-----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, DNu5bokd+4ihjLD/zLEjs8mm0i3d4DMjDzAzDx/bKIRJexd5wRXv7AZmzdOR0Bu8 2zLbLsFh1ioK7kiNlLe9sQ== 0000844240-99-000012.txt : 19990215 0000844240-99-000012.hdr.sgml : 19990215 ACCESSION NUMBER: 0000844240-99-000012 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDIAC CONTROL SYSTEMS INC CENTRAL INDEX KEY: 0000706507 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 742119162 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-38519 FILM NUMBER: 99534621 BUSINESS ADDRESS: STREET 1: 3 COMMERCE BLVD CITY: PALM COAST STATE: FL ZIP: 32137 BUSINESS PHONE: 9044455450 MAIL ADDRESS: STREET 1: 3 COMMERCE BLVD CITY: PALM COAST STATE: FL ZIP: 32164 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENFIELD PARTNERS L P CENTRAL INDEX KEY: 0000844240 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133494422 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 153 EAST 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127537878 MAIL ADDRESS: STREET 2: 153 EAST 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Cardiac Control Systems, Inc. ___________________________________________ (Name of Issuer) Common Stock, $.10 Par Value ___________________________________________ (Title of Class of Securities) 1419909D5R __________________ (CUSIP Number) Check the following box if a fee is being paid with this statement | |. (A fee is not required only if the filing 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). *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 the 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). Page 1 of 12 Pages CUSIP No. 13G Page 2 of 12 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Penfield Partners, L.P. ("The Fund") F13-3494422 - ---------------------------------------------------------------- (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 (5) SOLE VOTING POWER 108,953 SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 108,953 REPORTING ------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 108,953 - ---------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.11 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IV - ---------------------------------------------------------------- CUSIP No. 13G Page 3 of 12 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Pine Creek Adviser, L.P. ("Pine Creek") F13-3749534 - ---------------------------------------------------------------- (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 (5) SOLE VOTING POWER None SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 108,953 REPORTING ------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 108,953 - ---------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.11 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IA - ---------------------------------------------------------------- CUSIP No. 13G Page 4 of 12 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William D. Witter, Inc. ("Witter, Inc.") F13-2879276 - ---------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| - ---------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION New York - ---------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER None SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 108,953 REPORTING ------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 108,953 - ---------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.11 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IA - ---------------------------------------------------------------- CUSIP No. 13G Page 5 of 12 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William D. Witter ###-##-#### - ---------------------------------------------------------------- (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 (5) SOLE VOTING POWER None SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 108,953 OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 108,953 REPORTING ------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 108,953 - ---------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.11 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IN - ---------------------------------------------------------------- Page 6 of 12 Pages Item 1. (a) Name of Issuer: Cardiac Control systems, Inc. (b) Address of Issuer's Principal Executive Offices: 3 Commerce Blvd. Palm Coast, FLa. 32137 Item 2. (a)-(c) Name of Person Filing; Address of Principal Business Office; and Place of Organization: This statement is filed on behalf of (i) Penfield Partners, L.P., a Delaware limited partnership (the "Fund"), (ii) Pine Creek Advisers Limited Partnership, a Delaware Limited Partnership ("Pine Creek"), (iii) William D. Witter, Inc. ("Witter, Inc.") and (iv) William D. Witter. Each of the foregoing is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." The principal office and business address of the Reporting Persons is 153 East 53 Street, 51st Floor, New York, N.Y. 10022. The business of the Fund is to acquire, purchase, invest in, sell, convey, transfer, exchange and otherwise trade in principally equity and equity related securities. Pine Creek is a general partner of and investment adviser to the Fund. Pine Creek is registered as a investment adviser under the Investment Advisers Act of 1940, as amended. The principal business of Pine Creek is to act as a general partner of and investment adviser to the Fund. Page 7 of 12 Pages Witter, Inc. is the sole general partner of Pine Creek. Witter, Inc. is a New York corporation registered as an investment adviser under the Advisers Act of 1940 and also serves as the investment adviser to institutional and individual clients. William D. Witter is the President and 98.6% shareholder of Witter, Inc. Mr. Witter is also an Individual General Partner of the Fund and is principally responsible for the selection, acquisition and disposition of the portfolio securities by Witter, Inc. on behalf of Pine Creek and the Fund. 2 (b) Title of Class of Securities: See cover sheets. 2(c) CUSIP Number: See cover sheets. Item 3. This Schedule is being filed pursuant to Rule 13d- 1(b): (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) (x) 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 Page 8 of 12 Pages to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (g) (x) Parent Holding Company, in accordance with $240.13d -1 (b) (ii) (G) (h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii) (H) See Exhibit A attached hereto. Item 4. Ownership: (a) Amount Beneficially Owned: 108,953 shares of Common Stock are beneficially owned by the Reporting Persons. (b) Percent of Class: 4.11 percent of the Common Stock are beneficially owned by the Reporting Persons. (c) Number of Shares as to Which Such Person Has Rights to Vote and/or Dispose of Securities: The Fund has the sole power to vote or to direct the vote and to dispose or to direct the disposition of all securities reported hereby which are beneficially owned by the Fund. Pine Creek has the sole power to dispose or to direct the disposition of all securities reported hereby which are beneficially Page 9 of 12 Pages owned by Pine Creek. William D. Witter has shared power to vote or to direct the vote of securities reported hereby which are beneficially owned by William D. Witter by virtue of being the Individual General Partner of the Fund. 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 that five percent of the class of securities, check the following __X__. Item 6.Ownership of More than Five Percent on Behalf of Another Person: The Fund as owner of the securities in question, has the right to receive any dividends from, or proceeds from the sale of, such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: See Exhibit A attached hereto. Page 10 of 12 Pages Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notices of Dissolution of Group: Not applicable. Item 10. Certification: Each of the undersigned certifies that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were acquired for the purpose of and do 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. Page 11 of 12 Pages SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 12, 1999 PENFIELD PARTNERS, L.P. By:_________________________ William D. Witter Individual General Partner PINE CREEK ADVISERS LIMITED PARTNERSHIP By:_________________________ William D. Witter General Partner WILLIAM D. WITTER, INC. By:_________________________ William D. Witter President Page 12 of 12 Pages EXHIBIT A This Exhibit explains the relationship between the Reporting Persons. Pine Creek Advisers Limited Partnership is registered as an investment adviser under the Advisers Act of 1940. Pine Creek was formed for the purpose of acting as the Fund's investment adviser. William D. Witter, Inc. is a New York corporation registered as an investment adviser under the Advisers Act, and the sole general partner of Pine Creek. Witter, Inc. serves as an investment adviser for individuals and institutions. William D. Witter is the President of William D. Witter, Inc. and serves as an Individual General Partner to the Fund. -----END PRIVACY-ENHANCED MESSAGE-----