STOCKER & YALE INC
SC 13G, 1998-04-03
OPTICAL INSTRUMENTS & LENSES
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.

                                SCHEDULE 13G


                 Under the Securities Exchange Act of 1934
                             (Amendment _____)*


                            STOCKER & YALE, INC.
- -------------------------------------------------------------------------------
                              (Name of Issuer)

                  COMMON STOCK, PAR VALUE $0.001 PER SHARE
- -------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                  86126T03
               ---------------------------------------------
                               (CUSIP Number)


               ---------------------------------------------
          (Date of Event Which Requires Filing of this Statement)

        Check the  appropriate  box to designate the rule pursuant to which
        this Schedule is filed:

            |_|   Rule 13d-1(b)
            |X|   Rule 13d-1(c)
            |_|   Rule 13d-1(d)

        *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 the disclosures  provided
        in a prior page.

        The information  required in 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 (the "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).


                    *SEE INSTRUCTIONS BEFORE FILLING OUT

                                SCHEDULE 13G

CUSIP No. 86126T03                                 Page 2 of 5 Pages


1   NAME OF REPORTING PERSON

     RICHARD L. CHILTON, JR.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)  [ ]
                                  (see instructions)     (b)  [ ]

3   SEC USE ONLY

4   CITZENSHIP OR PLACE OF ORGANIZATION

     UNITED STATES

  NUMBER OF      5  SOLE VOTING POWER

   SHARES           257,520

 BENEFICIALLY    6  SHARED VOTING POWER

OWNED BY EACH       0

 REPORTING       7  SOLE DISPOSITIVE POWER

PERSON WITH         257,520

                 8  SHARED DISPOSITIVE POWER

                    0

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     257,520

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)              [ ]
    EXCLUDES CERTAIN SHARES (See Instructions)

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     10.03%

12  TYPE OF REPORTING PERSON (See Instructions)

     IN



Item 1.

(a)   NAME OF ISSUER:   Stocker & Yale, Inc.

(b)   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

      32 Hampshire Road
      Salem, New Hampshire  03079


Item 2.

(a) - (c)   NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND
            CITIZENSHIP:

            Richard L. Chilton, Jr.
            Chilton Investment Co., Inc.
            320 Park Avenue, 22nd Floor
            New York, NY  10022

            Citizenship:   United States

2(d)        TITLE OF CLASS OF SECURITIES:  Common Stock, par value $0.01 per
            share

2(e)        CUSIP NUMBER:  86126T03


Item        3. IF THIS  STATEMENT IS FILED PURSUANT TO RULES  13d-1(b),  OR
            13-2(b), CHECK WHETHER THE PERSON FILING IS A:


(a) [ ]     Broker or Dealer registered under Section 15 of the Act (15
            U.S.C. 78o);

(b) [ ]     Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) [ ]     Insurance Company as defined in Section 3(a)(19) of the Act
            (15 U.S.C. 78c);

(d) [ ]     Investment  Company  registered  under  Section  8 of  the
            Investment Company Act (15 U.S.C. 80a-8);

(e) [ ]     An  investment   advisor  in   accordance   with  Section
            240.13d-1(b)(1)(ii)(E);

(f) [ ]     An employee  benefit plan or endowment  fund in  accordance
            with Section 240.13d-1(b)(1)(ii)(F);

(g) [ ]     A parent holding company or control  person,  in accordance
            with Section 240.13d-1(b)(1)(ii)(G);

(h) [ ]     A savings  association  as defined  in Section  3(b) of the
            Federal Deposit Insurance Act (12 U.S.C. 1813);


(i) [ ]     A church plan that is excluded  from the  definition  of an
            investment  company  under Section  3(c)(14) of the  Investment
            Company Act of 1940 (15 U.S.C. 80a-3);


(j) [ ]     Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)


If this statement is filed pursuant to ss. 240.13d-1(c), check this box.  |X|


Item 4.     OWNERSHIP:


(a)         AMOUNT BENEFICIALLY OWNED:  257,520 shares of Common Stock.

(b)         PERCENT OF CLASS:  10.03%

(c)         NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

            (i)   sole power to vote or to direct the vote:

                  257,520

            (ii) shared power to vote or to direct the vote:

                  0

            (iii) sole power to dispose or to direct the disposition of:

                  257,520

            (iv) shared power to dispose or to direct the disposition of:

                  0


Item 5.     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

            If this  statement is being filed to report the fact that as of
the date hereof the reporting  person has ceased to be the beneficial owner
of more than five percent of the class of securities,  check the following:
|_|


Item 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

            Not applicable.


Item 7.     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
            ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
            COMPANY:

            Not applicable.


Item 8.     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

            Not applicable.


Item 9.     NOTICES OF DISSOLUTION OF GROUP:


            Not applicable.


Item 10.    CERTIFICATION:

            By signing  below I certify  that,  to the best of my knowledge
            and belief, the securities  referred to above were not acquired
            and are not  held for the  purpose  of or with  the  effect  of
            changing  or  influencing  the  control  of the  issuer  of the
            securities and were not acquired and are not held in connection
            with or as a participant in any transaction having that purpose
            or effect.


                                  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.



 Dated:  April 3, 1998              RICHARD L. CHILTON, JR.

                                    By: /s/ Richard L. Chilton, Jr.
                                        -------------------------------



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