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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)
HAROLD N. SPURLOCK, SR., 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)
Harold N. Spurlock, Sr.
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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 -0-
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8 SHARED VOTING POWER
BENEFICIALLY
3,420,800
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
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10 SHARED DISPOSITIVE POWER
PERSON WITH
3,420,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,420,800
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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)
50.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Harold N. Spurlock, Sr.
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.
The Schedule 13D filed on March 2, 1999 is amended as follows:
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.
(a) Item 4(a) is amended by adding the following: 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. The
following individuals have "put" rights requiring the
Partnership to purchase certain shares of stock at a
set price within a time certain under the agreement
as set forth in Exhibit B to the first Amended 13D
filed March 2, 1999: 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 the actions
taken by Mr. Spurlock and his sons as officers and
directors of the Issuer.
[The remaining provision of Item 4(a) are unchanged:]
(b) No change
Except as noted above and in the previously filed Schedule
13Ds, there are no plans or proposals which Mr. Harold N.
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. Harold N. Spurlock is
3,420,800 or 50.3% of the issued and outstanding
shares of common stock.
(b) Mr. Harold N. Spurlock, Sr. has the power to revoke
the Declaration of Living Trust of Harold N.
Spurlock, Sr. (the "Trust") noted above and therefore
the right to dispose of the 306,000 held in trust,
except that unanimous consent of the trustees is
required to dispose of the trust property (except for
180,000 shares to be conveyed to settle the Patterson
Tucker Dispute referenced in Item 4 above) until the
Expiration Date (as defined in the Voting Agreement).
The Voting Agreement is attached as Exhibit D to the
First Amended 13D filed on March 2, 1999. The Trust
provides that the shares held in trust must be voted
in accordance with the Voting Agreement noted in Item
4(b) until the Expiration Date. Mr. Spurlock has the
shared power to dispose of 3,420,800 shares of the
common stock of the Insurer. Mr. Spurlock, Sr.
possess the shared power to vote 3,420,800 shares of
the common stock of the Issuer.
Page 4 of 6 Pages
<PAGE>
(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 also those transactions listed in Items 3 & 4 and
in previous Schedule 13 D filings.
(d) No change
(e) No change
Item 6: Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
See Items 3 & 4 above and in previous Schedule 13D filings.
Item 7: Material to be Filed as Exhibits.
Exhibit B (ATTACHED TO THE SCHEDULE 13D FILED MARCH 2, 1999)-
Settlement Agreement made in December, 1998 between Lee
Rasmussen, et al. and Harold N. Spurlock, Sr., Irvine R.
Spurlock, H. Norman Spurlock, Jr. and the Spurlock Family
Limited Partnership.
Exhibit D (ATTACHED TO THE 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/ Harold N. Spurlock, Sr.
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Harold N. Spurlock, Sr.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
