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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 6)
______________________
CHARTER POWER SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class
of Securities)
161322 10 2
(CUSIP Number of Class
of Securities)
______________________
Mr. Merril M. Halpern
Chairman
Charterhouse Group International, Inc.
535 Madison Avenue
New York, New York 10022
(212) 421-3125
Copies of Communications to:
Steven L. Kirshenbaum, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 1995
(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 the
statement _____.
(A fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-l(a) 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 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>
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Charterhouse Group International, Inc.
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Source of Funds*
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power
of None. See response to number 12 below.
Shares
Beneficially 8. Shared Voting Power
Owned by Each None. See response to number 12 below.
Reporting
Person With
9. Sole Dispositive Power
None. See response to number 12 below.
10. Shared Dispositive Power
None. See response to number 12 below.
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
None. See response to number 12 below.
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
0%. See response to number 12 above.
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Merril M. Halpern
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Source of Funds*
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
U.S.A.
Number 7. Sole Voting Power - 31,928 -
of
Shares 8. Shared Voting Power None. See response
Beneficially to number 12 below.
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 31,928 -
10. Shared Dispositive Power
None. See response to number 12 below.
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
31,928 Shares. See response to number 12 below.
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
See response to Item 5. ______
13. Percent of Class Represented by Amount in Row (11)
0.5%. See response to number 12 above.
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jerome L. Katz
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Source of Funds*
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
U.S.A
Number 7. Sole Voting Power - 31,928 -
of
Shares 8. Shared Voting Power None. See response
Beneficially to Item 12 below.
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 31,928 -
10. Shared Dispositive Power
None. See response to Item 12 below.
Page 7 of 27
11. Aggregate Amount Beneficially Owned by Each Reporting Person
31,928 Shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
0.5%. See response to number 12 above.
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
The Statement on Schedule 13D (the "Schedule 13D") of
Charterhouse Group International, Inc., a Delaware corporation
("Charterhouse"), Merril M. Halpern ("Halpern") and Jerome L.
Katz ("Katz") (collectively, the "Reporting Persons") relating to
shares of Common Stock, $.01 par value per share of Charter Power
Systems, Inc. is hereby amended and restated as set forth below.
Pursuant to Rule 13d-2(c) under the Securities Exchange Act
of 1934 (the "Exchange Act"), previously filed paper exhibits are
not being restated.
The "November Shares" refers to an aggregate of 98,000
shares of Common Stock which were purchased on or after November
4, 1987. The "Nov-Dec Shares" refers to an aggregate of 66,700
shares of Common Stock which were purchased on or after November
23, 1987. The "Alvine Shares" refers to 316,515 shares of Common
Stock (the "Alvine Shares") purchased by Robert Alvine ("Alvine")
from the Company on June 29, 1988.
ITEM 1. SECURITY AND ISSUER.
[TEXT OF ITEM 1 OF THE SCHEDULE 13D AS ORIGINALLY FILED:]
This Statement relates to shares of common stock, $.01 par
value per share ("Common Stock"), of Charter Power Systems, Inc.,
a Delaware corporation (the "Company"), which has its principal
executive offices at 3043 Walton Road, Plymouth Meeting,
Pennsylvania 19462. The Common Stock was registered pursuant to
Section 12 of the Exchange Act on February 6, 1987. The
requirement to file this statement arose from certain purchases
of an aggregate of 259,500 shares of Common Stock (the "Recent
Shares") effected on or after October 22, 1987.
<PAGE>
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ITEM 2. IDENTITY AND BACKGROUND.
[TEXT OF ITEM 2 OF THE SCHEDULE 13D AS ORIGINALLY FILED:]
This Statement is being filed by Charterhouse, Halpern and
Katz.
Charterhouse is engaged in the business of initiating,
structuring and arranging financing for leveraged buyout
transactions and providing financial management, consulting and
analysis services to companies, including the Company, acquired
in such transactions. Halpern and Katz are directors, executive
officers and stockholders of Charterhouse. The principal
executive offices of Charterhouse are located at 535 Madison
Avenue, New York, New York 10022.
Attached hereto as Appendix A is a list of the executive
officers and directors of Charterhouse, including Halpern and
Katz, containing the information required by subparagraphs (a)-
(c) and (f) of this Item.
During the past five years, none of the Reporting Persons
nor, to the best knowledge of the Reporting Persons, any other
person named in Appendix A, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
which such person 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
[TEXT OF ITEM 3 OF THE SCHEDULE 13D AS ORIGINALLY FILED:]
The aggregate purchase price (excluding brokerage
commissions) of the 207,600 Recent Shares of which Charterhouse
may have been deemed to be the beneficial owner (see Item 5
below) was $1,017,580. The funds for the purchases of these
Recent Shares were obtained from Globe Investment Trust PLC
("Globe"), Slough Parks Holding Incorporated ("Slough"), Electra
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Investment Trust P.L.C. ("Electra"), Charterhouse Finance
Corporation Limited ("CFCL") and Merifin N.V. ("Merifin"), the
record holders for whose benefit these Recent Shares were
purchased. Each such party provided the funds required for the
Recent Shares purchased for its benefit.
The respective amounts of Recent Shares that are
beneficially owned by Halpern and Katz and, to the best knowledge
of the Reporting Persons, by the other persons named in Appendix
A, and the respective aggregate purchase prices (excluding
brokerage commissions) for those Recent Shares, are set forth in
Appendix B attached hereto. The funds for the purchases of these
Recent Shares were loaned by Charterhouse to such persons. These
loans are interest-free and payable in five years, subject to
certain exceptions, and the Recent Shares purchased by the
obligor on each such loan are pledged as collateral therefor.
The aggregate purchase price (excluding brokerage
commissions) of the 78,400 November Shares of which Charterhouse
may have been deemed to be the beneficial owner (see Item 5
below) was $313,010. The respective amounts of November Shares
that are beneficially owned by Halpern and Katz and, to the best
knowledge of the Reporting Persons, by the other persons named in
Appendix A attached hereto, and the respective aggregate purchase
prices (excluding brokerage commissions) for those November
Shares, are set forth in Appendix A. The funds for the purchases
of the November Shares were obtained from the same sources as the
funds for the purchases of the Recent Shares.
The aggregate purchase price (excluding brokerage
commissions) of the 53,360 Nov-Dec Shares of which Charterhouse
may have been deemed to be the beneficial owner (see Item 5 be-
low) was $237,550. The respective amounts of Nov-Dec Shares that
are beneficially owned by Halpern and Katz and, to the best
knowledge of the Reporting Persons, by the other persons named in
Appendix A attached hereto, and the respective aggregate purchase
prices (excluding brokerage commissions) for those Nov-Dec
Shares, are set forth in Appendix A. The funds for the purchases
of the Nov-Dec Shares were obtained from the same sources as the
funds for the purchases of the Recent Shares.
<PAGE>
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The aggregate purchase price of the Alvine Shares of which
Charterhouse may have been deemed to be beneficial owner (see
Item 5 below) was $1,329,363, which Alvine paid by delivery to
the Company of cash in the amount of $3,165 (the par value of the
Alvine Shares) and a noninterest bearing promissory note in the
amount of $1,326,198 (the "Note") maturing April 30, 1993. The
maturity of the Note is subject to acceleration or extension
under certain circumstances, including acceleration if Alvine's
employment with the Company is terminated for cause and automatic
extension until April 30, 1998 if Alvine's employment with the
Company is not terminated on or before April 30, 1993. If the
maturity of the Note is so extended, it also will be subject to
acceleration during the extension term to a date 18 months after
the termination of his employment for any reason other than
cause. The Note is secured by a pledge of the Alvine Shares.
Upon sale of any of the Alvine Shares, Alvine will be required to
prepay a percentage of the outstanding principal balance of the
Note equal in amount to the percentage of the Alvine Shares sold.
ITEM 4. PURPOSE OF TRANSACTION.
[TEXT OF ITEM 4 OF THE SCHEDULE 13D AS ORIGINALLY FILED:]
The Recent Shares were acquired by the Reporting Persons for
investment purposes as a means of increasing their respective
equity investments (or, in the case of the shares deemed to have
been acquired by Charterhouse, to increase the respective equity
investments of the record owners for whose benefit the shares
were acquired, as described in Item 5 below) in the Company at
prices they deemed attractive.
The Reporting Persons, in the ordinary course of their
general investment activities, from time to time may purchase
additional shares of Common Stock, or sell all or a portion of
the shares held by them. In this regard, on October 21, 1987,
the Company announced that it had been advised by Charterhouse
that the Reporting Persons and the other persons listed in
Appendix B proposed to purchase up to 500,000 shares of Common
Stock from time to time depending on market conditions for a
period of six months and that such purchases, if and to the
extent effected, would be made in the open market or through
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block or privately negotiated transactions. As of November 3,
1987, the 259,500 Recent Shares had been purchased under this
purchase program.
Except as set forth above, the Reporting Persons have no
present plans or proposals which relate to or would result in any
of the transactions described in subparagraphs (a)-(j) of this
Item.
[TEXT OF ITEM 4 OF AMENDMENT NO. 1 TO THE SCHEDULE 13D:]
The November Shares were acquired (or, in the case of
Charterhouse, deemed to have been acquired) by the Reporting
Persons for the same purposes as their actual or deemed acqui-
sitions of the Recent Shares. As of November 18, 1987, 357,500
shares of Common Stock had been purchased under the purchase
program described in Item 4 of the Schedule 13D.
[TEXT OF ITEM 4 OF AMENDMENT NO. 2 TO THE SCHEDULE 13D:]
The Nov-Dec Shares were acquired (or, in the case of
Charterhouse, deemed to have been acquired) by the Reporting
Persons for the same purposes as their actual or deemed
acquisitions of the Recent Shares. On January 7, 1988, the
Company announced that it had been advised by Charterhouse that
the purchase program described in Item 4 of the Schedule 13D had
been completed. During the period between October 22 and
December 22, 1987, 424,200 shares of Common Stock had been pur-
chased under such program, at prices between $3.875 and $5.25 a
share.
[TEXT OF ITEM 4 OF AMENDMENT NO. 6 TO THE SCHEDULE 13D:]
Pursuant to the Underwriting Agreement, each of Globe,
Slough, Electra, CBL, Merifin, and MCC has granted an
overallotment option in effect for 30 days from the date of the
Offering to the Representatives to purchase all of its remaining
shares in the Company to satisfy overallotments, if any, and each
of Halpern and Katz has granted an identical overallotment option
to purchase 1,928 shares in the Company to satisfy
overallotments.
Page 13 of 27
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
[TEXT OF ITEM 5 OF SCHEDULE 13D AS ORIGINALLY FILED:]
Charterhouse is not the record holder of any shares of
Common Stock. However, for purposes of Section 13 of the
Exchange Act only, Charterhouse may be deemed to be the
beneficial owner of shares of Common Stock by reason of the
relationship described in the two paragraphs that follow.
Luctor B.V. ("Luctor") and Odyssey Partners ("Odyssey"),
neither of which purchased any of the Recent Shares, own 288,612
(5.5%) and 57,722 (1.1%) shares, respectively, of Common Stock.
After giving effect to the purchase of the Recent Shares: (a)
Globe and Slough each owns 282,790 shares (5.4%) of Common Stock;
(b) Electra owns 272,410 (5.2%) shares of Common Stock; (c) CFCL
and Charterhouse Bank Limited ("CBL"), each of which is a wholly
owned subsidiary of The Royal Bank of Scotland Group plc, in the
aggregate own 156,965 shares (3.0%) of Common Stock; and (d)
Merifin owns 20,760 shares (0.4%) of Common Stock. Electra,
Globe, Slough, Merifin and CFCL (which owns nonvoting stock) in
the aggregate own 80% of the outstanding shares of capital stock
of Charterhouse, and each of Electra, Globe, Slough and Merifin
has a representative who is a director of Charterhouse. Each of
Electra, Globe, Slough, CBL, CFCL, Merifin, Luctor and Odyssey
(collectively, the "Investors") has entered into a separate
Investment Management Agreement with Charterhouse for a term
expiring December 31, 1996 (collectively, the "Investment Man-
agement Agreements"), pursuant to which Charterhouse manages
certain investments, including the investment in shares of Common
Stock, on behalf of the person that is a party thereto and, in
connection therewith, generally is granted authority to vote and
dispose of those investments. Because Charterhouse has the sole
power to vote and dispose of the shares of Common Stock which are
subject to the Investment Management Agreements, for purposes of
Section 13(d) of the Exchange Act only, Charterhouse may have
been deemed to be the beneficial owner of the aggregate of
1,362,049 shares (25.8%) of Common Stock held by the Investors.
Charterhouse disclaims beneficial ownership of all of such
shares, and has been advised that each Investor disclaims
beneficial ownership of the shares of Common Stock held by the
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other Investors, except that each of CBL and CFCL does not
disclaim beneficial ownership of the shares owned by the other.
Mezzanine Capital Corporation Limited ("MCC") owns 598,471
shares (11.3%) of Common Stock. Charterhouse is a party to an
Investment Advisory Agreement with MCC, pursuant to which
Charterhouse provides investment advice to MCC, including advice
as to its investment in the shares of Common Stock, but does not
have the power to vote or dispose of any such investment on MCC's
and the eleven members of MCC's Board of Directors include (i)
Halpern and Katz, who are directors, executive officers and
stockholders of Charterhouse, (ii) two representatives of
Electra, one of whom is a director of Charterhouse, (iii) two
representatives of affiliates of CBL and CFCL and, (iv) one other
director of Charterhouse (who is not affiliated with any of its
stockholders). By reason of the foregoing, Charterhouse may be
deemed to have shared power to vote and dispose of the shares of
Common Stock held by MCC and, therefore, for purposes of Section
13(d) of the Exchange Act only, may be deemed to be the
beneficial owner of those shares. Charterhouse disclaims
beneficial ownership of the shares of Common Stock held by MCC.
Halpern, Katz and, to the best knowledge of the Reporting
Persons, the other persons listed in Appendix B each is the
beneficial owner of the shares of Common Stock listed opposite
under such person's name in Appendix B, with sole power to vote
and dispose of such shares. To the best knowledge of the
Reporting Persons, none of the other persons listed in Appendix A
beneficially owns any shares of Common Stock. Each of Halpern
and Katz disclaims beneficial ownership of the shares of Common
Stock of which Charterhouse may be deemed to be the beneficial
owner.
MCC and the Investors (including Luctor, Globe, Slough and
Electra, each of which owns more than 5% of the outstanding
shares of Common Stock), have the right to receive dividends on,
and the proceeds from the sale of, shares of Common Stock owned
by each of them, although in the case of the Investors, under
certain circumstances noncash proceeds of any such sale will
remain subject to management by Charterhouse pursuant to the
Investment Management Agreements.
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Descriptions of the transactions in the shares of Common
Stock during the past 60 days by the Reporting Persons and, to
the best knowledge of the Reporting Persons, the other persons
listed in Appendix A are included in Appendix C.
[TEXT OF ITEM 5 OF AMENDMENT 1 TO THE SCHEDULE 13D:]
Appendix B attached hereto sets forth the amount and
percentage of the outstanding shares of Common Stock owned by
each of the Investors, after giving effect to the purchase of the
November Shares. Neither MCC, Luctor nor Odyssey purchased any
of the November Shares. Charterhouse still is not the record
owner of any shares of Common Stock. However, because
Charterhouse has the sole power to vote and dispose of the shares
of Common Stock owned by the Investors by reason of the
relationships between Charterhouse and the Investors described in
Item 5 of the Schedule 13D, for purposes of Section 13(d) of the
Exchange Act only, Charterhouse may be deemed to be the
beneficial owner of the aggregate of 1,440,449 shares (27.3%) of
Common Stock held by the Investors. Charterhouse disclaims
beneficial ownership of all of such shares, and has been advised
that each Investor disclaims beneficial ownership of the shares
of Common Stock held by the other Investors, except that each of
CBL and CFCL does not disclaim beneficial ownership of the shares
owned by the other.
Halpern, Katz and, to the best knowledge of the Reporting
Persons, the other persons listed in Appendix A each is the
beneficial owner of the November Shares listed opposite such
person's name in Appendix A, with sole power to vote and dispose
of such shares. Each of Halpern and Katz disclaims beneficial
ownership of the shares of Common Stock of which Charterhouse may
be deemed to be the beneficial owner.
The Investors (including MCC, Globe, Slough and Electra,
each of which owns more than 5% of the outstanding shares of
Common Stock), have the right to receive dividends on, and the
proceeds from the sale of, the shares of Common Stock owned by
each of them, although under certain circumstances noncash
proceeds of any such sale will remain subject to management by
Charterhouse under the arrangements described in Item 5 of the
Schedule 13D.<PAGE>
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Descriptions of the transactions in the shares of Common
Stock by the Reporting Persons since the filing of the Schedule
13D and, to the best knowledge of the Reporting Persons, the
other persons listed in Appendix A are included in Appendix C
attached hereto.
[TEXT OF ITEM 5 OF AMENDMENT NO. 2 TO THE SCHEDULE 13D]
Appendix B attached hereto sets forth the amount and
percentage of the outstanding shares of Common Stock owned by
each of the Investors, after giving effect to the purchase of the
Nov-Dec Shares. Neither MCC, Luctor nor Odyssey purchased any of
the Nov-Dec Shares. Charterhouse still is not the record owner
of any shares of Common Stock. However, because Charterhouse has
the sole power to vote and dispose of the shares of Common Stock
owned by the Investors by reason of the relationships between
Charterhouse and the Investors described in Item 5 of the
Schedule 13D, for purposes of Section 13(d) of the Exchange Act
only, Charterhouse may be deemed to be the beneficial owner of
the aggregate of 1,493,809 shares (28.3%) of Common Stock held by
the investors. Charterhouse disclaims beneficial ownership of
all of such shares, and has been advised that each investor
disclaims beneficial ownership of the shares of Common Stock held
by the other Investors, except that each of CBL and CFCL does not
disclaim beneficial ownership of the shares owned by the other.
Halpern, Katz and, to the best knowledge of the Reporting
Persons, the other persons listed in Appendix A each is the
beneficial owner of the Nov-Dec Shares listed opposite such
person's name in Appendix A, with sole power to vote and dispose
of such shares. Each of Halpern and Katz disclaims beneficial
ownership of the shares of Common Stock of which Charterhouse may
be deemed to be the beneficial owner.
The Investors (including Luctor, Globe, Slough and Electra,
each of which owns more than 5% of the outstanding shares of
Common Stock), have the right to receive dividends on, and the
proceeds from the sale of, the shares of Common Stock owned by
each of them, although under certain circumstances noncash
proceeds of any such sale will remain subject to management by
Charterhouse under the arrangements described in Item 5 of the
Schedule 13D.<PAGE>
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Descriptions of the transactions in the shares of Common
Stock by the Reporting Persons since the last filing of the
Schedule 13D and, to the best knowledge of the Reporting Persons,
the other persons listed in Appendix A are included in Appendix C
attached hereto.
[TEXT OF ITEM 5 OF AMENDMENT NO. 3 TO THE SCHEDULE 13D:]
Alvine purchased the Alvine Shares from the Company June 29,
1988 at a price of $4.20 per share, pursuant to the terms of a
Stock Purchase Agreement, dated May 26, 1988 (the "Stock Purchase
Agreement"). Alvine has the sole power to vote the Alvine Shares
and shared power to dispose of the Alvine Shares under the terms
of the Stockholders Agreement described below.
Alvine is a citizen of the United States of America and his
principal business address is at 55 North Racebrook Road,
Woodbridge, Connecticut 06525. Alvine is engaged in
entrepreneurial activities, including the founding and buyout of
companies, and is a business principal and investor. As part of
those activities, Alvine serves as, among other things: (a) Vice
Chairman of the Board of the Company, which is a manufacturer of
battery power systems and their components; (b) a nonstockholding
Principal of Charterhouse, a privately held Delaware corporation
that specializes in leveraged buyouts and turnarounds; and (c)
the chief executive officer and principal stockholder of i-Ten
Management Corp., a privately held Connecticut corporation that
provides consulting services to a number of companies (including
Charterhouse and the Company) and has its principal executive
offices at 55 North Racebrook Road, Woodbridge, Connecticut
06525. To the best knowledge of the Reporting Persons, during
the past five years, Alvine has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
and has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which he 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 find-
ing any violation with respect to such laws.
<PAGE>
Page 18 of 27
Under the Stock Purchase Agreement, if Alvine's employment
with the Company is terminated prior to May 1, 1989, other than
by the Company without cause or by Alvine as a result of a
material breach by the Company of his employment agreement, all
of the Alvine Shares will be forfeited to the Company, and if he
is so terminated prior to May 1, 1990, 50% of the Alvine Shares
will be forfeited. However, the forfeiture provisions will not
apply as aforesaid in each of the following cases; (i) if the
termination is due to death or disability, the forfeiture will
not apply to the portion of the Alvine Shares attributable, on a
monthly pro rata basis (i.e., approximately 4.2% a month), to the
number of whole months from May 1, 1988 through the date of
termination ("Pro Rata Vesting"); (ii) if the Company merges or
consolidates with, or sells or otherwise transfers all or
substantially all of its assets to, another corporation (except
when the Company is the surviving corporation and has not become
a wholly owned subsidiary of another corporation or when Alvine
is an executive officer or a more than 5% equity holder of the
other party to the transaction or of any entity controlling that
party) (a "Business Combination"), the forfeiture will not apply
to any of the Alvine Shares; and (iii) if a change in control (as
defined) of the Company (other than as a result of a Business
Combination) occurs, Pro Rata Vesting will apply with respect to
the period from May 1, 1988 through the date of completion of the
transaction and, in addition, if the average of the daily closing
prices of the Common Stock during the 20 trading days immediately
preceding the date of completion of the transaction is not less
than $11.00 a share, the forfeiture will not apply to all or a
portion of the remaining Alvine Shares in 20% per whole dollar
increments ranging from 20% vesting at $11.00 a share to full
vesting at or above $15.00 a share ("Price Vesting"). If a
forfeiture of any of the Alvine Shares occurs, the equivalent
portion of the Note will be cancelled.
Alvine has entered into a Stockholders Agreement, dated May
26, 1988 (the "Stockholders Agreement"), with the Investors
relating to the Alvine Shares. Under the Stockholders Agreement,
(i) the Investors have the right to require Alvine (and, if not
so required by the Stockholders, Alvine will have the right) to
participate on a pro rata basis in any sale by the Investors of
any shares of Common Stock owned by them; and (ii) the Investors
Page 19 of 27
will have a right of first refusal with respect to any proposed
sale by Alvine of any of the Alvine Shares. The Stockholders
Agreement also relates to an additional 211,010 shares of Common
Stock that Alvine may have the right to purchase from the Company
under certain circumstances pursuant to the terms of an option
for a term expiring April 30, 1993 granted by the Company to
Alvine, which option is not exercisable within 60 days (although
the exercisability thereof may be accelerated in whole or in part
under certain circumstances).
By reason of the relationships between Charterhouse and the
Investors, described in Item 5 of the Schedule 13D, Charterhouse
has the sole power to vote and dispose of the shares of Common
Stock owned by the Investors and to exercise on behalf of the
Investors their rights under the Stockholders Agreement. As a
result of the foregoing, for purposes of Section 13(d) of the
Exchange Act only, Charterhouse may be deemed to have shared
power to dispose of the Alvine Shares and, therefore, may be
deemed to be the beneficial owner of those shares.
Accordingly, after giving effect to the purchase by Alvine
of the Alvine Shares and the execution of the Stockholders
Agreement, and taking into account the relationships between
Charterhouse and the Investors described in the Schedule 13D, for
purposes of Section 13(d) of the Exchange Act only, Charterhouse
may be deemed to have the sole power to vote and dispose of a
total of 2,092,280 or 37.9% of the outstanding shares of Common
Stock and shared power to dispose of an additional 316,515 or
5.7% of those outstanding shares. Charterhouse disclaims
beneficial ownership of all of those shares, and has been advised
that each Investor disclaims beneficial ownership of the Alvine
Shares and the shares of Common Stock held by the other Investors
(except that each of CBL and CFCL does not disclaim beneficial
ownership of the shares owned by the other). In addition, each
of Halpern and Katz (see Item 2 of the Schedule 13D) disclaims
beneficial ownership of all such shares of which Charterhouse may
be deemed to be the beneficial owner.
Page 20 of 27
[TEXT OF ITEM 5 OF AMENDMENT NO. 4 TO THE SCHEDULE 13D:]
As of August 16, 1989, the Investment Management Agreement
between Luctor and Charterhouse was terminated (the
"Termination") to the extent it related to the investment in
shares of Common Stock. As a result, Charterhouse no longer has
the power to vote or dispose of the 288,612 shares of Common
Stock owned by Luctor and no longer may be deemed to be the
beneficial owner of those shares for purposes of Section 13 of
the Exchange Act.
Accordingly, after giving effect to the Termination, and
taking into account the relationships between Charterhouse and
the Investors, MCC and Alvine described in the Schedule 13D, for
purposes of Section 13(d) of the Exchange Act only, Charterhouse
may be deemed to have sole power to vote and dispose of a total
of 1,205,197 or 21.6% of the outstanding shares of Common Stock,
shared power to vote and dispose of a total of 598,471 or 10.7%
of those outstanding shares, and shared power to dispose of an
additional 316,511 or 5.7% of those outstanding shares.
Charterhouse disclaims beneficial ownership of all of those
shares and has been advised that each Investor disclaims
beneficial ownership of the shares of the Common Stock held by
the other Investors (except that each of CBL and CFCL does not
disclaim beneficial ownership of the shares owned by the other).
In addition, each of Halpern and Katz (see Item 2 of the Schedule
13D) disclaims beneficial ownership of all such shares which
Charterhouse may be deemed to be the beneficial owner.
To the best knowledge of the Reporting Persons, none of the
persons listed in Appendix A beneficially owns any shares of
Common Stock.
The eleven members of MCC's Board of Directors includes one
representative of Slough, who is a director of Charterhouse.
[TEXT OF ITEM 5 OF AMENDMENT NO. 5 TO THE SCHEDULE 13D:]
As of March 5, 1991, the Investment Management Agreement
between Odyssey and Charterhouse was terminated (the
"Termination") to the extent it related to the investment in
Page 21 of 27
shares of Common Stock. As a result, Charterhouse no longer has
the power to vote or dispose of the 57,772 shares of Common Stock
owned by Odyssey and no longer may be deemed to be the beneficial
owner of those shares for purposes of Section 13 of the Exchange
Act.
Accordingly, after giving effect to the Termination, and
taking into account the relationships between Charterhouse and
the Investors, MCC and Alvine described in the Schedule 13D, for
purposes of Section 13(d) of the Exchange Act only, Charterhouse
may be deemed to have sole power to vote and dispose of a total
of 1,147,475 or 20.1% of the outstanding shares of Common Stock,
shared power to vote and dispose of a total of 598,471 or 10.5%
of these outstanding shares, and shared power to dispose of an
additional 316,515 or 5.5% of those outstanding shares.
Charterhouse disclaims beneficial ownership of all of those
shares and has been advised that each Investor disclaims
beneficial ownership of the shares of the Common Stock held by
the other Investors (except that each of CBL and CFCL does not
disclaim beneficial ownership of the shares owned by the other).
In addition, each of Halpern and Katz (see Item 2 of the Schedule
13D) disclaims beneficial ownership of all such shares of which
Charterhouse may be deemed to be the beneficial owner.
[TEXT OF ITEM 5 OF AMENDMENT NO. 6 TO THE SCHEDULE 13D:]
A public offering of 2,565,493 shares of Common Stock was
consummated on November 1, 1995 at a price per share of $27.00
(the "Offering"). Included in the 2,565,493 shares sold were an
aggregate of 2,181,037 shares sold by Globe, Slough, Electra,
CBL, Merifin, MCC and Alvine. Upon the consummation of the
Offering, these persons owned 8,056, 8,056, 7,622, 2,945, 866,
15,269 and 0 shares, respectively. CFCL, which did not sell
shares in the Offering, continues to own 67,872 shares. After
giving effect to the Offering, for purposes of Section 13(d) of
the Exchange Act only, Charterhouse may be deemed to have power
to vote or dispose of 110,686 or 1.7% of the outstanding shares
of Common Stock.
Page 22 of 27
Each of Halpern and Katz sold 73,651 shares of Common Stock
in the Offering. After giving effect to the Offering, each of
Halpern and Katz is the beneficial owner of 31,928 shares or 0.5%
of the outstanding shares of Common Stock and each has the sole
power to vote and dispose of such shares.
Accordingly, on November 1, 1995, upon the consummation of
the Offering, each of Reporting Persons ceased to be a person who
may be deemed to be a beneficial owner of more than five percent
of the outstanding Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
[TEXT OF ITEM 6 OF THE SCHEDULE 13D AS ORIGINALLY FILED:]
Except for the loan arrangements between Charterhouse and
Halpern, Katz and the other persons listed in Appendix B
disclosed in Item 3, the Investment Management Agreements between
Charterhouse and the Investors disclosed in Item 4 and the
Investment Advisory Agreement between Charterhouse and MCC
disclosed in Item 4 (which descriptions are incorporated by
reference in this Item), none of the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any of the other
persons listed in Appendix A, has entered into any contracts,
arrangements, understandings, or relationships (legal or
otherwise) with any person with respect to any securities of the
Company.
To the best knowledge of the Reporting Persons, none of the
persons listed in Appendix A has entered into any contracts,
arrangements, understandings or relationships (legal or
otherwise) with any person in respect to any securities of the
Company.
Page 23 of 27
[TEXT OF ITEM 6 OF AMENDMENT NO. 6 TO THE SCHEDULE 13D:]
The Offering was effected pursuant to an underwriting
agreement by and among the Company, the Selling Stockholders (as
defined therein) and Donaldson, Lufkin & Jenrette Securities
Corp. and Robertson & Stephens Company, L.P. as Representatives
of the several underwriters dated October 27, 1995.
Each of the Selling Stockholders who continued to own shares
in the Company after giving effect to the Offering entered into a
lock-up agreement with the Representatives whereby the
stockholders agreed not to sell any shares of the Company for a
period of 90 days after the effective date of the Offering
without the permission of the Representatives.
Page 24 of 27
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
[TEXT OF ITEM 7 OF THE SCHEDULE 13D AS ORIGINALLY FILED:]
Exhibit 1 Agreement between Reporting Persons.
Exhibit 2 Form of Secured Promissory Note between Charterhouse
and each of Halpern, Katz and the other persons listed
in Appendix B.
Exhibit 3 Form of Investment Management Agreement between
Charterhouse and each of Electra, Globe and Slough.
Exhibit 4 Form of Investment Management Agreement between
Charterhouse and each of CBL, Luctor and Odyssey.
Exhibit 5 Form of Investment Management Agreement between
Charterhouse and each of CFCL and Merifin.
Exhibit 6 Investment Advisory Agreement among MCC, Mezzanine
Capital Corporation (Managers) Limited and
Charterhouse.
[TEXT OF ITEM 7 TO AMENDMENT NO. 3 TO THE SCHEDULE 13D:]
Exhibit 1 Secured Promissory Note, dated June 29, 1988, issued by
Alvine to the Company in the amount of $1,326,197.90.
Exhibit 2 Stockholders Agreement, dated May 26, 1988, between
Alvine and the Investors.
[TEXT OF ITEM 7 TO AMENDMENT NO. 6 TO THE SCHEDULE 13D:]
Exhibit 1 Form of the Underwriting Agreement (incorporated by
reference to Exhibit 1.1 to the Company's Registration
Statement on Form S-3, No. 33-62907).
Page 25 of 27
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 accurate.
Dated: November 7, 1995
CHARTERHOUSE GROUP INTERNATIONAL, INC.
By: /s/ Merril M. Halpern
Name: Merril M. Halpern
Title: Chairman
MERRIL M. HALPERN
/s/ Merril M. Halpern
JEROME L. KATZ
/s/ Jerome L. Katz
Page 26 of 27
APPENDIX A
Directors and Executive Officers of
Charterhouse Group International, Inc.
Unless otherwise indicated, the address for each person is 535
Madison Avenue, New York, NY 10022, and each person is a citizen
of the United States.
Merrill M. Halpern
Chairman of the Board of Charterhouse
Jerome L. Katz
President and Chief Executive Officer and Director of
Charterhouse
A. Lawrence Fagan
Executive Vice President and Director of Charterhouse
Patricia R. Merrick
Senior Vice President of Charterhouse
Richard G. Henshaw
Senior Vice President of Charterhouse
Alfred Schechter
Director of Charterhouse
John F. Brown
Director of Charterhouse
Hobart House Grovesnor Place
London England
Deputy Managing Director
CIN Venture Managers
Citizen of United Kingdom
Peter Carnwath
Director of Charterhouse
Electra, Inc.
New York, NY 10022
Citizen of United Kingdom
Page 27 of 27
G. Nigel Mobbs
Director of Charterhouse
234 Bath Road
Slough Berkshire SL1 4EE
England
Chairman of the Board and Chief Executive Officer of Slough
Estates plc
Citizen of the United Kingdom
Coen N. Teulings
Director of Charterhouse
Merifin B.V.
Veerkade 7
3016 De Rotterdam
The Netherlands
Director of Merifin, B.V.
Citizen of the Netherlands
[PROSKAUER ROSE GOETZ & MENDELSOHN]
(212) 969-3413
November 7, 1995
Securities and Exchange Commision
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Charter Power Systems, Inc.
Schedule 13D
Dear Commissioners:
We hereby electronically transmit for filing Schedule
13D for the above-mentioned company.
Sincerely,
Mark Moran
