|
UNITED STATES |
|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington, D.C. 20549 |
|
|
SCHEDULE 13G |
|
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
CHANNELL COMMERCIAL CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
159186105
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
ý |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons 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 cover 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 (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).
CUSIP No. 159186105 |
|||||
|
|||||
|
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Citizenship or Place of Organization |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power |
||||
|
|||||
7. |
Sole Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
|||
|
|||||
|
11. |
Percent of Class Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type of Reporting Person (See Instructions) |
|||
2
|
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Citizenship or Place of Organization |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power |
||||
|
|||||
7. |
Sole Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
|||
|
|||||
|
11. |
Percent of Class Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type of Reporting Person (See Instructions) |
|||
3
|
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Citizenship or Place of Organization |
|||
|
|
|
|||
Number of |
5. |
Sole Voting Power |
|||
|
|||||
6. |
Shared Voting Power |
||||
|
|||||
7. |
Sole Dispositive Power |
||||
|
|||||
8. |
Shared Dispositive Power |
||||
|
|||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
|||
|
|||||
|
11. |
Percent of Class Represented by Amount in Row (9) |
|||
|
|||||
|
12. |
Type of Reporting Person (See Instructions) |
|||
4
Item 1. |
|||
|
(a) |
Name
of Issuer |
|
|
(b) |
Address
of Issuers Principal Executive Offices |
|
|
|||
Item 2. |
|||
|
(a) |
Name
of Person Filing |
|
|
(b) |
Address
of Principal Business Office or, if none, Residence |
|
|
(c) |
Citizenship |
|
|
(d) |
Title
of Class of Securities |
|
|
(e) |
CUSIP
Number |
|
|
|||
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
||
|
(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
|
(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) |
o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
o |
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) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
5
Item 4. |
Ownership |
||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|||
|
(a) |
Amount beneficially owned: The 3,251,163 shares of common stock beneficially owned by the Channell Family Trust does not include6,334 shares of common stock underlying stock options as to which Jacqueline Channell may exercise within sixty (60) days of December 31, 2004 and 667 shares of common stock underlying stock options as to which William Channell may exercise within sixty (60) days of December 31, 2004 . Including their respective options, Mrs. Channell and Mr. Channell beneficially own 3,257,497 and 3,251,830 shares of common stock, respectively. |
|
|
(b) |
Percent of class: 34.7%, which calculation includes the shares of common stock beneficially owned by the Channell Family Trust and the total issued and outstanding common stock of Channell Commercial Corporation as of December 31, 2004, but does not include the 6,334 shares of common stock underlying stock options as to which Jacqueline Channell may exercise within sixty (60) days of December 31, 2004, and the 667 shares of common stock underlying stock options as to which William Channell may exercise within sixty (60) days of December 31, 2004. Including their respective options, Mrs. Channell and Mr. Channell beneficially own 34.8% and 34.7%, respectively, of Channell Commercial Corporation's common stock as of December 31, 2004. |
|
|
(c) |
Number of shares as to which the person has:
|
|
|
|
(i) |
Sole power to vote or to direct the vote -0- |
|
|
(ii) |
Shared power to vote or to direct the vote 3,251,163 |
|
|
(iii) |
Sole power to dispose or to direct the disposition of -0- |
|
|
(iv) |
Shared power to dispose or to direct the disposition of 3,251,163 |
As indicated above, Jacqueline Channell holds options to acquire 6,334 shares of common stock exercisable within sixty (60) days of December 31, 2004, and William Channell holds options to acquire 667 shares of common stock exercisable within sixty (60) days of December 31, 2004. |
|||
|
|||
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 o. |
|||
|
Not applicable. |
||
|
|
||
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
||
|
The Channell Family Trust has the right to receive the proceeds from the sale of the securities, the ownership of which is hereby reported. |
||
|
|||
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
||
|
Not applicable. |
||
|
|||
Item 8. |
Identification and Classification of Members of the Group |
||
|
Not applicable. |
||
|
|||
Item 9. |
Notice of Dissolution of Group |
||
|
Not applicable. |
||
|
|||
Item 10. |
Certification |
||
|
Not applicable. |
6
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: February 25, 2005 |
|
|
|
|
|
/s/ William H. Channell |
|
William H. Channell |
|
|
|
|
|
/s/ Jacqueline M. Channell |
|
Jacqueline M. Channell |
|
|
|
|
|
/s/ William H. Channell |
|
The Channell Family Trust, |
|
William H. Channell, Co-Trustee |
Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
7
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) (the Statement) with respect to the shares of common stock, par value $.01, of Channell Commercial Corporation beneficially owned by the undersigned, and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to the Statement.
Dated: February 25, 2005. |
|
||
|
|
||
|
|
||
|
/s/ William H. Channell |
|
|
|
William H. Channell |
||
|
|
||
|
|
||
|
/s/ Jacqueline M. Channell |
|
|
|
Jacqueline M. Channell |
||
|
|
||
|
|
||
|
Channell Family Trust |
||
|
|
||
|
|
||
|
/s/ William H. Channell |
|
|
|
By: William H. Channell |
||
|
Title: Co-Trustee |
||