UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
July 6, 1999
CONTROL CHIEF HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
New York
(State of jurisdiction of incorporation)
0-15910 16-0955704
(Commission File Number) (IRS Employer
Identification No.)
P.O. Box 141, 200 Williams Street, Bradford, Pennsylvania 16701
(Address of principal executive offices)
(Zip code)
(814) 368-4132
(Registrant's telephone number, including area code)
NONE
(Former name or address)
Item 1. Changes in Control of Registrant.
Mr. Douglas S. Bell, Chairman, CEO and President has entered into
an agreement which may involve a change of control.
The Corporation's Press Release with respect to the transaction is
attached as Exhibit 99.1.
Exhibits
a) Exhibit 99.1 Press Release dated July 12, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CONTROL CHIEF HOLDINGS, INC.
Date: July 12, 1999 By:/S/Douglas S. Bell
Douglas S. Bell
Chairman of the Board
Exhibit 99.1
PRESS RELEASE
For Immediate Release
July 12, 1999
CONTROL CHIEF HOLDINGS, INC. ANNOUNCES SHIELDS FAMILY SHARE
TRANSFER
BRADFORD PENNSYLVANIA. An agreement was reached on July 6, 1999
by and between Mr. C. Lawrence Shields Jr. and Mrs. Dorothy
Shields, and Mr. Douglas Bell and Mrs. Janine Bell to effectively
transfer 320,368 shares of the Corporation's Common Stock to Mr.
and Mrs. Bell. Mr. Bell is the Corporation's CEO and Chairman
and the son-in-law of Mr. and Mrs. Shields. Terms of the
transfer include the sale of 131,772 shares of Common Stock at a
price of $3.39 per share. In consideration for the sale, Mr. and
Mrs. Bell have given Mr. and Mrs. Shields a fifteen year
promissory note in the amount of $447,166 plus interest to be
paid quarterly. In addition to the term note, Mr. and Mrs. C.
Lawrence Shields Jr. have gifted to Mr. and Mrs. Douglas Bell, at
execution of the agreement an additional 188,596 shares of Common
Stock.
Prior to the execution of the agreement, Mr. C. Lawrence Shields
Jr., the founder, former Chairman of the Board of Directors,
former CEO and President and current member of the Board of
Directors, and his spouse Mrs. Dorothy Shields, beneficially
owned 333,280 shares of Control Chief Holdings, Inc. or
approximately 33.3% of the outstanding stock. This included
1,125 shares of Common Stock subject to acquisition by exercise
of outstanding options. Mr. Douglas Bell, current Chairman of
the Board of Directors, President and CEO, and Mrs. Janine Bell,
his spouse, prior to sale and gift, beneficially owned 100,520
shares of Control Chief Holdings, Inc. or approximately 10.1% of
the outstanding stock. This included 10,312 shares of Common
Stock held by Mr. Bell as trustee for custodial accounts for his
minor children and 1,250 shares of Common Stock subject to
acquisition by exercise of outstanding options. At July 12,
1999, Mr. and Mrs. C. Lawrence Shields Jr. beneficially owned
12,912 shares of Common Stock in the Corporation or less than
1.3% of the outstanding stock. Mr. and Mrs. Douglas Bell, at
July 12, 1999 beneficially owned 420,888 shares of Common Stock,
or approximately 42.1% of the outstanding stock.
Control Chief Holdings, Inc. is traded on the NASDAQ Small Cap
Market under the symbol DIGM.
