-----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, FNIRJzaPVMw0iy0kOlCRmvx7tj5Ze5Iqo7ipMy8geK9n0fZ6YMHAyWL3iZHkBTrW Ul3zysFwQZXhydylP9wSuA== 0000919574-02-000442.txt : 20020414 0000919574-02-000442.hdr.sgml : 20020414 ACCESSION NUMBER: 0000919574-02-000442 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CNS INC /DE/ CENTRAL INDEX KEY: 0000814258 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411580270 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40132 FILM NUMBER: 02543769 BUSINESS ADDRESS: STREET 1: PO BOX 39802 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6128206696 MAIL ADDRESS: STREET 1: PO BOX 39802 STREET 2: PO BOX 39802 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EUBEL BRADY & SUTTMAN ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001080382 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DR STREET 2: STE 210 CITY: DAYTON STATE: OH ZIP: 45459 MAIL ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DR STREET 2: STE 210 CITY: DAYTON STATE: OH ZIP: 45459 SC 13G/A 1 cn00843001al0.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 3 Name of Issuer: CNS, Inc. Title of Class of Securities: Common Stock CUSIP Number: 126136100 (Date of Event Which Requires Filing of this Statement) December 31, 2001 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) /X/ Rule 13d-1(c) / / 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 Number: 126136100 1. Name of Reporting Person I.R.S. Identification No. of Above Person Mark E. Brady 2. Check the Appropriate Box if a Member of a Group a. b. X 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. Shared Voting Power: 808,030 7. Sole Dispositive Power: 8. Shared Dispositive Power: 808,030 9. Aggregate Amount Beneficially Owned by Each Reporting Person 808,030 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares -2- 11. Percent of Class Represented by Amount in Row (9) 5.72% 12. Type of Reporting Person IN -3- CUSIP Number: 126136100 1. Name of Reporting Person I.R.S. Identification No. of Above Person Robert J. Suttman, II 2. Check the Appropriate Box if a Member of a Group a. b. X 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. Shared Voting Power: 808,030 7. Sole Dispositive Power: 8. Shared Dispositive Power: 808,030 9. Aggregate Amount Beneficially Owned by Each Reporting Person 808,030 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares -4- 11. Percent of Class Represented by Amount in Row (9) 5.72% 12. Type of Reporting Person IN -5- CUSIP Number: 126136100 1. Name of Reporting Person I.R.S. Identification No. of Above Person Ronald L. Eubel 2. Check the Appropriate Box if a Member of a Group a. b. X 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: 1,000 6. Shared Voting Power: 808,030 7. Sole Dispositive Power: 1,000 8. Shared Dispositive Power: 808,030 9. Aggregate Amount Beneficially Owned by Each Reporting Person 809,030 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares -6- 11. Percent of Class Represented by Amount in Row (9) 5.72% 12. Type of Reporting Person IN -7- CUSIP Number: 126136100 1. Name of Reporting Person I.R.S. Identification No. of Above Person Bernie Holtgreive 2. Check the Appropriate Box if a Member of a Group a. b. X 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. Shared Voting Power: 808,030 7. Sole Dispositive Power: 8. Shared Dispositive Power: 808,030 9. Aggregate Amount Beneficially Owned by Each Reporting Person 808,030 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares -8- 11. Percent of Class Represented by Amount in Row (9) 5.72% 12. Type of Reporting Person IN -9- CUSIP Number: 126136100 1. Name of Reporting Person I.R.S. Identification No. of Above Person William Hazel 2. Check the Appropriate Box if a Member of a Group a. b. X 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: 0 6. Shared Voting Power: 808,030 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 808,030 9. Aggregate Amount Beneficially Owned by Each Reporting Person 808,030 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares -10- 11. Percent of Class Represented by Amount in Row (9) 5.72% 12. Type of Reporting Person IN -11- CUSIP Number: 126136100 1. Name of Reporting Person I.R.S. Identification No. of Above Person Eubel Brady & Suttman Asset Management, Inc. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 6. Shared Voting Power: 808,030 7. Sole Dispositive Power: 8. Shared Dispositive Power: 808,030 9. Aggregate Amount Beneficially Owned by Each Reporting Person 808,030 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 5.72% -12- 12. Type of Reporting Person CO, IA -13- Item 1(a) Name of Issuer: CNS, Inc. (b) Address of Issuer's Principal Executive Offices: P.O. Box 39802 Minneapolis, Minnesota 55439 Item 2(a) - (c). Name, Principal Business Address, and Citizenship of Persons Filing: Mark E. Brady Robert J. Suttman Ron Eubel William Hazel Bernie Holtgreive Eubel Brady & Suttman Asset Management, Inc. 7777 Washington Village Drive Ste. 210 Dayton, Ohio 45459 Mark E. Brady, Robert J. Suttman, Ronald L. Eubel, William Hazel and Bernie Holtgreive - United States citizens Eubel Brady & Suttman Asset Management, Inc. - Delaware corporation (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 126136100 Item 3. If this statement is filed pursuant to Rule 13d-1(b)(1) or 13d-2(b) or (c) check whether the person filing is: (a) / / Broker or dealer registered under Section 15 of the Act, (b) / / 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) /X/ 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 -14- Retirement Income Security Act of 1974 or Endowment Fund, (g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G), (h) / / Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) / / Church plan excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act, (j) / / Group, in accordance with Rule 13d- 1(b)(1)(ii)(H). If this statement is filed pursuant to Rule 13d-1(c), check this box. /X/ Item 4. Ownership. (a) Amount Beneficially Owned: Mark E. Brady, Robert J. Suttman, Bernie Holtgreive, William Hazel and Eubel Brady & Suttman Asset Management, Inc. - 808,030 shares; Ronald L. Eubel - 809,030 shares (b) Percent of Class: Mark E. Brady, Robert J. Suttman, Ron L. Eubel, Bernie Holtgreive, William Hazel and Eubel Brady & Suttman Asset Management, Inc. - 5.72% (c) Mark E. Brady, Robert J. Suttman, Bernie Holtgreive, William Hazel and Eubel Brady & Suttman Asset Management, Inc. - 808,030 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 808,0303 shares with shared power to dispose or to direct the disposition of; 0 shares with the sole power to dispose or to direct the disposition of; Ronald L. Eubel - 808,030 shares with shared power to vote or to direct the vote; 1,000 shares with sole power to vote or to direct the vote; 808,030 shares with shared power to dispose or to direct the disposition of; 1,000 shares with the sole power to dispose or to direct the disposition of Item 5. Ownership of Five Percent or Less of a Class. -15- N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of the Group. N/A Item 10. With respect to Mark E. Brady, Robert J. Suttman, Ronald L. Eubel, William Hazel and Bernie Holtgreive: Certification for Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. With respect to EBS Asset Management, Inc.: Certification for Rule 13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. With respect to all Reporting Persons: -16- 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. -17- /s/ Ronald L. Eubel _____________________ Ronald L. Eubel /s/ Mark E. Brady _____________________ Mark E. Brady /s/ Robert J. Suttman, II _________________________ Robert J. Suttman, II /s/ William Hazel _________________________ William Hazel /s/ Bernie Holtgreive _________________________ Bernie Holtgreive EUBEL BRADY & SUTTMAN ASSET MANAGEMENT, INC. By:/s/ Ronald L. Eubel ___________________ By: Ronald L. Eubel Chief Executive Officer February 14, 2002 _____________ Date -18- AGREEMENT The undersigned agree that this Schedule 13G dated February 14, 2002 relating to the Common Stock of America Service Group Inc. shall be filed on behalf of the undersigned. /s/ Ronald L. Eubel _____________________ Ronald L. Eubel /s/ Mark E. Brady _____________________ Mark E. Brady /s/ Robert J. Suttman, II _________________________ Robert J. Suttman, II /s/ William Hazel _________________________ William Hazel /s/ Bernie Holtgreive _________________________ Bernie Holtgreive EUBEL BRADY & SUTTMAN ASSET MANAGEMENT, INC. By: /s/ Ronald L. Eubel _________________________ By: Ronald L. Eubel Chief Executive Officer -19- 00843001.AL0 -----END PRIVACY-ENHANCED MESSAGE-----