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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO.2)*
C&D Technology Inc
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
124661109
(CUSIP Number)
Check the following box is 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 this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1945 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to al other provisions of the act (however, see the Notes).
Page 1 of 6 Pages
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13G
Cusip No. 16132210 Page 2 of 6 pages
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WESTPORT ASSET MANAGEMENT, INC.
2. Check the appropriate box if a member of a group* (a) 'ch'
(b) [ ]
3. SEC Use Only
4. Citizenship or Place or Organization
CONNECTICUT
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Number of Shares Beneficially Owned By Each Reporting Person With
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5. Sole Voting Power
0
6. Shared Voting Power
1,237,300
7. Sole Dispositive Power
0
8. Shared Dispositive Power
1,237,300
9. Aggregate Amount Beneficially Owned by each Reporting Person
1,237,300
10. Check Box if the aggregate amount in row (9) excludes certain shares *
11. Percent of Class Represented by Amount in Row 9
9.9%
12. Type of Reporting Person*
IA
* SEE INSTRUCTION BEFORE FILLING OUT
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Page 3 of 6 pages
Item 1 (a) Name of Issuer:
C&D TECHNOLOGY INC.
Item 1 (b): Address of Issuer's Principal Executive Offices:
1400 Union Meeting Rd.,
Blue Bell, PA 19422
Item 2 (a): Name of Person Filing:
WESTPORT ASSET MANAGEMENT, INC.
Item 2 (b): Address of Principal Business Office:
253 RIVERSIDE AVENUE
WESTPORT, CT 06880
Item 2(c): Citizenship:
CONNECTICUT
Item 2(d): Title of Class of Securities:
COMMON STOCK
Item 2 (e): CUSIP Number:
124661109
Item 3. If this stated is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) ( ) Broker or Dealer registered under
Section 15 of the Act
(b) ( ) Bank as defined in Section 3(b)(6)
of the Act
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Page 4 of 6 pages
(c) ( ) Insurance Company as defined in
Section 3(a) (19) of the Act
(d) ( ) Investment Company registered
under Section 8 of the Investment
Company Act
(e) (X) Investment Adviser registered
under Section 203 of the Investment
Advisors Act of 1940
(f) ( ) Employee Benefit Plan, Pension
Fund which is subject to the
Provisions of the Employee Retire-
ment Income Security Act of 1974 or
Endowment Fund; see 'SS' 240.13d-1
(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accor-
dance with 'SS' 240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) ( ) Group in accordance with
'SS' 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership.
(a) Amount Beneficially owned: 1,237,300 shares
(b) Percent of Class: 9.9%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 0
(ii) shared power to vote or to direct
the vote:
1,237,300
(iii) sole power to dispose or to
direct the disposition of: 0
(iv) shared power to dispose or to
direct the disposition of: 1,237,300
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Page 5 of 6 pages
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 ( )
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
A PORTION OF THE SHARES OF COMMON STOCK OF THE
ISSUER REPORTED HEREBY, AMOUNTING IN THE AGGREGATE TO 9.9% OF SUCH SHARES
OUTSTANDING, ARE HELD IN CERTAIN DISCRETIONARY MANAGED ACCOUNTS OF WESTPORT
ASSET MANAGEMENT, INC. (THE "REPORTING PERSON"). THE REPORTING PERSON DISCLAIMS
BENEFICIAL OWNERSHIP OF SUCH SHARES BENEFICIALLY OWNED BY SUCH PERSONS AND
DISCLAIMS THE EXISTENCE OF A GROUP.
Item 7. Identification and Classification of the Subsidiary
Which acquired the Security Being Reported on By
the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of
the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
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Page 6 of 6 pages
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 in any transaction having
such purpose or effect.
Disclaimer
The undersigned expressly declares that the filing of this Schedule
13G shall not be construed as an admission that such person is, for the purpose
of Section 13(d) or 13(g) of the Securities Act of 1934, the beneficial owner of
any securities covered by this statement.
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.
Date 2/16/99
WESTPORT ASSET MANAGEMENT, INC.
BY
ANDREW J. KNUTH, CHAIRMAN
STATEMENT OF DIFFERENCES
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The section symbol shall be expressed as.... 'SS'
The checkmark shall be expressed as......... 'ch'
