<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A-2
(RULE 13d-101)
CHART INDUSTRIES, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
16115Q 10 0
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(CUSIP Number)
with a copy to:
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CHARLES S. HOLMES THOMAS F. MCKEE, ESQ.
Asset Management Associates of Calfee, Halter & Griswold LLP
New York, Inc. 1400 McDonald Investment Center
P.O. Box 2850 800 Superior Avenue
Southampton, NY 11969 Cleveland, OH 44114-2688
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 14, 2000
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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), Rule 13d-1(f) or Rule 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
(Continued on following pages)
(Page 1 of 5 Pages)
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CUSIP NO. 16115Q 10 P 13D/A-2 PAGE 2 of 5 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Charles S. Holmes
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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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SOURCE OF FUNDS*
4 PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,567,010
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,567,010
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10 SHARED DISPOSITIVE POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,567,010
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 5 Pages)
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SCHEDULE 13D/A-2
CHARLES S. HOLMES
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D/A-2 relates to the Common Stock, $.01
per share par value (the "Common Stock"), of Chart Industries, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are at
5885 Landerbrook Drive, Suite 150, Mayfield Heights, OH 44124.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement on Schedule 13D/A-2
is Charles S. Holmes (the "Filer").
(b) The business address of the Filer is c/o Asset Management
Associates of New York, Inc., P.O. Box 250, Rutherford, NJ 07070.
(c) The present principal occupation or employment of the Filer is as
a private investor. Such employment is conducted through Asset Management
Associates of New York, Inc., a New York corporation, the principal business of
which is the management of the Filer's assets and the principal executive
offices of which are at P.O. Box 2850, Southampton, NY 11969.
(d) During the last five years, the Filer has not been convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Filer has not been a party to any
civil proceeding of any 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.
(f) The Filer is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Filer's personal funds, in the aggregate amount of
$196,066.50, were used to make three (3) open-market purchases of Common Stock
in the 60 days prior to the filing of the Schedule 13-D/A-2. None of these
transactions was previously required to be reported pursuant to Regulation 13D-G
promulgated under the Securities Exchange Act of 1934, as amended (the "Act").
(Page 3 of 5 Pages)
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ITEM 4. PURPOSE OF TRANSACTION.
The Filer purchased the shares of Common Stock for the Filer's own
investment. At present, the Filer has no plans or proposals which relate to or
would result in any of the matters specified in paragraphs (a) through (j) of
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Schedule 13D/A-2, the Filer beneficially
owns 1,567,010 shares of Common Stock, of which 1,550,260 were owned by the
Filer directly and 6,750 were owned by the Filer's minor daughter. The Filer
believes that this beneficial ownership is equal to 6.5% of the outstanding
Common Stock of the Issuer. The Filer is not a member of any "group," within the
meaning of Section 13(d)(3) of the Act, with respect to any shares of Common
Stock of which the Filer has beneficial ownership.
(b) As to the Filer:
<TABLE>
<S> <C>
Sole power to vote or to direct the vote: 1,567,010
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition: 1,567,010
Shared power to dispose or to direct the disposition: 0
</TABLE>
(c) The following transactions, all of which were effected by
purchases of Common Stock in the open market on the New York Stock Exchange,
have been effected during the 60 days prior to the date of this Schedule
13D/A-2:
<TABLE>
<CAPTION>
Date Quantity Total Price Price per Share ($)
---- -------- ----------- -------------------
<S> <C> <C> <C>
03/23/2000 25,000 $76,004.00 3
04/12/2000 24,800 $75,396.00 3
04/14/2000 15,000 $44,666.50 2 15/16
TOTALS: 64,800 $196,066.50
</TABLE>
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock beneficially owned by the Filer.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Filer is the brother of Mr. Arthur S. Holmes, the Chairman of the
Board and Chief Executive Officer of the Issuer. Mr. Arthur S. Holmes, together
with his wife,
(Page 4 of 5 Pages)
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Ms. Christine H. Holmes, beneficially owns 7,852,047 shares of
Common Stock. Other than this familial relationship, the Filer has no contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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.
APRIL 24, 2000
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(Date)
/s/ Charles S. Holmes
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(Signature)
Charles S. Holmes
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(Name/Title)
(Page 5 of 5 Pages)
