-----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, TbumrqQwENggwdszWXWTdZOpDxhdzSMaTXbZfT9oo2h8/buynb1cBtG2okAkG3uy 0ohQrJxoDLdIPJaj15B4rA== 0000895345-97-000273.txt : 19970813 0000895345-97-000273.hdr.sgml : 19970813 ACCESSION NUMBER: 0000895345-97-000273 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970812 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STOCKER & YALE INC CENTRAL INDEX KEY: 0000094538 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 042114473 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47779 FILM NUMBER: 97657542 BUSINESS ADDRESS: STREET 1: 32 HAMPSHIRE ROAD CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 5082843248 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHILTON RICHARD L JR CENTRAL INDEX KEY: 0000940313 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CHILTON INVESTMENT PARTNERS LP STREET 2: 399 PARK AVE 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513596 MAIL ADDRESS: STREET 1: CHILTON INVESTMENT PARTNERS LP STREET 2: 399 PARK AVE 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 OMB APPROVAL OMB Number:3235-0145 Expires:October 31, 1997 Estimated average burden hours per form. . . . . . 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO.1)* STOCKER & YALE, INC. - ---------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE - ---------------------------------------------------------------- (Title of Class of Securities) 86126T03 ---------------------------------- (CUSIP Number) CHILTON INVESTMENT CO., INC., 320 PARK AVENUE, 22ND FLOOR NEW YORK, NY 10022 ATTN: RICHARD L. CHILTON, JR. (212) 751-3596 - ---------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 29, 1997 ------------------------------------- (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 the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent 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 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. 86126T03 Page of Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS CHILTON INVESTMENT CO., INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 480 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 480 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 480 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .02% 14 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 86126T03 Page of Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS RICHARD L. CHILTON, JR. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER OF 7 SOLE VOTING POWER SHARES 257,520 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 257,520 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 257,520 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.03% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1.SECURITY AND ISSUER The Schedule 13D initially filed on October 21, 1996 of Richard L. Chilton, Jr. (the "Reporting Person"), relating to the common stock, par value $.001 per share (the "Shares"), issued by Stocker & Yale, Inc., a Massachusetts corporation (the "Issuer"), is hereby amended by this Amendment No. 1 to the Schedule 13D to report an increase in the Reporting Person's ownership of Shares from 7.8% to 10.03%, and additionally as follows: ITEM 2.IDENTITY AND BACKGROUND Item 2 is hereby supplemented by the addition of the following: This Statement is being filed on behalf of Chilton Investment Co., Inc., a New York S corporation ("Chilton Investment"). Chilton Investment is sometimes referred to herein individually as a "Reporting Person" and collectively with Richard L. Chilton, Jr. as the "Reporting Persons." Information with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person. The Reporting Persons have entered into a Joint Filing Agreement, dated August 12, 1997 attached hereto as Exhibit A. ITEM 2. (a), (b), (c) Chilton Investment is a New York S corporation whose principal business is to act as investment adviser with respect to certain managed accounts. Mr. Chilton is the sole shareholder and president of Chilton Investment. The address of the principal office of Chilton Investment is 320 Park Avenue, 22nd Floor, New York, New York 10022. The name, present principal occupation or employment and business address of the executive officer and director of Chilton Investment are listed in Schedule I hereto. ITEM 2. (d), (e) During the last five years, Neither Chilton Investment nor, to the best knowledge of Chilton Investment, any person identified in Schedule I has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violation with respect to such laws. ITEM 2. (f) To the best knowledge of Chilton Investment, all natural persons identified herein and in Schedule I are United States citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby supplemented by the addition of the following: As of the date hereof, Chilton Investment has acquired 480 shares of Common Stock for an aggregate purchase price of $2,068.80. The funds for the acquisition of the Shares by Chilton Investment came from funds of the holders of certain managed accounts (the "Managed Accounts"). As of the date hereof, Mr. Chilton is deemed to beneficially own 257,520 Shares. All 257,520 Shares beneficially owned by Mr. Chilton are held by the Partnerships or by managed accounts over which the Reporting Person has investment discretion. The Shares were purchased in open market transactions at an aggregate cost of $1,109,911.20. The funds for the purchase of the Shares held in the Partnerships and the managed accounts over which the Reporting Persons has investment discretion have come from the Partnerships' working capital or each account's own funds or from margin loans entered into in the ordinary course of business. ITEM 4.PURPOSE OF TRANSACTION Item 4 is hereby supplemented by the addition of the following: The Shares beneficially owned by the Reporting Persons were acquired for, and are being held for, investment purposes. The Reporting Persons have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. ITEM 5.INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby supplemented by the addition of the following: (a) Chilton Investment beneficially owns 480 shares of Common Stock, representing .02% of the Shares. Mr. Chilton beneficially owns 257,520 Shares, representing 10.03% of the Shares. (The foregoing calculations are based on 2,567,894.60 Shares issued and outstanding as of August 1, 1997 according to publicly available filings of the Issuer). If the Reporting Persons were deemed to constitute a group, the 258,000 Shares beneficially owned by the Reporting Persons would represent 10.05% of the issued and outstanding Shares as of August 1, 1997. (The foregoing calculations are based on the number of Shares then issued and outstanding according to publicly available filings of the Issuer). Each of the Reporting Persons disclaims beneficial ownership of the Shares owned by the other Reporting Persons or by any other investor. The Reporting Persons have the power to vote, direct the vote, dispose of or direct the disposition of all the Shares that they are deemed to beneficially own. All transactions in the Shares effected by the days were effected in open-market transactions and are set forth in Exhibit A hereto. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby supplemented by the addition of the following: Other than the agreement set forth in Exhibit A hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in response to Item 2 above and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7.MATERIAL TO BE FILED AS EXHIBITS Exhibit A: Joint Filing Agreement, dated August 12, 1997, by and among Chilton Investment Co., Inc. and Richard L. Chilton, Jr. 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: August 12, 1997 CHILTON INVESTMENT CO., INC. By: /s/ Richard L. Chilton, Jr. ---------------------------- Name: Richard L. Chilton, Jr. Title: President RICHARD L. CHILTON, JR. By: /s/ Richard L. Chilton, Jr. ---------------------------- SCHEDULE I EXECUTIVE OFFICER AND DIRECTOR CHILTON INVESTMENT CO., INC. NAME PRESENT BUSINESS PRESENT PRINCIPAL ADDRESS OCCUPATION Richard L. Chilton Investment President and Sole Chilton, Jr. Co., Inc. Shareholder of Chilton President 320 Park Avenue, Investment Co., Inc.; 22nd Floor General Partner of New York, NY 10022 Chilton Investments, L.P.; General Partner of Olympic Equity Partners, L.P. SCHEDULE II TRANSACTIONS IN SHARES OF COMMON STOCK ($0.001 PAR VALUE) OF STOCKER & YALE, INC. (CUSIP # 86126T03) SINCE JUNE 12, 1997 ------------------------------------------------------------- # OF SHARES TRADE PRICE PURCHASED (SOLD IN DATE THE PAST 60 DAYS - ---------------------------------------------------------------- CHILTON INVESTMENT CO., INC. 7/29/97 4.31 480 (MANAGED ACCOUNTS) - ---------------------------------------------------------------- RICHARD L. CHILTON, JR. 7/24/97 4.31 10,000 7/29/97 4.31 47,520 INDEX OF EXHIBITS Exhibit A: Joint Filing Agreement, dated August 12, 1997, by and among Chilton Investment Co., Inc. and Richard L. Chilton, Jr. EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of Shares of Stocker & Yale, Inc. is being filed on behalf of each of the undersigned. Dated: August 12, 1997 CHILTON INVESTMENT CO., INC. By: /s/ Richard L. Chilton, Jr. ---------------------------- Name: Richard L. Chilton, Jr. Title: President RICHARD L. CHILTON, JR. By: /s/ Richard L. Chilton, Jr. ---------------------------- -----END PRIVACY-ENHANCED MESSAGE-----