-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WJd8psl5GceEKKH9aJub4ZhpnuC/uBmOgVXfXMVt2vRAGxr7UD/9DLkBUcEoq7b7 97DZeUCQlJpiQRzYyWAO8w== 0001157523-07-008809.txt : 20070829 0001157523-07-008809.hdr.sgml : 20070829 20070828180128 ACCESSION NUMBER: 0001157523-07-008809 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070829 DATE AS OF CHANGE: 20070828 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUDYNE CORP CENTRAL INDEX KEY: 0000022912 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 231408659 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36588 FILM NUMBER: 071084938 BUSINESS ADDRESS: STREET 1: 2530 RIVA ROAD STREET 2: SUITE 201 CITY: ANNAPOLIS STATE: MD ZIP: 21401 BUSINESS PHONE: 4102244415 MAIL ADDRESS: STREET 1: 2530 RIVA ROAD STREET 2: SUITE 201 CITY: ANNAPOLIS STATE: MD ZIP: 21401 FORMER COMPANY: FORMER CONFORMED NAME: CDC CONTROL SERVICES INC DATE OF NAME CHANGE: 19680510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB PARTNERS CORP CENTRAL INDEX KEY: 0000942618 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 SC 13D 1 a5480933.txt LOEB PARTNERS CORP. SC 13D UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Compudyne Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 204795306 (CUSIP Number) Michael Emanuel, Esq. c/o Loeb Partners Corporation 61 Broadway, N.Y., N.Y., 10006 (212) 483-7047 (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) August 27, 2007 (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 statement [ ]. (A fee is not required only if the following reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described is 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. 204795306 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Partners Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 15,917 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 14,472 Shares of Common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 15,917 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 14,472 Shares of Common stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,389 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.36% 14 TYPE OF REPORTING PERSON* CO, BD, IA SCHEDULE 13D CUSIP NO. 204795306 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage Fund 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 310,336 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 310,336 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 310,336 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.68% 14 TYPE OF REPORTING PERSON* PN, BD SCHEDULE 13D CUSIP NO. 204795306 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore Fund Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 78,015 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 78,015 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 78,015 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .92% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP NO. 204795306 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage B Fund LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 89,745 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 89,745 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 89,745 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.06% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP NO. 204795306 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore B Fund Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 26,431 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 26,431 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,431 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.31% 14 TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer. - ------ ------------------- The title and class of equity security to which this Statement relates is the common stock, $0.75 par value per share (the "Common Stock"), of CompuDyne Corporation. The address of the Issuer's principal executive offices is 2530 Riva Road, Suite 201, Annapolis, Maryland 21401. Item 2. Identity and Background. - ------ ----------------------- Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New York limited partnership. It is a registered broker/dealer. Its general partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the same address. Loeb Arbitrage B Fund LP ("LAFB") is a Delaware limited partnership. Its general partner is Loeb Arbitrage B Management, LLC. The President of these general partners is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation ("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a director. Gideon J. King is Executive Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are also directors. Loeb Offshore Fund, Ltd., ("LOF") and Loeb Offshore B Fund Ltd. ("LOFB") are each a Cayman Islands exempted company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability company, a registered investment adviser and is wholly owned by Loeb Holding Corporation. It is the investment adviser of LOF and LOFB. Gideon J. King and Thomas L. Kempner are Directors of LOF and LOFB and Managers of LOM. Loeb Marathon Fund ("LMF") is a Delaware limited partnership whose general partner is LAM. Loeb Marathon Offshore Fund Ltd. ("LMOF") is a Cayman Islands exempted company. LOM is the investment adviser of LMOF. All of the individuals named are United States citizens. None have been, within the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are 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 violations with respect to such laws. Item 3. Source and Amount of Funds or Other Compensation. - ------ ------------------------------------------------ Shares of Common Stock were acquired by LAF, LPC**, LOF, LAFB and LOFB in margin accounts maintained with Bear Stearns Securities Corp. Item 4. Purpose of Transaction. - ------ ---------------------- LAF, LPC**, LOF, LAFB and LOFB ("Loeb") have acquired shares of Common Stock for investment purposes. Loeb reserves the right, consistent with applicable law, to acquire additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise). Loeb intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management or the Board of Directors of the Issuer concerning the business and future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock of the Issuer, conditions in the securities markets and general economic and industry conditions, Loeb may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking Board representations, making proposals to the Issuer concerning the capitalization of the Issuer, purchasing additional Common Stock and other securities of the Issuer, selling some or all of its Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock of the Issuer or changing its intention partially or entirely with respect to any and all matters referred to in Item 4. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a) The persons reporting hereby owned the following shares of Common Stock as of August 27, 2007. Shares of Common Stock ---------------------- Loeb Arbitrage Fund 310,336 Loeb Partners Corporation** 30,389 Loeb Offshore Fund Ltd. 78,015 Loeb Arbitrage B Fund LP 89,745 Loeb Offshore B Fund Ltd. 26,431 ------------ 534,916 The total shares of Common Stock constitute 6.34% of the 8,438,615 outstanding shares of Common Stock as reported by the issuer. - -------------------------------------------------------------------------------- **Including shares of Common Stock purchased for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. (b) See paragraph (a) above. (c) The following purchases of Common Stock have been made in the past 60 days: Purchases of Common Stock ------------------------- Holder Date Shares Average Price Loeb Partners Corp.** 08-07-07 2975 $6.74 08-07-07 2005 6.75 08-09-07 2975 6.68 08-14-07 1488 6.70 08-15-07 1488 6.69 08-16-07 1385 6.66 08-17-07 1714 6.69 08-17-07 1610 6.68 08-20-07 5540 6.68 08-21-07 1385 6.67 08-23-07 1115 6.85 08-23-07 5540 6.92 08-24-07 615 6.90 08-27-07 554 6.90 Holder Date Shares Average Price Loeb Arbitrage Fund 08-07-07 18772 $6.74 08-07-07 27850 6.75 08-09-07 31290 6.68 08-14-07 12164 6.70 08-15-07 15644 6.69 08-16-07 14564 6.66 08-17-07 29130 6.69 08-17-07 5826 6.68 08-20-07 58260 6.68 08-21-07 14564 6.67 08-23-07 11725 6.85 08-23-07 58260 6.92 08-24-07 6461 6.90 08-27-07 5826 6.90 Holder Date Shares Average Price Loeb Offshore Fund 08-07-07 7650 $6.74 08-07-07 5156 6.75 08-09-07 7650 6.68 08-14-07 3825 6.70 08-15-07 3825 6.69 08-16-07 3553 6.66 08-17-07 7105 6.69 08-17-07 1421 6.68 08-20-07 14210 6.68 08-21-07 3553 6.67 08-23-07 2860 6.85 08-23-07 14210 6.92 08-24-07 1576 6.90 08-27-07 1421 6.90 Holder Date Shares Average Price Loeb Arbitrage B Fund 08-07-07 6005 $6.74 LP 08-07-07 8910 6.75 08-09-07 6240 6.68 08-14-07 5868 6.70 08-15-07 3120 6.69 08-16-07 4243 6.66 08-17-07 8485 6.69 08-17-07 1697 6.68 08-20-07 16970 6.68 08-21-07 4243 6.67 08-23-07 3415 6.85 08-23-07 16970 6.92 08-24-07 1882 6.90 08-27-07 1697 6.90 Holder Date Shares Average Price Loeb Offshore B Fund 08-07-07 2615 $6.74 Ltd. 08-07-07 1762 6.75 08-09-07 1845 6.68 08-14-07 1655 6.70 08-15-07 923 6.69 08-16-07 1255 6.66 08-17-07 2510 6.69 08-17-07 502 6.68 08-20-07 5020 6.68 08-21-07 1255 6.67 08-23-07 1010 6.85 08-23-07 5020 6.92 08-24-07 557 6.90 08-27-07 502 6.90 - --------------------- **Including shares of Common Stock purchased for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. All reported transactions were effected NASDAQ. (d) Not applicable. (e). Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect - ------ --------------------------------------------------------------------- to the Issuer. ------------- None. Item 7. Materials to be Filed as Exhibits. - ------ --------------------------------- None. 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. August 28, 2007 Loeb Partners Corporation By: /s/ Michael S. Emanuel ---------------------- Senior Vice President August 28, 2007 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Michael S. Emanuel ---------------------- Vice President August 28, 2007 Loeb Offshore Fund Ltd. By: /s/ Michael S. Emanuel ---------------------- Vice President August 28, 2007 Loeb Arbitrage B Fund LP By: Loeb Arbitrage B Management LLC, G.P. By: /s/ Michael S. Emanuel ---------------------- Vice President August 28, 2007 Loeb Offshore B Fund Ltd. By: /s/ Michael S. Emanuel ---------------------- Vice President -----END PRIVACY-ENHANCED MESSAGE-----