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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO.1)*
STOCKER & YALE, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
86126T03
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(CUSIP Number)
CHILTON INVESTMENT CO., INC., 320 PARK AVENUE, 22ND FLOOR
NEW YORK, NY 10022
ATTN: RICHARD L. CHILTON, JR. (212) 751-3596
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JULY 29, 1997
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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-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A 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-1(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).
SCHEDULE 13D
CUSIP No. 86126T03 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
CHILTON INVESTMENT CO., INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 480
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 480
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.02%
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 86126T03 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
RICHARD L. CHILTON, JR.
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
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 257,520
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 257,520
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,520
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.03%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
ITEM 1.SECURITY AND ISSUER
The Schedule 13D initially filed on October 21, 1996 of
Richard L. Chilton, Jr. (the "Reporting Person"), relating to the
common stock, par value $.001 per share (the "Shares"), issued by
Stocker & Yale, Inc., a Massachusetts corporation (the "Issuer"),
is hereby amended by this Amendment No. 1 to the Schedule 13D to
report an increase in the Reporting Person's ownership of Shares
from 7.8% to 10.03%, and additionally as follows:
ITEM 2.IDENTITY AND BACKGROUND
Item 2 is hereby supplemented by the addition of the
following:
This Statement is being filed on behalf of Chilton
Investment Co., Inc., a New York S corporation ("Chilton
Investment"). Chilton Investment is sometimes referred to herein
individually as a "Reporting Person" and collectively with
Richard L. Chilton, Jr. as the "Reporting Persons."
Information with respect to each Reporting Person is
given solely by such Reporting Person and no Reporting Person has
responsibility for the accuracy or completeness of information
supplied by any other Reporting Person. The Reporting Persons
have entered into a Joint Filing Agreement, dated August 12, 1997
attached hereto as Exhibit A.
ITEM 2. (a), (b), (c)
Chilton Investment is a New York S corporation whose
principal business is to act as investment adviser with respect
to certain managed accounts. Mr. Chilton is the sole shareholder
and president of Chilton Investment. The address of the
principal office of Chilton Investment is 320 Park Avenue, 22nd
Floor, New York, New York 10022. The name, present principal
occupation or employment and business address of the executive
officer and director of Chilton Investment are listed in
Schedule I hereto.
ITEM 2. (d), (e)
During the last five years, Neither Chilton Investment
nor, to the best knowledge of Chilton Investment, any person
identified in Schedule I has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in 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 2. (f)
To the best knowledge of Chilton Investment, all
natural persons identified herein and in Schedule I are United
States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby supplemented by the addition of the
following:
As of the date hereof, Chilton Investment has acquired
480 shares of Common Stock for an aggregate purchase price of
$2,068.80. The funds for the acquisition of the Shares by
Chilton Investment came from funds of the holders of certain
managed accounts (the "Managed Accounts").
As of the date hereof, Mr. Chilton is deemed to
beneficially own 257,520 Shares. All 257,520 Shares beneficially
owned by Mr. Chilton are held by the Partnerships or by managed
accounts over which the Reporting Person has investment
discretion. The Shares were purchased in open market
transactions at an aggregate cost of $1,109,911.20.
The funds for the purchase of the Shares held in the
Partnerships and the managed accounts over which the Reporting
Persons has investment discretion have come from the
Partnerships' working capital or each account's own funds or from
margin loans entered into in the ordinary course of business.
ITEM 4.PURPOSE OF TRANSACTION
Item 4 is hereby supplemented by the addition of the
following:
The Shares beneficially owned by the Reporting Persons
were acquired for, and are being held for, investment purposes.
The Reporting Persons have no plan or proposal which relates to, or
would result in, any of the actions enumerated in Item 4 of the
instructions to Schedule 13D.
ITEM 5.INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby supplemented by the addition of the
following:
(a) Chilton Investment beneficially owns 480 shares of
Common Stock, representing .02% of the Shares. Mr. Chilton
beneficially owns 257,520 Shares, representing 10.03% of the
Shares. (The foregoing calculations are based on 2,567,894.60
Shares issued and outstanding as of August 1, 1997 according to
publicly available filings of the Issuer).
If the Reporting Persons were deemed to constitute
a group, the 258,000 Shares beneficially owned by the Reporting
Persons would represent 10.05% of the issued and outstanding
Shares as of August 1, 1997. (The foregoing calculations are
based on the number of Shares then issued and outstanding
according to publicly available filings of the Issuer).
Each of the Reporting Persons disclaims beneficial
ownership of the Shares owned by the other Reporting Persons or
by any other investor.
The Reporting Persons have the power to vote,
direct the vote, dispose of or direct the disposition of all the
Shares that they are deemed to beneficially own. All transactions
in the Shares effected by the days were effected in open-market
transactions and are set forth in Exhibit A hereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby supplemented by the addition of the
following:
Other than the agreement set forth in Exhibit A hereto,
there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
response to Item 2 above and between such persons and any person
with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's
fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7.MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Joint Filing Agreement, dated August 12,
1997, by and among Chilton Investment Co.,
Inc. and Richard L. Chilton, Jr.
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: August 12, 1997
CHILTON INVESTMENT CO., INC.
By: /s/ Richard L. Chilton, Jr.
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Name: Richard L. Chilton, Jr.
Title: President
RICHARD L. CHILTON, JR.
By: /s/ Richard L. Chilton, Jr.
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SCHEDULE I
EXECUTIVE OFFICER AND DIRECTOR
CHILTON INVESTMENT CO., INC.
NAME PRESENT BUSINESS PRESENT PRINCIPAL
ADDRESS OCCUPATION
Richard L. Chilton Investment President and Sole
Chilton, Jr. Co., Inc. Shareholder of Chilton
President 320 Park Avenue, Investment Co., Inc.;
22nd Floor General Partner of
New York, NY 10022 Chilton Investments,
L.P.; General Partner of
Olympic Equity Partners,
L.P.
SCHEDULE II
TRANSACTIONS IN SHARES OF COMMON STOCK ($0.001 PAR VALUE)
OF STOCKER & YALE, INC. (CUSIP # 86126T03)
SINCE JUNE 12, 1997
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# OF SHARES
TRADE PRICE PURCHASED (SOLD IN
DATE THE PAST 60 DAYS
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CHILTON INVESTMENT CO., INC. 7/29/97 4.31 480
(MANAGED ACCOUNTS)
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RICHARD L. CHILTON, JR. 7/24/97 4.31 10,000
7/29/97 4.31 47,520
INDEX OF EXHIBITS
Exhibit A: Joint Filing Agreement, dated August 12, 1997, by and
among Chilton Investment Co., Inc. and Richard L.
Chilton, Jr.
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the
undersigned that the Schedule 13D filed on or about this date and
any amendments thereto with respect to the beneficial ownership
by the undersigned of Shares of Stocker & Yale, Inc. is being
filed on behalf of each of the undersigned.
Dated: August 12, 1997
CHILTON INVESTMENT CO., INC.
By: /s/ Richard L. Chilton, Jr.
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Name: Richard L. Chilton, Jr.
Title: President
RICHARD L. CHILTON, JR.
By: /s/ Richard L. Chilton, Jr.
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