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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
AEROSONIC CORPORATION
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(Name of Issuer)
COMMON STOCK, par value $.40
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(Title of Class of Securities)
0080 15307
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(CUSIP Number)
J. Mervyn Nabors, 1212 North Hercules Avenue, Clearwater, Florida 34625
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 23, 1996
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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(b)(3)or(4), check the following box. []
Check the following box if a fee is being paid with this statement [X]. (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).
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 the
disclosures provided in a prior cover page.
The information required in 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).
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13D
CUSIP No. 0080 15307 Page 2 of 6 Pages
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1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Mervyn Nabors and J. Mervyn Nabors d/b/a JenTrust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
(b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS*
(See Item 3)
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
7 SOLE VOTING POWER
1,290,900
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 25,000
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,290,900
WITH
10 SHARED DISPOSITIVE POWER
25,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,290,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
Amount reported in row 11 excludes 25,000 shares of the common stock of
Aerosonic Corporation owned by the wife of J. Mervyn Nabors. J. Mervyn
Nabors hereby expressly disclaims any beneficial ownership of such 25,000
shares, and no statement contained herein shall be construed as an admission
that J. Mervyn Nabors is the beneficial owner of such 25,000 shares.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
33.9%
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.40 per share,
of Aerosonic Corporation, a Delaware corporation (the "Issuer"). The
address of the principal executive office of the Issuer is 1212 North
Hercules Avenue, Clearwater, Florida 34625.
Item 2. Identity and Background.
J. Mervyn Nabors
(a) This statement is filed on behalf of J. Mervyn Nabors.
(b) The business address of J. Mervyn Nabors is 1212 North
Hercules Avenue, Clearwater, Florida 34625.
(c) J. Mervyn Nabors is the Chairman of the Board, President
and Chief Executive Officer of the Issuer. The Issuer is
engaged in two dominant industry segments, the manufacture
of aircraft instruments and the manufacture of ordnance
products. Ordnance products consist of military products
as well as truck and automotive parts. The address of the
Issuer is 1212 North Hercules Avenue, Clearwater, Florida
34625.
(d) J. Mervyn Nabors has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) J. Mervyn Nabors has not, during the last five years, been
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he
became subject to a judgment, decree or a final order
enjoining future violations of, or prohibiting or mandating
activity subject to, Federal or State securities laws or in
which any violation with respect to such laws was found.
(f) J. Mervyn Nabors is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Stock Purchase Agreement dated May 23, 1996 (the
"Stock Purchase Agreement"), by and between J. Mervyn Nabors and
Miriam Frank and Seymour B. Frank, as Trustees of the Herbert J.
Frank Revocable Trust (the "Revocable Trust"), J. Mervyn Nabors
purchased in a private transaction 1,087,000 shares of common stock
of the Issuer (the "Shares") from the Revocable Trust for an
aggregate consideration of $2,174,000 (the "Aggregate
Consideration"), or $2.00 per share of such
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common stock. In the Stock Purchase Agreement, J. Mervyn Nabors
agreed to enter into a promissory note for a principal amount equal
to the Aggregate Consideration (the "Note"). Principal and interest
payments will be due monthly under the Note, with interest at six
percent (6%) per annum for sixty months. The Note is secured by a
pledge of the Shares.
Prior to the acquisition of the Shares, J. Mervyn Nabors directly
owned 183,900 shares of the common stock of the Issuer and was the
sole trustee of the J. Mervyn Nabors d/b/a JenTrust. The J. Mervyn
Nabors d/b/a JenTrust directly owned, and as of the date hereof owns,
20,000 shares of the common stock of the Issuer. J. Mervyn Nabors
has sole voting and dispositive power with respect to the 20,000
shares of the common stock of the Issuer owned by the J. Mervyn
Nabors d/b/a JenTrust.
Of the 203,900 shares owned by J. Mervyn Nabors and the J. Mervyn
Nabors d/b/a JenTrust prior to the acquisition reported on this
statement, 133,900 were acquired by J. Mervyn Nabors on May 26, 1995
for an aggregate consideration of $284,537.50. Prior to these
acquisitions, J. Mervyn Nabors owned 70,000 shares of the common
stock of the Issuer. Such 70,000 shares of the common stock of the
Issuer were acquired by J. Mervyn Nabors for an aggregate
consideration of $45,000.
Item 4. Purpose of Transaction.
J. Mervyn Nabors is the Chairman of the Board, President and Chief
Executive Officer of the Issuer, and in such capacities, participates
in the decisions made by the board of directors of the Issuer in the
course of the business of the Issuer. Except as may arise in such
capacities, J. Mervyn Nabors has no present plan to (a) acquire
additional securities of the Issuer or to dispose of securities of
the Issuer, except as stated in the final sentence of this item 4;
(b) effect an extraordinary corporate transaction; (c) sell or
transfer a material amount of the assets of the Issuer; (d) change
the present board of directors or management of the Issuer; (e)
change the present capitalization or dividend policy of the Issuer;
(f) make any material change in the Issuer's business or corporate
structure; (g) change the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) cause 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)
cause a class of equity securities of the Issuer to become eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended (the "Act"); or (j) take
any action similar to any of those enumerated above. To the extent
that additional shares of the common stock of the Issuer become
available for purchase from the Revocable Trust, J. Mervyn Nabors may
purchase all or a portion of such shares.
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Item 5. Interest in Securities of the Issuer.
J. Mervyn Nabors directly owns 1,270,900 shares of the common stock
of the Issuer, and has the sole power to vote, dispose of or direct
the disposition of all of such shares. In addition, the J. Mervyn
Nabors d/b/a JenTrust directly owns 20,000 shares of the common stock
of the Issuer. J. Mervyn Nabors is the sole trustee of such trust
and has the sole voting and dispositive power of all shares of the
common stock of the Issuer owned by such trust. On May 24, 1996, J.
Mervyn Nabors acquired 1,087,000 shares of the common stock of the
Issuer as described in Item 3 above. The wife of J. Mervyn Nabors
directly owns 25,000 shares of the common stock of the Issuer. J.
Mervyn Nabors hereby expressly disclaims any beneficial ownership of
such 25,000 shares, and no statement contained herein shall be
construed as an admission that J. Mervyn Nabors is the beneficial
owner of such 25,000 shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
As stated in Item 3 above, J. Mervyn Nabors acquired 1,087,000 shares
of the common stock of the Issuer pursuant to the Stock Purchase
Agreement. The Stock Purchase Agreement provides that the Aggregate
Consideration payable for the Shares is to be paid pursuant to the
terms of the Note. The Stock Purchase Agreement also provides that
the Shares will be pledged to secure the obligations to be reflected
in the Note. A form of the Stock Purchase Agreement is filed
herewith as Exhibit 1 to this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
(1) Form of Stock Purchase Agreement dated May 23, 1996, by and
between J. Mervyn Nabors and Miriam Frank and Seymour B.
Frank, as Trustees of the Herbert J. Frank Revocable Trust.
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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 is true, complete and
correct.
DATE: May 31, 1996 /s/ J. Mervyn Nabors
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J. Mervyn Nabors
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EXHIBIT 1
FORM OF
STOCK PURCHASE AGREEMENT
THIS AGREEMENT made and entered into this 23rd day of May, 1996, by and
between J. MERVYN NABORS, "Purchaser," and MIRIAM FRANK and SEYMOUR B. FRANK,
as Trustees of the Herbert J. Frank Revocable Trust,
W I T N E S S E T H:
Whereas, Herbert J. Frank established a Revocable Trust Agreement dated
July 8, 1988, naming Miriam Frank and Seymour B. Frank as Trustees in the event
of the death of Herbert J. Frank, and,
WHEREAS, Herbert J. Frank passed away on April 18, 1996, after having
funded the Trust with One Million Eighty-seven Thousand (1,087,000) shares of
common stock in Aerosonic Corporation; and,
WHEREAS, the Trust has a duty and an obligation to provide income to
Miriam Frank and to maintain her standard of living at the level to which she
previously enjoyed prior to the death of Herbert J. Frank; and,
WHEREAS, the Aerosonic Corporation stock has not increased in value, nor
has it produced any income or dividend in recent history; and,
WHEREAS, J. Mervyn Nabors has agreed to purchase One Million
Eighty-seven Thousand (1,087,000) shares of Aerosonic Corporation stock at Two
and No/100 Dollars ($2.00) per share which is approximately twenty-five percent
(25%) greater than the current open market trading price on the stock provided,
however, that he can purchase the stock upon terms over a five year period;
and,
WHEREAS, the Trustees believe it is in the best interests of the
beneficiaries that this agreement be entered into to bring income in to fulfill
the duties and responsibilities of the Trust;
NOW THEREFORE, for Ten and No/100 Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the above parties agree as follows:
1. The representations outlined above are true and correct.
2. The Purchaser agrees to purchase and the Trustees agree to sell
One Million Eighty-seven Thousand (1,087,000) shares of Aerosonic
Corporation stock held by the Trust to the Purchaser at Two and No/100 Dollars
($2.00) per share for a total sum of Two Million One Hundred Seventy-four
Thousand and No/100 Dollars ($2,174,000.00). The stock
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will be paid for by promissory note payable at six percent (6%) interest, per
annum, amortized over five (5) years. Payments will be made monthly in the
amount of Forty-two Thousand Twenty-nine and 51/100 Dollars ($42,029.51), which
shall include principal and interest. The promissory note shall be secured by
the stock through appropriate documentation whether it be a security agreement
or legend on the stock.
3. Nothing contained within the promissory note, security agreement,
stock purchase agreement, or otherwise, shall impair the voting rights of the
stock which will lie totally with the Purchaser.
4. There shall be no prepayment penalty should the Purchaser decide to
retire the promissory note prior to its full amortization.
5. If any action is brought to enforce any term of this Agreement, the
prevailing party in such action, whether Purchaser or Seller, shall be entitled
to recover its reasonable attorneys' fees (including paralegals' fees), plus
costs, from the nonprevailing party whether at trial or on appeal. Any action
brought to enforce the terms of this Agreement shall be brought in the
appropriate court of the State of Florida, County of Pinellas.
6. The validity and construction of this Agreement shall be governed by
the laws of the State of Florida.
7. This Agreement shall inure to the benefit of and bind the respective
successors, heirs, beneficiaries, and permitted assigns of the parties hereto.
Nothing expressed or referred to in this Agreement is intended or shall be
construed to give any person other than the parties to this Agreement or their
respective successors, heirs, beneficiaries, or permitted assigns any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein, it being the intention of the parties to this
Agreement that this Agreement shall be for the sole and exclusive benefit of
the parties to this Agreement and their successors, heirs, beneficiaries, and
assigns and not for the benefit of any other person.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seal
the date first written above.
In the Presence Of:
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J. Mervyn Nabors, Purchaser
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As to Purchaser
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Miriam Frank, as Trustee of the
Herbert J. Frank Revocable Trust
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As to M. Frank
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Seymour B. Frank, as Trustee of the
Herbert J. Frank Revocable Trust
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As to S. Frank
3
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STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY, that on this day personally appeared before me, an
officer duly authorized to administer oaths and take acknowledgements, J.
MERVYN NABORS, to me personally known or who has produced ___________ as
identification, and known to me to be the individual described in and who
executed the foregoing Agreement and acknowledged before me that he executed
the same for the purposes therein expressed.
WITNESS my hand and official seal at Clearwater, said County and State,
this 23rd day of May, 1996.
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Notary Public
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Print Name
My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY, that on this day personally appeared before me, an
officer duly authorized to administer oaths and take acknowledgements, MIRIAM
FRANK, to me personally known or who has produced ___________ as
identification, and known to me to be the individual described in and who
executed the foregoing Agreement and acknowledged before me that she executed
the same for the purposes therein expressed.
WITNESS my hand and official seal at Clearwater, said County and State,
this 23rd day of May, 1996.
-----------------------------------
Notary Public
-----------------------------------
Print Name
My Commission Expires:
4
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STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY, that on this day personally appeared before me, an
officer duly authorized to administer oaths and take acknowledgements, SEYMOUR
B. FRANK, to me personally known or who has produced ___________ as
identification, and known to me to be the individual described in and who
executed the foregoing Agreement and acknowledged before me that he executed
the same for the purposes therein expressed.
WITNESS my hand and official seal at Clearwater, said County and State,
this 23rd day of May, 1996.
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Notary Public
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Print Name
My Commission Expires:
5
