispositive
Power:
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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:
None.
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): None.
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 None.
Dispositive
Power:
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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:
None.
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): None.
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
Power:
9) Sole
Dispositive
Power:
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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:
None.
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): None.
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 None.
Dispositive
Power:
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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:
None.
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): None.
14) Type of Reporting Person (See Instructions): IN
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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 107,250 shares of Common Stock.
Shares Power:
Beneficially
Owned by Each
Reporting
Person With
8) Shared Voting None.
Power:
9) Sole 107,250 shares of Common Stock.
Dispositive
Power:
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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: 10,725 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): 3.82% of the Common
Stock based on 2,799,736 shares of Common Stock outstanding as of
September 1, 1997.
14) Type of Reporting Person (See Instructions): IN
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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 (other than 107,250 shares of Common Stock
owned by James R. Solakian) own no shares of Common Stock.
(b) James R. Solakian has the sole power to vote or direct the vote and
dispose or direct the disposition of his shares of Common Stock (107,250
shares).
(c) On September 11, 1997 CNL Holdings, Inc. sold, in private
transactions, 607,750 shares of Common Stock at prices ranging from $2.25 to
$4.00 per share. In addition, CNL Holdings, Inc. transferred 107,250 shares of
Common Stock to one of its shareholders, to wit, James R. Solakian.
(d) Not Applicable.
(e) The Reporting Persons' ceased to be the beneficial owner of more
than five percent of the Issuer's Common Stock. James R. Solakian has the sole
power to vote or direct the vote and dispose or direct the disposition of his
shares of Common Stock (107,250 shares).
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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: September 22, 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
