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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)1
SPURLOCK INDUSTRIES, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
852190-10-7
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(CUSIP Number)
IRVINE R. SPURLOCK, 125 BANK ST.,
WAVERLY, VIRGINIA 23890; (804) 834-8980
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MARCH 12, 1999
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
1 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, as amended (the "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).
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<PAGE>
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CUSIP No. 852190-10-7 SCHEDULE 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Irvine R. Spurlock
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 50,000
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8 SHARED VOTING POWER
BENEFICIALLY
3,134,800
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 50,000
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10 SHARED DISPOSITIVE POWER
PERSON WITH
3,134,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,184,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Schedule 13D
Irvine R. Spurlock
Amendment #2
Item 1: Security and Issuer.
No Change
Item 2: Identity and Background.
No Change
Item 3: Source and Amount of Funds or Other Consideration.
Item 3 is amended to reflect that the Spurlock Family Limited
Partnership now owns 3,114,800 shares of the Issuer's common
stock due to the conveyance to Lee Rasmussen as set forth in
Item 4 below.
Item 4: Purpose of Transaction.
Item 4(a) is amended by adding the following:
(a) The Spurlock Family Limited Partnership
("Partnership") pursuant to an agreement entered into
in December 1998, transferred 225,000 shares of
common stock of the Issuer to Lee Rasmussen on March
12, 1999. Certain individuals have "put" rights under
the agreement which would require the Spurlock Family
Limited Partnership to purchase certain shares of
stock from the individuals at a certain price as more
specifically provided for in the agreement attached
as Exhibit B to the first Amended 13D filed March 2,
1999. The individuals with "put" rights are: Lee
Rasmussen, Beverly Dittemore, Jeffrey T. Coats,
Ernest Reeves, Christine Olsen, Sheila Rasmussen,
Vernon Rasmussen and Douglas Richmond (hereinafter
the "Rasmussen Group"). The purpose of the
transaction is to settle a lawsuit filed by the
Rasmussen Group disputing certain actions taken by
Harold N. Spurlock, Sr., Irvine R. Spurlock, and H.
Norman Spurlock, Jr. as officers and directors of the
Issuer.
(b) No Change
Except as noted above and in the previous Schedule 13D
filings, there are no plans or proposals which Mr. Irvine R.
Spurlock may have which relate to or would result in:
(a) the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
Page 3 of 6 Pages
<PAGE>
(d) any change in the present board of directors or
management of the Issuer, including any plans or
proposals that change the number or term of directors
or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Issuer by any person;
(h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association;
(i) a class of equity securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association;
(j) any action similar to any of those enumerated above.
Item 5: Interest in Securities of the Issuer.
(a) The Aggregate number of shares of common stock
beneficially owned by Mr. Spurlock is 3,184,800
including an option to purchase 50,000 shares of the
common stock of the Issuer or 46.9% of issued and
outstanding shares of common stock including an
option to purchase 50,000 shares of the common stock
of the Issuer.
(b) Item 5(b) is amended to reflect the following: Mr.
Spurlock has the power to revoke the Trust noted
above and therefore the right to dispose of the
20,000 held in trust, except that unanimous consent
of the trustees is required to dispose of the trust
property until the Expiration Date as defined in the
Voting Agreement noted in Item 4(b) and attached as
Exhibit C to the First Amended filing. Following the
Rasmussen conveyance set forth above, Mr. Spurlock
has the shared power to dispose of 3,114, 800 shares
of common stock of the Issuer held by the
Partnership. Consequently, Mr. Spurlock has the
shared dispositive power over 3,134,800 shares of
common stock of the Issuer. Mr. Spurlock possess the
shared power to vote 3,134,800 shares of the common
stock of the Issuer.
Page 4 of 6 Pages
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(c) Item 5(c) is amended to reflect that the Partnership,
after the conveyance to Lee Rasmussen noted in Item
4(a) above, is now the owner of 3,114,800 shares of
common stock of the Issuer.
See those transactions listed in Items 3 & 4 and in
previously filed Schedule 13Ds.
(d) No change
(e) No change
Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to the Issuer.
See Items 3 & 4 above and in previously filed Schedule 13Ds.
Iten 7: Material to be Filed as Exhbits.
Exhibit B (ATTACHED TO SCHEDULE 13D FILED MARCH 2, 1999)-
Settlement Agreement made in December, 1998 between Lee
Rasmussen, et al. and Harold D. Spurlock, Sr., Irvine R.
Spurlock, H. Norman Spurlock, Jr. and the Spurlock Family
Limited Partnership.
Exhibit C (ATTACHED TO SCHEDULE 13D FILED MARCH 2, 1999) -
Voting Agreement dated December 18, 1998 by and between Borden
Chemical, Inc., SII Acquisition Company; Phillip S. Sumpter,
Katherine G. Sumpter, Irvine R. Spurlock, Harold N. Spurlock,
Sr., Spurlock Family Corporation, Spurlock Family Limited
Partnership, the Harold N. Spurlock Declaration of Living
Trust Dated December 17, 1998 and the Irvine R. Spurlock
Declaration of Living Trust Dated December 17, 1998.
Page 5 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement on Schedule 13D is
true, complete and correct.
Date: March 16, 1999 /s/ Irvine R. Spurlock
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Irvine R. Spurlock
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
