SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CONTROL CHIEF HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK, $.50 PAR VALUE PER SHARE
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(Title of Class of Securities)
253809107
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(CUSIP Number)
JOHN C. PARTIGAN, ESQ.
NIXON PEABODY LLP
CLINTON SQUARE, P.O. BOX 1051, ROCHESTER, NY 14603
(716) 263-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JULY 6, 1999
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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 Rule 13d-1(e), 13d-1(f) or 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 Rule
13d-7(b) 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 later 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 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.
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-2-
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only)
C. Lawrence Shields, Jr., and Dorothy V. Shields
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2 Check the Appropriate Box if a Member of a Group (a) /_/
(b) /_/
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3 SEC Use Only
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4 Source of Funds
Not Applicable
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
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6 Citizenship or Place of Organization
U.S.A.
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Number of 7 Sole Voting Power
Shares 1,125 (Mr. Shields only)
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Beneficially 8 Shared Voting Power
Owned by 11,787
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Each 9 Sole Dispositive Power
Reporting 1,125 (Mr. Shields only)
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Person With 10 Shared Dispositive Power
11, 787
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,912 (Mr. Shields, includes options to purchase 1,125 shares);
11,787 (Mr. and Mrs. Shields jointly)
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13 Percent of Class Represented by Amount in Row (11)
1.3% (Mr. Shields); 1.2% (Mr. and Mrs. Shields jointly)
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14 Type of Reporting Person
IN
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CUSIP NO. 253809107 13D Page 3 of 5 Pages
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, $.50 par
value per share (the "Common Stock"), of Control Chief Holdings, Inc., a New
York corporation (the "Company"). Prior to 1992, the name of the issuer was
Digimetrics, Inc. The principal executive offices of the Company are located at
P.O. Box 141, 200 Williams Street, Bradford, Pennsylvania 16701.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Statement are C. Lawrence Shields, Jr., and
Dorothy V. Shields. Mr. Shields is the founder, former Chairman of the Board of
Directors, former Chief Executive Officer and President and a current member of
the Board of Directors of the Company. Dorothy V. Shields is the spouse of Mr.
Shields. Both Mr. and Mrs. Shields are U.S. citizens, and their address is 64
Jackson Avenue, Bradford, Pennsylvania 16701.
This Statement amends a Statement on Schedule 13G filed by Mr. and Mrs.
Shields pursuant to the provisions of Rule 13d-1(d) on or about May 18, 1990.
During the last five years neither Mr. nor Mrs. Shields have been
either (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 6, 1999, Mr. and Mrs. Shields sold 131,772 shares of Common
Stock at a price of $3.39 per share to Douglas S. Bell and Janine M. Bell. In
addition, on that date, Mr. and Mrs. Shields gifted an additional 188,596 shares
of Common Stock to Douglas S. Bell and Janine M. Bell. Mr. Bell is the Chief
Executive Officer and Chairman of the Board of Directors of the Company and the
son-in-law of Mr. and Mrs. Shields. Janine M. Bell is the spouse of Mr. Bell and
the daughter of Mr. and Mrs. Shields.
Between the filing of their Statement on Schedule 13G in May of 1990
and the filing of this Statement, Mr. and Mrs. Shields effected the following
transactions not previously reported pursuant to this regulation: (i) Mr. and
Mrs. Shields purchased 481 shares in 1990 (less than 1%); (ii) Mr. Shields
purchased 2,500 shares in 1992 (less than 1%); (iii) Mr. Shields gifted 5,000
shares in 1997 and Mrs. Shields gifted 2,000 shares in 1997 (less than 1% in the
aggregate); (iv) the Company declared a 1-for-4 stock split payable in the form
of a stock dividend on February 6, 1998; (v) Mr. Shields gifted 4,000 shares in
November 1998 and Mrs. Shields gifted 2,000 shares in November 1998 (less than
1% in the aggregate); and (vi) as part of their estate planning, in January 1991
Mr. and Mrs. Shields each made gifts to the other spouse of approximately
one-half of his or her shares and held these shares individually until June of
1999, when Mr. Shields gifted 165,378 shares to Mrs. Shields and himself as
joint tenants and Mrs. Shields gifted 166,777 shares to Mr. Shields and herself
as joint tenants. (The share numbers in this paragraph have been adjusted to
reflect the 4 into 1 reverse stock split of the Common
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CUSIP NO. 253809107 13D Page 4 of 5 Pages
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Stock effected on November 23, 1992.) The above transactions were reported on
Forms 4 filed by Mr. and Mrs. Shields and in the Company's Proxy Statements.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. and Mrs. Shields transferred the 320,368 shares of Common Stock to
Mr. and Mrs. Bell so that the voting power represented by the shares would be
exercisable by them and for estate planning purposes.
Mr. and Mrs. Shields intend to gift an additional 11,787 shares of
Common Stock to Mr. and Mrs. Bell in the future. In addition, in consideration
of the sale to them of the 131,722 shares of Common Stock, Mr. and Mrs. Bell
have given Mr. and Mrs. Shields a fifteen-year promissory note in the principal
amount of $447,166 plus interest to be paid quarterly. To secure payment of the
note, Mr. and Mrs. Bell have pledged the purchased shares to Mr. and Mrs.
Shields. Except as disclosed in the two preceding sentences, neither Mr. nor
Mrs. Shields have any plans or proposals which relate to or would result in the
types of transactions or events set forth in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of July 7, 1999:
(a) Amount beneficially owned: 12,912 (Mr. Shields); 11,787
(Mr. and Mrs. Shields jointly)
(b) Percent of class: 1.3% (Mr. Shields); 1.2% (Mr. and Mrs.
Shields jointly)
(c) Number of shares as to which Mr. Shields has:
(i) Sole power to vote or to direct the vote: 1,125
(ii) Shared power to vote or to direct the vote: 11,787
(iii) Sole power to dispose or to direct the disposition
of: 1,125
(iv) Shared power to dispose or to direct the disposition
of: 11,787
Number of shares as to which Mrs. Shields has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 11,787
(iii) Sole power to dispose or to direct the disposition
of: 0
(iv) Shared power to dispose or to direct the disposition
of: 11,787
Except as described in Item 3, there have been no transactions in
shares of Common Stock by Mr. or Mrs. Shields during the 60-day period prior to
the date of this Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. and Mrs. Shields intend to gift an additional 11,787 shares of
Common Stock to Mr. and Mrs. Bell in the future. In addition, in consideration
of the sale to them of the 131,722 shares of Common Stock, Mr. and Mrs. Bell
have given Mr. and Mrs. Shields a fifteen-year promissory note in the principal
amount of $447,166 plus interest to be paid
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CUSIP NO. 253809107 13D Page 5 of 5 Pages
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quarterly. To secure payment of the note, Mr. and Mrs. Bell have pledged the
purchased shares to Mr. and Mrs. Shields.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Promissory Note dated July 6, 1999, in the original
principal amount of $437,166 made by Douglas S. and Janine M. Bell in favor of
C. Lawrence and Dorothy V. Shields.
Exhibit 2: Stock Pledge Agreement dated July 6, 1999, between Douglas
S. and Janine M. Bell as Pledgor and C. Lawrence and Dorothy V. Shields as
Pledgee.
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.
/s/C. Lawrence Shields, Jr.
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C. Lawrence Shields, Jr.
/s/Dorothy V. Shields
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Dorothy V. Shields
Date: August 23, 1999
PROMISSORY NOTE
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF ERIE )
July 6, 1999
$437,166
FOR VALUE RECEIVED, DOUGLAS S. AND JANINE M. BELL, having an address at
101 Russell Boulevard, Bradford, Pennsylvania 16701, ("Maker"), hereby covenants
and promises to pay to C. LAWRENCE AND DOROTHY V. SHIELDS, having an address at
64 Jackson Avenue, Bradford, Pennsylvania 16701, ("Payee"), or order, at Payee's
address first above written or at such other address as Payee may designate in
writing, $437,166, lawful money of the United States of America, at the rate of
5.52 percent per annum, principal and interest shall be payable in equal quarter
annual installments of $10,770.60 each, commencing on the 30th day of September,
1999, and continuing on the 30th day of each succeeding December, March, June
and September, to be applied first against accrued interest at the aforesaid
rate on the outstanding principal amount, and then in reduction of principal,
until June 30, 2014 on which date all outstanding principal and accrued interest
shall be due and payable.
Maker covenants and agrees with Payee following:
1. Maker will pay the indebtedness evidenced by this Note as provided
herein.
2. This Note is secured by a Stock Pledge Agreement of even date
herewith (the "Stock Pledge Agreement"). All of the terms, covenants and
conditions, contained in the Stock Pledge Agreement are expressly incorporated
by reference herein and hereby made a part hereof. In the event of any conflict
between the provisions of this Note and the provisions of the Stock Pledge
Agreement, the terms of the Stock Pledge Agreement shall be paramount and shall
govern.
3. The obligations of Maker under this Note are subject to the
limitation that payments of interest shall not be required to the extent that
the charging of or the receipt of any such payment by Payee would be contrary to
the provisions of law applicable to Payee limiting the maximum rate of interest
which may be charged or collected by Payee.
4. The holder of this Note may declare the entire unpaid amount of
principal and interest under this Note to be immediately due and payable if
Maker defaults in the due and punctual payment of any installment of principal
or interest hereunder.
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5. Maker shall have the right to prepay the indebtedness evidenced by
this Note, in whole or in part, without penalty, without notice to Payee. The
installment payments provided for herein shall continue without change after any
such prepayment.
6. Maker hereby waives presentment for payment, demand, protest, notice
of protest, notice of nonpayment, and notice of dishonor of this Note. Maker
consents that the holder of this Note at any time may extend the time of payment
of all or any part of the indebtedness secured hereby, or may grant any other
indulgences.
7. Any notice or demand required or permitted to be made or given
hereunder shall be deemed sufficiently given or made if given by personal
service or by certified or registered mail, return receipt requested, addressed,
if to Maker, at Maker's address first above written, or if to Payee, at Payee's
address first above written. Either party may change its address by like notice
to the other party.
8. This Note may not be changed or terminated orally, but only an
agreement in writing signed by the party against whom enforcement of any change,
modification, termination, waiver, or discharge is sought. This Note shall be
construed and enforced in accordance with the laws of Pennsylvania.
IN WITNESS WHEREOF Maker has executed this Note on the date first above
written.
/s/Douglas S. Bell
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DOUGLAS S. BELL
/s/Janine M. Bell
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JANINE M. BELL
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STOCK PLEDGE AGREEMENT
AGREEMENT, dated July 6, 1999, between DOUGLAS S. AND JANINE M. BELL,
having an address at 101 Russell Boulevard, Bradford, Pennsylvania 16701,
("Pledgor"), and C. LAWRENCE AND DOROTHY V. SHIELDS, having an address at 64
Jackson Avenue, Bradford, Pennsylvania 16701, ("Pledgee").
W I T N E S S E T H:
WHEREAS, concurrently herewith Pledgee is lending to Pledgor the sum of
four hundred thirty-seven thousand one hundred sixty-six dollars ($437,166), as
evidenced by a Promissory Note of even date herewith (the "Note"); and
WHEREAS, in order to induce Pledgee to make said loan, Pledgor has
agreed to pledge to Pledgee, as security for the loan, one hundred thirty-one
thousand seven hundred seventy-two (131,772) shares (the "Shares") of common
stock of Control Chief Holdings, Inc., a corporation organized under the laws of
New York;
NOW THEREFORE, in consideration for value received, the parties hereto
agree as follows:
1. Pledge Of The Shares. Pledgor hereby pledges the Shares to Pledgee
to secure the full and prompt payment all principal and interest due or to
become due under the aforesaid Note.
2. Protection Of The Shares. Pledgor shall defend the title to the
Shares against all claims and demands whatsoever. During the term of this
Agreement, and so long as there has not occurred an Event of Default, Pledgor
shall have the right to vote the Shares on all corporate questions.
3. Default. The occurrence of any one or more of the following events
(hereinafter referred to as "Events of Default") shall constitute a default
hereunder, whether such occurrence is voluntary or involuntary or comes about or
is effected by operation of law or pursuant to or in compliance with any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental authority:
(a) If Pledgor shall default in the payment of any principal or
interest due under the Note; or
(b) If Pledgor shall fail to pay, perform or observe any covenant,
agreement, term or provision of this Agreement; or
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(c) If any representation, warranty or other statement of fact
herein or in any writing, certificate, report or statement at any time
furnished to Pledgee pursuant to or in connection with this Agreement
or the Note shall be false or misleading in any material respect; or
(d) If Pledgor shall: admit in writing its inability to pay its
debts generally as they become due; file a petition for relief under
the bankruptcy laws or a petition to take advantage of any insolvency
act; make an assignment for the benefit of creditors; commence a
proceeding for the appointment of a receiver, trustee, liquidator or
conservator of itself or the whole or any substantial part of its
property; file a petition or answer seeking reorganization or
arrangement or similar relief under the Federal Bankruptcy Laws or any
other applicable law or statute of the United States or any State; or
if Pledgor shall be adjudged a bankrupt or insolvent, or a court of
competent jurisdiction shall enter any order, judgment or decree
appointing a receiver, trustee, liquidator or conservator of Pledgor or
of the whole or any substantial part of the property of Pledgor or
approves a petition filed against Pledgor seeking reorganization or
similar relief under the Federal Bankruptcy Laws or any other
applicable law or statute of the United States or any State; or if,
under the provisions of any other law for the relief or aid of debtors,
a court of competent jurisdiction shall assume custody or control of
Pledgor or the whole or any substantial part of its property; or if
there is commenced against Pledgor any proceeding for any of the
foregoing relief; or if Pledgor by any act indicates its consent to,
approval of, or acquiescence in any such proceeding; or
4. Rights And Remedies. Upon the occurrence of an Event of Default,
Pledgor shall have sixty days to correct such Event of Default. In the event
such Event of Default is not corrected within such sixty days, the Note shall
become due and payable in full after written notice. Pledgee shall have all
rights and remedies provided by the Uniform Commercial Code in effect in the
Commonwealth of Pennsylvania on the date hereof.
Pledgor shall be liable for, and shall reimburse to Pledgee, all
expenses, including reasonable attorneys' fees, incurred or paid in connection
with establishing, perfecting, maintaining, protecting or enforcing any of
Pledgee's rights and remedies hereunder.
5. Cumulative Rights. All rights, remedies and powers granted to
Pledgee herein, or in any instrument or document related hereto, or provided or
implied by law or in equity shall be cumulative and may be exercised singly or
concurrently on any one or more occasions.
6. Notices. All notices, requests, demands or other communications
provided for herein shall be in writing and shall be deemed to have been
properly given if sent by registered or certified mail, return receipt
requested, addressed to the parties at their respective addresses herein above
set forth, or at such other addresses as the parties may designate in writing.
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7. Modification And Waiver. No modification or waiver of any provision
of this Agreement, and no consent by Pledgee to any breach thereof by Pledgor,
shall be effective unless such modification or waiver shall be in writing and
signed by Pledgee, and the same shall then be effective only for the period and
on the conditions and for the specific instances and purposes specified in such
writing. No course of dealing between Pledgor and Pledgee in exercising any
rights or remedies hereunder shall operate as a waiver or preclude the exercise
of any other rights or remedies hereunder. The aforesaid Note may be negotiated
by Pledgee, without releasing Pledgor.
8. Applicable Law. This Agreement shall be construed in accordance with
and shall be governed by the laws of the Commonwealth of Pennsylvania.
9. Benefit. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above written.
/s/Douglas S. Bell
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DOUGLAS S. BELL
/s/Janine M. Bell
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JANINE M. BELL
/s/C. Lawrence Shields
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C. LAWRENCE SHIELDS
/s/Dorothy V. Shields
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DOROTHY V. SHIELDS
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