UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Cardiac Control Systems, Inc.
___________________________________________
(Name of Issuer)
Common Stock, $.01 Par Value
___________________________________________
(Title of Class of Securities)
1419909D5R
__________________
(CUSIP Number)
Check the following box if a fee is being paid with this
statement | |. (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 disclosures provided
in a prior cover page.
The information required in the remainder of the 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).
Page 1 of 12 Pages
CUSIP No. 13G Page 2 of 12
- ----------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Penfield Partners, L.P. ("The Fund")
F13-3494422
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 187,524
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 187,524
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
187,524
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.26
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IV
- ----------------------------------------------------------------
CUSIP No. 13G Page 3 of 12
- ----------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pine Creek Adviser, L.P. ("Pine Creek")
F13-3749534
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER None
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 187,524
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
187,524
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.26
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IA
- ----------------------------------------------------------------
CUSIP No. 13G Page 4 of 12
- ----------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Witter, Inc. ("Witter, Inc.")
F13-2879276
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER None
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 187,524
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
187,524
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.26
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IA
- ----------------------------------------------------------------
CUSIP No. 13G Page 5 of 12
- ----------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Witter
###-##-####
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER None
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 187,524
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 187,524
REPORTING -------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
187,524
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.26
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
Page 6 of 12 Pages
Item 1.
(a) Name of Issuer: Cardiac Control systems, Inc.
(b) Address of Issuer's Principal Executive Offices:
3 Commerce Blvd. Palm Coast, FLa. 32137
Item 2.
(a)-(c) Name of Person Filing; Address of Principal Business
Office; and Place of Organization: This statement is filed on
behalf of (i) Penfield Partners, L.P., a Delaware limited
partnership (the "Fund"), (ii) Pine Creek Advisers Limited
Partnership, a Delaware Limited Partnership ("Pine Creek"),
(iii) William D. Witter, Inc. ("Witter, Inc.") and (iv)
William D. Witter. Each of the foregoing is hereinafter
individually referred to as a "Reporting Person" and
collectively as the "Reporting Persons." The principal office
and business address of the Reporting Persons is 153 East 53
Street, 51st Floor, New York, N.Y. 10022. The business of
the Fund is to acquire, purchase, invest in, sell, convey,
transfer, exchange and otherwise trade in principally equity
and equity related securities. Pine Creek is a general
partner of and investment adviser to the Fund. Pine Creek is
registered as a investment adviser under the Investment
Advisers Act of 1940, as amended. The principal business of
Pine Creek is to act as a general partner of and investment
adviser to the Fund.
Page 7 of 12 Pages
Witter, Inc. is the sole general partner of Pine Creek.
Witter, Inc. is a New York corporation registered as an
investment adviser under the Advisers Act of 1940 and also
serves as the investment adviser to institutional and
individual clients. William D. Witter is the President and
98.6% shareholder of Witter, Inc. Mr. Witter is also an
Individual General Partner of the Fund and is principally
responsible for the selection, acquisition and disposition of
the portfolio securities by Witter, Inc. on behalf of Pine
Creek and the Fund.
2 (b) Title of Class of Securities: See cover sheets.
2(c) CUSIP Number: See cover sheets.
Item 3. This Schedule is being filed pursuant to Rule 13d-
1(b):
(a) ( ) Broker or Dealer registered under section 15 of the
Act
(b) ( ) Bank as defined in section 3(a) (6) of the Act
(c) ( ) Insurance Company as defined in section 3(a) (19) of
the Act
(d) (x) Investment Company registered under section 8 of the
Investment Company Act
(e) (x) Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject
Page 8 of 12 Pages
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund
(g) (x) Parent Holding Company, in accordance with $240.13d
-1 (b) (ii) (G)
(h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii)
(H)
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 187,524 shares of Common Stock
are beneficially owned by the Reporting Persons.
(b) Percent of Class: 7.26 percent of the Common Stock are
beneficially owned by the Reporting Persons.
(c) Number of Shares as to Which Such Person Has Rights to
Vote and/or Dispose of Securities: The Fund has the sole
power to vote or to direct the vote and to dispose or to
direct the disposition of all securities reported hereby which
are beneficially owned by the Fund. Pine Creek has the sole
power to dispose or to direct the disposition of all
securities reported hereby which are beneficially
Page 9 of 12 Pages
owned by Pine Creek. William D. Witter has shared power to
vote or to direct the vote of securities reported hereby which
are beneficially owned by William D. Witter by virtue of being
the Individual General Partner of the Fund.
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 that five percent of the class of
securities, check the following _____.
Item 6.Ownership of More than Five Percent on Behalf of
Another Person: The Fund as owner of the securities in
question, has the right to receive any dividends from, or
proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on by the Parent
Holding Company: See Exhibit A attached hereto.
Page 10 of 12 Pages
Item 8. Identification and Classification of Members of the
Group: Not applicable
Item 9. Notices of Dissolution of Group: Not applicable.
Item 10. Certification:
Each of the undersigned certifies that, to the best of
his knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
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 in any transaction having such purpose or effect.
Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge
and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: February 14, 1997
PENFIELD PARTNERS, L.P.
By:/s/ William D. Witter
William D. Witter
Individual General Partner
PINE CREEK ADVISERS LIMITED
PARTNERSHIP
By:/s/ William D. Witter
William D. Witter
General Partner
WILLIAM D. WITTER, INC.
By:/s/ William D. Witter
William D. Witter
President
Page 12 of 12 Pages
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. Pine Creek Advisers Limited Partnership
is registered as an investment adviser under the Advisers Act
of 1940. Pine Creek was formed for the purpose of acting as
the Fund's investment adviser. William D. Witter, Inc. is a
New York corporation registered as an investment adviser under
the Advisers Act, and the sole general partner of Pine Creek.
Witter, Inc. serves as an investment adviser for individuals
and institutions. William D. Witter is the President of
William D. Witter, Inc. and serves as an Individual General
Partner to the Fund.
