0001104659-05-008595.txt : 20120629 0001104659-05-008595.hdr.sgml : 20120629 20050228160031 ACCESSION NUMBER: 0001104659-05-008595 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050228 DATE AS OF CHANGE: 20050228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHANNELL WILLIAM H CENTRAL INDEX KEY: 0001132848 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 9067132600 MAIL ADDRESS: STREET 1: 26040 4NEZ ROAD CITY: TEMECULA STATE: CA ZIP: 92591 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHANNELL COMMERCIAL CORP CENTRAL INDEX KEY: 0001013696 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 952453261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48509 FILM NUMBER: 05645598 BUSINESS ADDRESS: STREET 1: 26040 YNEZ ROAD CITY: TEMECULA STATE: CA ZIP: 92591-9022 BUSINESS PHONE: 9096949160 MAIL ADDRESS: STREET 1: CHANNELL COMMERCIAL CORP STREET 2: 26040 YNEZ ROAD CITY: TEMECULA STATE: CA ZIP: 92591-9022 SC 13G/A 1 a05-4297_1sc13ga.htm SC 13G/A

 

 

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 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 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)
William H. Channell

 

 

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
UNITED STATES

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
667

 

6.

Shared Voting Power 
3,251,163.  See Item 4(a).

 

7.

Sole Dispositive Power 
667

 

8.

Shared Dispositive Power
3,251,163.  See Item 4(a).

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,251,830.  See Item 4(a).

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
34.7%.  See Item 4(b).

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jacqueline M. Channell

 

 

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
UNITED STATES

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,334

 

6.

Shared Voting Power 
3,251,163  See Item 4(a).

 

7.

Sole Dispositive Power 
6,334

 

8.

Shared Dispositive Power
3,251,163  See Item 4(a).

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,257,497 See Item 4(a).

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
34.7%.  I come up with 34.8% See Item 4(b).

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The Channell Family Trust

 

 

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
CALIFORNIA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power 
3,251,163.  See Item 4(a).

 

7.

Sole Dispositive Power 
-0-

 

8.

Shared Dispositive Power
3,251,163.  See Item 4(a).

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,251,163  See Item 4(a).

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
34.7%.  See Item 4(b).

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4



 

Item 1.

 

(a)

Name of Issuer
Channell Commercial Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
26040 Ynez Road
Temecula, California 92591

 

Item 2.

 

(a)

Name of Person Filing
William H. Channell and Jacqueline M. Channell, as Co-Trustees of the Channell Family Trust; and the Channell Family Trust A Joint Filing Agreement is attached hereto as Exhibit 1.

 

(b)

Address of Principal Business Office or, if none, Residence
26040 Ynez Road
Temecula, California 92591

 

(c)

Citizenship
Mr. and Mrs. Channell are citizens of the United States.  The Channell Family Trust is a California trust.

 

(d)

Title of Class of Securities
Common Stock, $.01 par value per share

 

(e)

CUSIP Number
159186105

 

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


EX-1 2 a05-4297_1ex1.htm EX-1

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