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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Cummins Engine
(Name of Issuer)
$2.50 Par Value Common Stock
(Title of Class of Securities)
231021106
(CUSIP Number)
Check the following space if a fee is being paid with this statement (X).
(A fee is not required only if the filing 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.)
*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 the discloures provided in a prior cover page.
The information required in 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).
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CUSIP NO. 231021106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
Woodbridge Capital Management, Inc. 38-2390694
2 CHECK THE APPROPRIATE LETTER IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
NUMBER OF 5 SOLE VOTING POWER
SHARES 3,200,000
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 3,200,000
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,200,000
10 CHECK THE SPACE BELOW IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.60%
12 TYPE OF REPORTING
IA
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
Check the following space if a fee is being paid with this statement: (X)
Item 1(a) Name of Issuer: Cummins Engine
Item 1(b) Address of Issuer's Principal Executive Offices:
500 Jackson Street
Columbus, OH 47201
Item 2(a) Name of Person Filing:
Woodbridge Capital Management, Inc.
Item 2(b) Address of Principal Business Officer or, if none, Residence:
100 Renaissance Center, 8th Floor
Detroit, MI 48243
Item 2(c) Citizenship: Michigan
Item 2(d) Title of Class of Securities:
$2.50 Par Value Common Stock
Item 2(e) Cusip Number: 231021106
Item 3 This statement is filed in pursant to Rules 13d-1(b), or
13d-2(b).
Woodbridge Capital Management, Inc. is an Investment Advisor
registered under Section 203 of the Investment Advisors Act of
1940.
Item 4 Ownership:
(a) Amount Beneficially Owned: 3,200,000
(b) Percent of Class: 8.60%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 3,200,000
(ii) shared power to vote or direct the vote: 0
(iii)sole power to dispose or direct the disposition of: 3,200,000
(iv) shared power to dispose or direct the disposition of: 0
Woodbridge Capital Management, Inc. ("Woodbridge") is the
investment manager of an account established pursuant to the
Tenneco Inc. General Employee Benefit Trust (the "GEBT") which
is, as of December 31, 1993, the record holder and beneficial
owner of 3,200,000 shares of Common Stock, par value $2.50 per
share, or the Issuer (the "Common Stock").
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: ( )
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Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Pursuant to an Investment Management Agreement dated as of
December 29, 1993, between Tenneco Inc. ("Tenneco"), the
Investment Committee of the GEBT (the "Committee") and
Woodbridge, Woodbridge as an independent fiduciary representing
the interests of the GBET, will exercise the voting and other
priviledges applicable to shareholders of the Common Stock,
subject to Tenneco's agreement with the Issuer that the shares
of Common Stock owned by the GEBT be voted for the election of
all nominees included in the Issuer's slate for directors at each
shareholders' meeting of the Issuer. Further, Woodbridge will
exercise the GBET's right to designate a person for election to the
Issuer's Board of Directors pursuant to the direction of the
Committee (subject to its rights to decline to designate any person
whom the Committee directs it to designate if it determines that
the exercise of its fiduciary duty under the Employee Retirement
Income Security Act of 1974 requires it so to decline).
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security being Reported on by the Parent
Holding Co:
Item 8 Identification and Classification of Members of the Group:
Item 9 Notice of Dissolution of Group:
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a participant
of any transaction having such purposes or effect.
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.
10-Feb-94
Date
Woodbridge Capital Management, Inc.
By: Charles W. Brown
Director of Institutional Equity Management
