UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Williams Industries, Incorporated
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
969493204
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(CUSIP Number)
Frank E. Williams, Jr.
2789-B Hartland Road
Falls Church, Virginia 22043
(703) 641-4612
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 4, 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 which is the subject of
this
Schedule 13D, and is filing this schedule because of Rule
13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box |X|.
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.
*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).
CUSIP No. 969493204
1 NAME OF REPORTING PERSON Frank E. Williams, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
1,284,365
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NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY -- ------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,284,365
REPORTING - ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,284,365
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN,CO,PN,OO
Item 1. Security and Issuer.
This report relates to the Common Stock, $0.10 par value
("Common Stock"), of Williams Industries, Incorporated, which
has its principal business offices at 2849 Meadow View Road,
Falls Church, VA 22042.
Item 2. Identity and Background.
This statement is filed on behalf of Mr. Frank E. Williams,
Jr., who is the beneficial owner of the Common Stock which is
the subject of this statement. Mr. Williams directly or
indirectly beneficially owns these shares as set forth below.
Mr. Williams' business address is 2789-B Hartland Road, Falls
Church, Virginia 22043. His principal principal occupation
is Chairman of the Board of Williams Enterprises of Georgia,
Inc., 1285 Hawthorne Ave., P.O. Box 756, Smyrna, GA 30081.
During the last five years he has not been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has he been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to 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. He is a United States citizen.
Mr. Williams owns 352,619 shares directly and has presently
exercisable options on an additional 8,000 shares.
505,546 shares are owned by Williams Family Limited
Partnership, a Virginia limited partnership whose general
partner is Williams Family Corporation, a Virginia
corporation of which Mr. Williams is the president and
controlling shareholder. 282,466 of the foregoing shares
are owned of record by Kravata of Virginia, Inc., a Virginia
Corporation, of which the Williams Family Limited
Partnership is the controlling shareholder. Its business is
the holding of these shares. Williams Family Limited
Partnership's business is the holding and managing of assets
for the benefit of Williams family members and estates.
Williams Family Corporation's business is to serve as the
general partner of the Williams Family Partnership. The
business address of each of these entities is 2789-B
Hartland Road, Falls Church, VA 22043.
75,900 shares are owned by Mr. Williams' father, from whom
Mr. Williams has a broad power of attorney to vote and make
all investment decisions as to these shares.
3,000 shares are held by Mr. Williams as trustee for a minor
grandchild.
1,000 shares are owned by the Williams Family Foundation, a
charitable trust of which Mr. Williams is the controlling
person.
338,300 shares are owned by Williams Enterprises of Georgia,
Inc., of which Mr. Williams is the controlling shareholder
and Chairman of the Board of Directors.
None of the persons or entities named above during the last
ten years has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor
has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to 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 3. Source and Amount of Funds or Other Consideration
Mr. Williams is the founder of the Company and has
acquired the beneficial ownership reported in various
transactions since and including the formation of the
Company, using personal funds and, in the case of the
shares owned by Williams Enterprises of Georgia, Inc.,
and Williams Family Limited Partnership, working capital
funds. For recent transactions, see Item 5 below.
Item 4. Purpose of Transaction
Mr. Williams has acquired the shares for investment. He
has been a control person of the Company since its
formation.
Item 5. Interest in Securities of the Issuer
The information included on the cover page of this report
is incorporated herein by reference.
On October 4, 1999, Mr. Williams, through the Williams Family
Limited Partnership's acquisition of Kravata of Virginia, Inc.,
("KVI") acquired indirectly 620,766 shares of the Company from
Bank of America for $3 per share, with the proviso that KVI
would pay as additional consideration 15% of any increase in the
market price of the shares above $4 per share through October 1,
2001, upon notice from Bank of America no more than one time.
During the period February 25 - April 28, 2000, Mr. Williams
indirectly acquired 147,200 shares of common stock, all on
the open market from funds under his control at price from
$2.50 to $3.00 per share, averaging $2.77 per share.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
50,000 of the shares owned by Kravata of Virginia, Inc.
are pledged to secure the right of the Bank of America
to receive an amount equal to 15% of any increase in
market price over $4 per share on 620,766 shares through
October 1, 2001.
Item 7. Material to be Filed as Exhibits
Not Applicable
Signature.
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.
Date : May 1, 2000
Signature : S/Frank E. Williams, Jr.
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