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[STAMP]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
DRIVER-HARRIS COMPANY
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
262093107
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(CUSIP Number)
Anne Hamblin Schiave, McBride Baker & Coles,
500 West Madison Street, 40th Floor, Chicago, IL 60661 (312) 715-5700
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 13, 1998
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(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 that is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. / /
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7 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 cover 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1746 (2-98)
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CUSIP No. 262093107
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Gerhard Haase ###-##-####
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
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(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) X
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6. Citizenship or Place of Organization United States
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Number of 7. Sole Voting Power 66,200
Shares Bene- ----------------------------------------
ficially by ---------------------------------------------------------------
Owned by Each
Reporting 8. Shared Voting Power -0-
Person With --------------------------------------
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9. Sole Dispositive Power 66,200
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10. Shared Dispositive Power -0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 66,200
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 4.9%
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14. Type of Reporting Person (See Instructions) IN
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INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS - Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each member
of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish their I.R.S.
identification numbers, although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and the membership is expressly affirmed, please
check row 2(a). If the reporting person disclaims membership in a group
or describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
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(4) Classify the source of funds or other consideration used or to be used
in making purchases as required to be disclosed pursuant to Item 3 of
Schedule 13D and insert the appropriate symbol (or symbols if more than
one is necessary) in row (4):
<TABLE>
<CAPTION>
CATEGORY OF SOURCE SYMBOL
<S> <C>
Subject Company (Company whose securities
are being acquired) SC
Bank BK
Affiliate (of reporting person) AF
Working Capital (of reporting person) WC
Personal Funds (of reporting person) PF
Other OO
</TABLE>
(5) If disclosure of legal proceedings or actions is required pursuant to
either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) CITIZENSHIP OR PLACE OF ORGANIZATION - Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization. (See Item 2 of Schedule 13D.)
(7)-(11), (13) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON,
ETC. - Rows (7) through (11) inclusive, and (13) are to be completed in
accordance with the provisions of Item 5 of Schedule 13D. All
percentages are to be rounded off to nearest tenth (one place after
decimal point).
(12) Check if the aggregate amount reported as beneficially owned in row (11)
does not include shares which the reporting person discloses in the
report but as to which beneficial ownership is disclaimed pursuant to
Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
(14) TYPE OF REPORTING PERSON - Please classify each "reporting person"
according to the following breakdown and place the appropriate symbol
(or symbols, i.e., if more than one is applicable, insert all applicable
symbols) on the form:
<TABLE>
<CAPTION>
CATEGORY SYMBOL
<S> <C>
Broker-Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
</TABLE>
NOTES:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may
only be used where the cover page item or items provide all the
disclosure required by the schedule item. Moreover, such a use of a
cover page item will result in the item becoming a part of the schedule
and accordingly being considered as "filed" for purposes of Section 18
of the Securities Exchange Act or otherwise subject to the liabilities
of that section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms
prescribed in the Commission's regulations and meet existing Securities
Exchange Act rules as to such matters as clarity and size (Securities
Exchange Act Rule 12b-12).
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SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit
the information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary.
The information will be used for the primary purpose of determining and
disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public record. Therefore,
any information given will be available for inspection by any member of the
public.
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other
governmental authorities or securities self-regulatory organizations for
investigatory purposes or in connection with litigation involving the Federal
securities laws or other civil, criminal or regulatory statutes or
provisions. I.R.S. identification numbers, if furnished, will assist the
Commission in identifying security holders and, therefore, in promptly
processing statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws and
rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
B. Information contained in exhibits to the statements may be incorporated
by reference in answer or partial answer to any item or sub-item of the
statement unless it would render such answer misleading, incomplete,
unclear or confusing. Material incorporated by reference shall be
clearly identified in the reference by page, paragraph, caption or
otherwise. An express statement that the specified matter is
incorporated by reference shall be made at the particular place in the
statement where the information is required. A copy of any information
or a copy of the pertinent pages of a document containing such
information which is incorporated by reference shall be submitted with
this statement as an exhibit and shall be deemed to be filed with the
Commission for all purposes of the Act.
C. If the statement is filed by a general or limited partnership,
syndicate, or other group, the information called for by Items 2-6,
inclusive, shall be given with respect to (i) each partner of such
general partnership; (ii) each partner who is denominated as a general
partner or who functions as a general partner of such limited
partnership; (iii) each member of such syndicate or group; and (iv) each
person controlling such partner or member. If the statement is filed by
a corporation or if a person referred to in (i), (ii), (iii) or (iv)
of this Instruction is a corporation, the information called for by the
above mentioned items shall be given with respect to (a) each executive
officer and director of such corporation; (b) each person controlling
such corporation; and (c) each executive officer and director of any
corporation or other person ultimately in control of such corporation.
ITEM 1. SECURITY AND ISSUER
State the title of the class of equity securities to which this
statement relates and the name and address of the principal executive offices
of the issuer of such securities.
ITEM 2. IDENTITY AND BACKGROUND
If the person filing this statement or any person enumerated in
Instruction C of this statement is a corporation, general partnership,
limited partnership, syndicate or other group of persons, state its name, the
state or other place of its organization, its principal business, the address
of its principal office and the information required by (d) and (e) of this
Item. If the person filing this statement or any person enumerated in
Instruction C is a natural person, provide the information specified in (a)
through (f) of this Item with respect to such person(s).
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(a) Name;
(b) Residence or business address;
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, and penalty imposed, or other disposition
of the case;
(e) Whether or not, during the last five years, such person was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws; and,
if so, identify and describe such proceedings and summarize the terms of
such judgment, decree or final order; and
(f) Citizenship.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
State the source and the amount of funds or other consideration used or
to be used in making the purchases, and if any part of the purchase price is
or will be represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto. Where material, such information should also be provided with
respect to prior acquisitions not previously reported pursuant to this
regulation. If the source of all or any part of the funds is a loan made in
the ordinary course of business by a bank, as defined in Section 3(a)(6) of
the Act, the name of the bank shall not be made available to the public if
the person at the time of filing the statement so requests in writing and
files such request, naming such bank, with the Secretary of the Commission.
If the securities were acquired other than by purchase, describe the method
of acquisition.
ITEM 4. PURPOSE OF TRANSACTION.
State the purpose or purposes of the acquisition of securities of the
issuer. Describe any plans or proposals which the reporting persons may have
which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer, or
the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes
in its investment policy for which a vote is required by section 13 of
the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
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(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available filing
with the Commission by the issuer unless the filing person has reason to
believe such information is not current) beneficially owned (identifying
those shares which there is a right to acquire) by each person named in
Item 2. The above mentioned information should also be furnished with
respect to persons who, together with any of the persons named in Item 2,
comprise a group within the meaning of Section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the number
of shares as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose or to
direct the disposition, or shared power to dispose or to direct the
disposition. Provide the applicable information required by Item 2 with
respect to each person with whom the power to vote or to direct the vote
or to dispose or direct the disposition is shared;
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent filing
of Schedule 13D (Section 240-13d-191), whichever is less, by the persons
named in response to paragraph (a).
INSTRUCTION. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to: (1) the
identity of the person covered by Item 5(c) who effected
the transaction; (2) the date of the transaction; (3) the
amount of securities involved; (4) the price per share or
unit; and (5) where and how the transaction was effected.
(d) If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of an employee benefit plan,
pension fund or endowment fund is not required.
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities.
INSTRUCTION. For computations regarding securities which represent a
right to acquire an underlying security, see Rule
13d-3(d)(1) and the note thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered into. Include
such information for any of the securities that are pledged or otherwise
subject to a contingency the occurrence of which would give another person
voting power or investment power over such securities except that disclosure
of standard default and similar provisions contained in loan agreements need
not be included.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Section
240.13d-1(k) and copies of all written agreements, contracts, arrangements,
understandings,
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plans or proposals relating to: (1) the borrowing of funds to finance the
acquisition as disclosed in Item 3; (2) the acquisition of issuer control,
liquidation, sale of assets, merger, or change in business or corporate
structure or any other matter as disclosed in Item 4; and (3) the transfer or
voting of the securities, finder's fees, joint ventures, options, puts,
calls, guarantees of loans, guarantees against loss or of profit, or the
giving or withholding of any proxy as disclosed in Item 6.
SIGNATURE
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.
November , 1998
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Date
/s/ Gerhard Haase
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Signature
Gerhard Haase, M.D.
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Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement: provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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AMENDMENT NO. 4 TO
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
Name of Issuer: Driver-Harris Company
Address of Issuer's Principal Executive Offices:
308 Middlesex Street
Harrison, New Jersey 07029
Security: Common Stock (the "Shares")
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of person filing: Dr. Gerhard Haase
(b) Residence Address: 2306 West Roscoe
Chicago, IL 60618
(c) President principal occupation and address:
Retired Physician
(f) Citizenship: The person making this statement is a citizen of
the United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable (N/A)
ITEM 4. PURPOSE OF TRANSACTION.
The person making this report continues to own Shares only for the
purpose of investment and not for the purpose of acquiring control of the
Issuer.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the aggregate number of Shares of the
Issuer beneficially owned by the person making this report is 66,200 shares,
which is 4.9% of the outstanding Shares of the Issuer.
(b) The number of Shares beneficially owned by the person making this
report are subject to his sole power to vote and dispose of such Shares.
(c) In the last 60 days, the undersigned had several transactions
with respect to the Common Stock of the Issuer as detailed on Exhibit A, all
of which were effected on the American Stock Exchange.
(d) N/A
(e) The undersigned has ceased to be a beneficial holder of more than
five percent of the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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EXHIBIT A
<TABLE>
<CAPTION>
DATE OF NO. 0F TYPE OF PRICE PER
TRANSACTION SHARES TRANSACTION SHARE
- ----------- ------ ----------- ---------
<S> <C> <C> <C>
11/2/98 500 Open Market Sale 8 3/4
11/5/98 1000 Open Market Sale 8 7/16
11/9/98 700 Open Market Sale 7 7/8
11/10/98 100 Open Market Sale 7 5/8
11/10/98 21900 Open Market Sale 7 1/8
11/11/98 100 Open Market Sale 6 1/2
11/12/98 100 Open Market Sale 5 1/2
11/12/98 1900 Open Market Sale 4 3/4
11/12/98 300 Open Market Sale 4 7/8
11/12/98 500 Open Market Sale 4 1/2
11/12/98 3200 Open Market Sale 4 3/8
11/12/98 18300 Open Market Sale 3 3/4
11/13/98 18000 Open Market Sale 4 3/8
11/13/98 400 Open Market Sale 4 1/8
11/13/98 400 Open Market Sale 3 5/8
</TABLE>
