SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cannondale Corporation
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
137798 10 4
(Cusip Number)
Mr. Arthur E. Hall
1726 Cedarwood Drive
Minden, Nevada 89423
(702) 782-5174
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 1998
(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 [ ].
*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 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 (however,
see the Notes).
**The total number of shares of Stock reported herein is 567,500 shares,
which constitutes approximately 6.5% the total number of outstanding. All
ownership percentages set forth herein assume that there are 8,687,615 shares
of Stock outstanding.
<PAGE>
1. Name of Reporting Person:
Valarian Associates
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Nevada
7. Sole Voting Power: 300,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 300,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
300,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.5%
14. Type of Reporting Person: PN
- -------------
(1) Power is exercised through its sole general partner, Arthur E. Hall.
<PAGE>
1. Name of Reporting Person:
Hallco, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Nevada
7. Sole Voting Power: 150,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 150,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
150,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.7%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President and controlling stockholder,
Arthur E. Hall.
<PAGE>
1. Name of Reporting Person:
A. E. Hall & Co. Money Purchase Plan
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Nevada
7. Sole Voting Power: 75,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 75,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
75,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: OO - Trust
- ------------
(1) Power is exercised through its sole trustee, Arthur E. Hall.
<PAGE>
1. Name of Reporting Person:
Joanne Ginn Hall Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Nevada
7. Sole Voting Power: 42,500 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 42,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
42,500
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%
14. Type of Reporting Person: OO - Trust
- ------------
(1) Power is exercised through its two trustees, Arthur E. Hall and Joanne
G. Hall.
<PAGE>
1. Name of Reporting Person:
Arthur E. Hall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 525,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 42,500 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 525,000 (1)
Person
With
10. Shared Dispositive Power: 42,500 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
567,500 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.5%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as (i) the sole general partner of Valarian
Associates with respect to 300,000 of such shares, (ii) the President
and controlling stockholder of Hallco, Inc. with respect to 150,000 of
such shares and (iii) the sole trustee and beneficiary of the A. E. Hall
& Co. Money Purchase Plan with respect to 75,000 of such shares.
(2) Solely in his capacity as one of two trustees of the Joanne Ginn Hall
Trust with respect to 42,500 of such shares.
<PAGE>
1. Name of Reporting Person:
Joanne G. Hall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 42,500 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 42,500 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
42,500 (1)
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%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as one of two trustees of the Joanne Ginn Hall
Trust.
<PAGE>
Item 1. SECURITY AND ISSUER.
This statement relates to shares of the common stock, par value $0.01
per share (the "Stock"), of Cannondale Corporation, a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
16 Trowbridge Drive, Bethel, Connecticut 06829.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Act, the undersigned hereby file this
Schedule 13D Statement on behalf of Valarian Associates, a Nevada limited
partnership ("Valarian"), Hallco, Inc., a Nevada corporation ("Hallco"), A.
E. Hall & Co. Money Purchase Plan (the "Plan"), Joanne Ginn Hall Trust, a
Nevada revocable trust (the "Trust"), Arthur E. Hall ("AEH") and Joanne G.
Hall ("JGH"). Valarian, Hallco, the Plan, the Trust, AEH and JGH are
sometimes hereinafter collectively referred to as the "Reporting Persons."
The Reporting Persons are making this single, joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of
the Act, although neither the fact of this filing nor anything contained
herein shall be deemed to be an admission by the Reporting Persons that a
group exists.
(b) - (c)
Valarian
Valarian is a Nevada limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. Valarian's principal business address, which also serves as its
principal office, is 1726 Cedarwood Drive, Minden, Nevada 89423. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to AEH,
the sole general partner of Valarian, is set forth below.
Hallco
Hallco is a Nevada corporation, the principal business of which is
serving as an investment manager for Valarian. Hallco's principal business
address, which also serves as its principal office, is 1726 Cedarwood Drive,
Minden, Nevada 89423. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to each director, executive officer and control
person of Hallco are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
AEH See answers below. See answers below.
JGH See answers below. See answers below.
Plan
The Plan is a retirement plan for self-employed persons established
pursuant to the Internal Revenue Code. The address of the Plan is 1726
Cedarwood Drive, Minden, Nevada 89423. Pursuant to Instruction C to Schedule
13D of the Act, information with respect to AEH, the sole trustee and
beneficiary of the Plan, is set forth below.
Trust
The Trust is a Nevada revocable trust subsisting under the laws of the
State of Nevada. The address of the Trust is 1726 Cedarwood Drive, Minden,
Nevada 89423. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to AEH, one of two trustees of the Trust, and with
respect to JGH, the other trustee and sole trustor of the Trust, is set forth
below.
AEH
AEH's business address is 1726 Cedarwood Drive, Minden, Nevada 89423,
and his principal occupation at such address is investing for his own
account.
JGH
JGH's principal occupation is working as a certified nurse and her
business address is 1726 Cedarwood Drive, Minden, Nevada 89423.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been 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.
(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America. All of the persons identified in this Item
that are not natural persons subsist under the laws of the United States of
America or of a political subdivision thereof.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used by the Reporting Persons to
purchase shares of Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Valarian Working Capital (1) $4,802,500
Hallco Working Capital (1) 3,018,750
Plan Trust Funds (2) 1,509,375
Trust Trust Funds (2) 854,451
AEH Not Applicable Not Applicable
JGH Not Applicable Not Applicable
(1) As used herein, the term "Working Capital" includes income
from the business operations of the entity plus sums, if any, borrowed
from banks and brokerage firm margin accounts to operate such business
in general. None of the funds reported herein as "Working Capital" were
borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(2) As used herein, the term "Trust Funds" includes income from
the investments of the entity plus sums, if any, borrowed from banks and
brokerage firm margin accounts for general purposes. None of the funds
reported herein as "Trust Funds" were borrowed or otherwise obtained for
the specific purpose of acquiring, handling, trading or voting the
Stock.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the shares of the Stock reported herein
for investment purposes. Consistent with such purposes, certain of the
Reporting Persons have had, and expect to continue to have, discussions with
management of the Issuer, and with other stockholders of the Issuer,
concerning various ways of maximizing long-term stockholder value.
Depending on market conditions and other factors that each Reporting
Person may deem material to its investment decision, such Reporting Person
may purchase additional shares of the Stock in the open market or in private
transactions. Depending on these same factors, such Reporting Person may
sell all or a portion of the shares of the Stock that it owns or hereafter
may acquire on the open market or in private transactions.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, the Reporting Persons have no present plans or proposals that
relate to or that would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Valarian
The number of shares of the Stock that Valarian beneficially owns
pursuant to Rule 13d-3 of the Act is 300,000, which constitutes approximately
3.5% of the outstanding shares of the Stock.
Hallco
The number of shares of the Stock that Hallco beneficially owns pursuant
to Rule 13d-3 of the Act is 150,000, which constitutes approximately 1.7% of
the outstanding shares of the Stock.
Plan
The number of shares of the Stock that the Plan beneficially owns
pursuant to Rule 13d-3 of the Act is 75,000, which constitutes approximately
0.9% of the outstanding shares of the Stock.
Trust
The number of shares of the Stock that the Trust beneficially owns
pursuant to Rule 13d-3 of the Act is 42,500, which constitutes approximately
0.5% of the outstanding shares of the Stock.
AEH
Because of his positions as (i) the sole general partner of Valarian,
(ii) the President and controlling stockholder of Hallco, (iii) the sole
trustee and beneficiary of the Plan and (iv) one of two trustees of the
Trust, AEH may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of an aggregate of 567,500 shares of the Stock, which
constitutes approximately 6.5% of the outstanding shares of the Stock.
JGH
Because of her positions as one of two trustees, and as the sole
trustor, of the Trust, JGH may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 42,500 shares of the Stock, which constitutes
approximately 0.5% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, none of
the persons named in Item 2 herein is the beneficial owner of any shares of
the Stock other than as set forth above.
(b)
Valarian
Acting through AEH, its sole general partner, Valarian has the sole
power to vote or to direct the vote or to dispose or to direct the
disposition of 300,000 shares of the Stock.
Hallco
Acting through AEH, its President and controlling stockholder, Hallco
has the sole power to vote or to direct the vote or to dispose or to direct
the disposition of 150,000 shares of the Stock.
Plan
Acting through AEH, its sole trustee, the Plan has the sole power to
vote or to direct the vote or to dispose or to direct the disposition of
75,000 shares of the Stock.
Trust
Acting through AEH and JGH, its trustees, the Trust has the sole power
to vote or to direct the vote or to dispose or to direct the disposition of
42,500 shares of the Stock.
AEH
In his capacities as (i) the sole general partner of Valarian, (ii) the
President and controlling stockholder of Hallco and (iii) the sole trustee
and beneficiary of the Plan, AEH has the sole power to vote or to direct the
vote or to dispose or to direct the disposition of 525,000 shares of the
Stock in the aggregate. In his capacity as one of two trustees of the Trust,
AEH has the shared power to vote or to direct the vote or to dispose or to
direct the disposition of 42,500 shares of the Stock.
JGH
In her capacity as one of two trustees of the Trust, JGH has the shared
power to vote or to direct the vote or to dispose or to direct the
disposition of 42,500 shares of the Stock.
(c) During the past sixty (60) days, the Reporting Persons have
purchased shares of the Stock in over-the-counter transactions on NASDAQ, as
follows:
NUMBER OF
REPORTING PERSON DATE SHARES PURCHASED PRICE PER SHARE
Trust 12/16/97 15,000 $19.875
Valarian 01/28/98 110,000 20.125
Hallco 01/28/98 150,000 20.125
Plan 01/28/98 75,000 20.125
Trust 01/28/98 20,500 20.120
Except as set forth in this Schedule 13D, to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the Stock during the past 60
days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Stock owned
by such Reporting Person.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or
relationships with respect to the shares of Stock owned by the Reporting
Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
<PAGE>
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.
DATED: February 9, 1998
VALARIAN ASSOCIATES
By: /s/ Arthur E. Hall
Arthur E. Hall, General Partner
HALLCO, INC.
By: /s/ Arthur E. Hall
Arthur E. Hall, President
/s/ Arthur E. Hall
Arthur E. Hall, Trustee of the
A. E. HALL & CO. MONEY PURCHASE
PLAN
/s/ Arthur E. Hall
Arthur E. Hall, Trustee of the
JOANNE GINN HALL TRUST
/s/ Joanne G. Hall
Joanne G. Hall, Trustee of the
JOANNE GINN HALL TRUST
/s/ Arthur E. Hall
ARTHUR E. HALL
/s/ Joanne G. Hall
JOANNE G. HALL
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
VALARIAN ASSOCIATES
By: /s/ Arthur E. Hall
Arthur E. Hall, General Partner
HALLCO, INC.
By: /s/ Arthur E. Hall
Arthur E. Hall, President
/s/ Arthur E. Hall
Arthur E. Hall, Trustee of the
A. E. HALL & CO. MONEY PURCHASE
PLAN
/s/ Arthur E. Hall
Arthur E. Hall, Trustee of the
JOANNE GINN HALL TRUST
/s/ Arthur E. Hall
Joanne G. Hall, Trustee of the
JOANNE GINN HALL TRUST
/s/ Arthur E. Hall
ARTHUR E. HALL
/s/ Joanne G. Hall
JOANNE G. HALL
