-----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, FqC5CWOuZpwzNqY8WOecoBZTFuDexZAh+RTyGrj+u4RQI+kXONcs0IDxDDYEVo77 q18B1tv8yFTR6sERgpZrjg== 0000019617-96-000037.txt : 19960216 0000019617-96-000037.hdr.sgml : 19960216 ACCESSION NUMBER: 0000019617-96-000037 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960215 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONOLOG CORP CENTRAL INDEX KEY: 0000023503 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 520853566 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-18454 FILM NUMBER: 96521046 BUSINESS ADDRESS: STREET 1: 5 COLUMBIA RD CITY: SOMERVILLE STATE: NJ ZIP: 08876 BUSINESS PHONE: 9087228081 FORMER COMPANY: FORMER CONFORMED NAME: DSI SYSTEMS INC DATE OF NAME CHANGE: 19751218 FORMER COMPANY: FORMER CONFORMED NAME: DATA SCIENCES INC DATE OF NAME CHANGE: 19751218 FORMER COMPANY: FORMER CONFORMED NAME: MICROSEARCH SYSTEMS INC DATE OF NAME CHANGE: 19690115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL BANKING CORP CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under The Securities Exchange Act of 1934 (Amendment No. ) Conolog Corp ____________________________________________________________ (Name Of Issuer) Common New ________________________________________ (Title of Class of Securites) 208254102 ______________________________ (Cusip Number) Check the following box if a fee is being paid with this statement [X]. (A) fee is not required only if the filing person : (1) has a previous statement on file reporting beneficial ownership of more than 5% of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (see rule13d-7.) *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). (Continued on the following page(s)) Page 1 of 6 Pages SEC 1745 (9-82) CUSIP No. 208254102 13G Page 2 of 6 Pages Conolog Corp 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON. Chemical Banking Corporation - CBC Chemical Bank - CB 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) (B) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Chemical Banking Corporation - CBC Chemical Bank - CB NUMBER OF SHARES 5 SOLE VOTING POWER CBC - 375,000 CB - 375,000 BENEFI- CIALLY OWNED BY 6 SHARED VOTING POWER - NONE EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER CBC - 375,000 CB - 375,000 WITH 8 SHARED DISPOSITIVE POWER - NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - CBC - 375,000 CB - 375,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 CBC - 29.8% CB - 29.8% 12 TYPE OF PERSON REPORTING* CBC - HC CB - BK * SEE INSTRUCTION BEFORE FILLING OUT! Conolog Corp. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under The Securities Exchange Act of 1934 (Amendment No. ) Item 1(a). Name of Issuer: Conolog Corp. Item 1(b).Address of Issuer: 5 Columbia Road Somerville, NJ 08876 Principal Executive Officer: Robert S. Benou, President Item 2(a). Name of Person Filing: This notice is filed by CHEMICAL BANKING CORPORATION (CBC)and its wholly owned subsidiary, Chemical Bank (CB). Item 2(b). Address of Principal Business CBC: 270 Park Avenue Office: New York, NY 10017 CB: 270 Park Avenue New York, NY 10017 Item 2(c). Citizenship: CBC - Delaware CB - New York Item 2(d). Title of Class of Securities: Common Shares Item 2(e). CUSIP Number: 208254102 Page 3 of 6 Conolog Corp. Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ X ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or endowment Fund [see Section 240.13d-1(b)(1)(ii)(F)]. (g) [ X ] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G). (h [ ] Group, in accordance with Section 240.13d-1(ii)(H). Item 4. Ownership: (a) Amount Beneficially Owned: CBC - 375,000 CB - 375,000 (b) Percent of Class: CBC - 29.8% CB - 29.8% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: CBC - 375,000 CB - 375,000 (ii) Shared power to vote or to direct the vote: Page 4 of 6 Conolog Corp. (iii) Sole power to dispose or to direct the disposition of: CBC - 375,000 CB - 375,000 (iv) Shared power to dispose or to direct the disposition of: Item 5. Ownership of Five Percent or Less of a Class: Item 6. Ownership of More than Five Percent on Behalf of Another Person: In August of 1995, as part of the recapitalization of this publicly-traded (NASD) company, Chemical Bank agreed to restructure the repayment terms of its loan to the company. Part of the consideration provided was the exchange of a portion of our debt claim for shares of the company's common stock. After the recapitalization, the Bank owns 375,000 shares of Conolog common stock. Item 7. Identification and Classification of the Subsidiary Which Holds the Security Being Reported on by the Parent Holding Company: Pursuant to Rule 13(d) - 1 (c): This notice is filed on behalf of both CBC and its subsidiary, CB. In lieu of attaching an exhibit hereto, the identity of CB is asset forth on the cover page hereof. CB is classified as a Bank, as such term is defined in Section (3) (a) (6) of the Securities Exchange Act of 1934, as amended, Item 8. Identification and Classification of Members of this Group: Not applicable. Item 9. Notice of Dissolution of Group: Not applicable. Page 5 of 6 Conolog Corp. Item 10. Certification: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and did not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such 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: February 12, 1996 CHEMICAL BANK CHEMICAL BANKING CORPORATION /s/Edward Lee Smith /s/John B. Wynne Edward Lee Smith John B. Wynne Vice President Corporate Secretary Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----