SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BRIDGEPORT MACHINES, INC.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
108228-10-7
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(CUSIP Number)
Robert A. Trevisani, Esq.
Gadsby & Hannah LLP
225 Franklin Street
Boston, MA 02110 (617) 345-7013
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 15, 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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-l(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement 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 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).
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(1) Names of Reporting Persons:
HIGH TECHNOLOGY HOLDING CORP.
I.R.S. Identification Number: 06-1272462
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(2) Check the Appropriate Box if a Member (a) [ ]
of a Group* (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds*
BK
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power
568,700
(8) Shared Voting Power
0
(9) Sole Dispositive Power
568,700
(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
568,700
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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)
10%
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(14) Type of Reporting Person*
CO
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(1) Names of Reporting Persons.
DR. MILTON B. HOLLANDER
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(2) Check the Appropriate Box if a Member (a) [ ]
of a Group* (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
Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
USA
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Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power
568,700
(8) Shared Voting Power
0
(9) Sole Dispositive Power
568,700
(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
568,700
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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)
10%
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(14) Type of Reporting Person*
IN
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Statement") relates to the
common stock, $0.01 par value (the "Shares"), of Bridgeport Machines, Inc.,
a Delaware corporation (the "Company"). The address of the principal
executive offices of the Company is 500 Lindley Street, Bridgeport,
Connecticut 06606.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by High Technology Holding Corp.
("HTH"), a Delaware corporation, the principal business of which is a
holding company and by Dr. Milton B. Hollander ("Hollander"), the owner of
100% of the issued and outstanding capital stock of HTH. The principal
business address of HTH is 2229 South Yale Street, Santa Ana, California
92704-4426. Neither HTH, nor, to the best of the knowledge of HTH or
Hollander, any director or executive officer of HTH, has been, during the
last five years, (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) 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. Pursuant to Instruction C to Schedule 13D of the
Act, the name, address and present occupation of each director, executive
officer and controlling person of HTH are set forth in Schedule 1 hereto.
All persons listed therein are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds used by HTH in making the purchase was from a
general line of credit. The aggregate amount of funds used in making the
purchase including brokerage commissions and other costs through the close
of business on March 15, 1999 was approximately $6,208,743.
ITEM 4. PURPOSE OF THE TRANSACTION
HTH acquired and continues to hold the Shares of the Company for
investment purposes. Depending on market conditions and other factors that
HTH may deem material to its investment decision, HTH may purchase
additional Shares by means of open market purchases, private transactions,
tender offers, mergers or other business transactions. Depending on these
same factors, HTH may sell all or a portion of the Shares that it now owns
or hereafter acquires on the open market or in private transactions.
Following a series of discussions with the Company's management and
members of its Board of Directors, HTH by letter dated March 15, 1999
proposed that the Company's Board accept a plan pursuant to which the
Company would redeem from its shareholders up to fifty percent (50%) of its
issued and outstanding common stock, exclusive of the 10% held by HTH,
(approximately 2.5 million shares) at a price of $10.125 per share. The
HTH proposal further stipulated that shareholders who did not tender would
receive a 3-year warrant for each share held. The terms and conditions of
issuance of the warrants to be negotiated.
The HTH proposal is contingent upon changes in the Board of Directors
satisfactory to HTH. HTH expressed its desire to take an active role in
the Company's management of the Company. The self-tender proposed by HTH
is to be financed through a credit facility arranged by HTH. The financing
letter obtained by HTH is contingent upon several matters including
completion of an appraisal of Company assets.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Hollander, through HTH, beneficially
owns 568,700 shares of Common Stock of the Company. According
to the Company's Annual Report on Form 10-Q dated February 12,
1999 there were 5,704,404 shares of Common Stock outstanding as
of January 2, 1999.* Based upon that number, the ownership of
HTH constitutes approximately 10% of the Company's issued and
outstanding Common Stock. Except as set forth herein, to the
best of HTH's or Hollander's knowledge, no person named in
Schedule 1 except for Hollander beneficially owns any shares of
Common Stock of the Company.
* HTH believes there are issued and outstanding 5,593,904
shares if 110,500 Treasury shares are excluded from the
computation.
(b) Hollander has the sole power to vote or direct the vote, and to
dispose of or to direct the disposition of 568,700 shares of
Common Stock of the Company.
(c) N/A
(d) No person other than Hollander has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock owned by HTH.
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees or profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
LIST OF EXHIBITS
None.
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.
Date: March 15, 1999
HIGH TECHNOLOGY HOLDING, CORP.
By: /s/ Milton B. Hollander
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Name/Title: Dr. Milton B. Hollander,
President
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.
Date: March 15, 1999
Signature: /s/ Milton B. Hollander
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Name/Title: Dr. Milton B. Hollander,
individually
SCHEDULE 13D
Bridgeport Machines, Inc.
Cusip No. 108228107
SCHEDULE 1
The following individuals are all of the officers and directors of
HTH. Dr. Milton B. Hollander is the only controlling person of HTH:
<TABLE>
<CAPTION>
Directors Address Current Employment
- --------- ------- ------------------
<S> <C> <S>
Dr. Milton B. Hollander 2229 South Yale St. Chairman & CEO
Santa Ana, CA 92704-4426 Newport Electronics, Inc.
President - HTH
Officers
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Dr. Milton B. Hollander [Same as Above] [Same as Above]
President
Ralph S. Michel 41 Rosewood Drive Vice President & CFO
Vice President & Secretary Easton, CT 06612 Omega Engineering, Inc.
</TABLE>
