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CUSIP No. 893757 10 4 (Page 1 of 6 Pages)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)
Transmation, Inc.
(Name of Issuer)
Common Stock, $.50 par value
(Title of Class of Securities)
893757 10 4
(CUSIP Number)
E. Lee Garelick
12 Birchstone Hill
Rush, NY 14543
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 1997
(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 / /.
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CUSIP No. 893757 10 4 (Page 2 of 6 Pages)
13D
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
E. LEE GARELICK
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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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4 SOURCE OF FUNDS*
OO
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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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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER - 170,048
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER - 0
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER - 170,048
PERSON WITH
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10 SHARED DISPOSITIVE POWER - 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,048
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 893757 10 4 (Page 3 of 6 Pages)
ITEM 1. SECURITY AND ISSUER.
Common Stock, $.50 par value
Transmation, Inc.
10 Vantage Point Drive
Rochester, New York 14624
ITEM 2. IDENTITY AND BACKGROUND.
(a) E. Lee Garelick
(b) 12 Birchstone Hill
Rush, New York 14543
(c) Senior Executive
Transmation, Inc.
10 Vantage Point Drive
Rochester, New York 14624
(d) During the last five years, the Reporting Person has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person was
not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which the Reporting Person 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 Reporting Person is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 3, 1996, the Issuer acquired all of the outstanding
shares of Altek Industries Corp. ("Altek") from the Reporting
Person and another seller for a total purchase price,
negotiated at arms length, consisting of: (i) $1,700,000 in
cash; (ii) $3,100,000 in aggregate principal amount of
unsecured notes; (iii) 300,000 shares of the Issuer's Common
Stock (of which 100,000 shares were delivered at closing); and
(iv) payment of Altek's bank debt in the aggregate principal
amount of approximately $806,000. Of such total purchase
price, the Reporting Person was paid: (i) $963,333 in cash;
(ii) an unsecured note in the principal amount of $1,756,666;
and (iii) an aggregate of 170,000 shares of the Issuer's
Common Stock, of which 56,666 shares were delivered at closing
and the balance of 113,334 shares was issued on February 11,
1997.
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CUSIP No. 893757 10 4 (Page 4 of 6 Pages)
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the Reporting Person's acquisition of the
Issuer's Common Stock was the consummation of the Issuer's
acquisition of Altek from the Reporting Person and another
seller, as described in Item 3.
The Reporting Person was elected to the Issuer's Board of
Directors on April 3, 1996. Apart from his participation, as a
Director, in that Board's deliberations and determinations
from time to time with respect to various matters, the
Reporting Person has no plans or proposals which relate to or
would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of
securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any
of its subsidiaries; (d) any change in the present Board of
Directors or management of the Issuer, including any plans or
proposals to change the number or term of Directors or to fill
any existing vacancies on the Board; (e) any material change
in the present capitalization or dividend policy of the
Issuer; (f) any other material change in the Issuer's business
or corporate structure; (g) changes in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by
any person; (h) causing a class of securities of the Issuer to
be delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (i) a class
of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of
the Act; or (j) any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Amount beneficially owned: 170,048 shares
Percent of class: 6.0%
(b) Number of shares as to which the Reporting Person
has:
(i) sole power to vote or to direct the vote:
170,048
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of: 170,048
(iv) shared power to dispose or to direct the
disposition of: 0
(c) On February 11, 1997, the Issuer delivered to the
Reporting Person the balance of 113,334 shares of
Common Stock required to be so deliv-
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CUSIP No. 893757 10 4 (Page 5 of 6 Pages)
ered in connection with the Issuer's acquisition of
Altek from the Reporting Person and another seller,
as described in Item 3.
(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, such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to a certain Stock Purchase Agreement dated March 28,
1996 among the Issuer, the Reporting Person and another
seller, which provided for the Issuer's acquisition of Altek,
as described in Item 3:
(a) subject to the prior consent of the Issuer's lender,
the Issuer has the right of first refusal to
purchase, at an average market price, any shares of
the Issuer's Common Stock which the Reporting Person
proposes to dispose of other than (i) in a registered
public offering, (ii) pursuant to Rule 144, (iii) in
a tender offer, merger or similar transaction in
which substantially all of the Issuer's shareholders
participate, or (iv) by gift or bequest without
consideration;
(b) if at any time prior to October 3, 1998 the market
price of the Issuer's Common Stock falls below $4.00
per share for 20 of 30 consecutive trading days, the
Reporting Person has the right to require the Issuer
to repurchase his Common Stock at $4.00 per share,
subject to certain conditions, including the prior
consent of the Issuer's lender; and
(c) until April 3, 2006, the Reporting Person has
"piggy-back" registration rights with respect to his
shares of the Issuer's Common Stock, subject to
certain conditions.
There are no other contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting
Person and any other person with respect to any securities of
the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Stock Purchase Agreement dated March 28, 1996 among
Transmation, Inc., E. Lee Garelick and James N. Wurtz is
incorporated herein by reference to Exhibit 2(a) to the
Issuer's Current Report on Form 8-K dated April 3, 1996.
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CUSIP No. 893757 10 4 (Page 6 of 6 Pages)
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: February 12, 1997 /s/ E. Lee Garelick
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E. Lee Garelick
