SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 11
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
TEMTEX INDUSTRIES, INC.
=================================================================
(Name of Issuer)
Common Stock, par value $.20 per share
=================================================================
(Title of Class of Securities)
88 0236203
=================================================================
(CUSIP Number)
James E. Upfield
5400 LBJ Freeway
Suite 1375
Dallas, Texas 75240
972-726-7175
=================================================================
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 26, 2000
=================================================================
(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
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. [ ]
Note: Schedules filed in paper form shall include a signed
original and five copies of the schedules including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page should 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).
<PAGE>
CUSIP NO. 88 0236203 Amendment No. 11 to 13D
(1) Name of Reporting Person James E. Upfield
S.S. No. of Above Person
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* PF
(5) Check Box if Disclosure of [ ]
Legal Proceedings is
Required Pursuant to Items
2(d) or 2(e)
(6) Citizenship of Place of United States of America
Organization
Number of Shares Beneficially
Owned by Each Reporting Person
with:
(7) Sole Voting Power 1,232,290
(8) Shared Voting Power 24,750
(9) Sole Dispositive Power 1,232,290
(10) Shared Dispositive Power 24,750
(11) Aggregate Amount 1,257,040
Beneficially Owned by Each
Reporting Person
(12) Check Box if the Aggregate [ ]
Amount in Row (11)
Excludes Certain Shares*
(13) Percent of Class 36.5%
Represented by Amount in
Row (11)
(14) Type of Reporting Person* IN
SEE INSTRUCTIONS
-2-
<PAGE>
AMENDMENT NO. 11
TO
SCHEDULE 13D
Filed Pursuant to Rule 13d-2
INTRODUCTORY STATEMENT
The Statement on Schedule 13D relating to the common stock,
$.20 par value (the "Shares"), of TEMTEX INDUSTRIES, INC., a
Delaware Corporation (the "Issuer") filed by James E. Upfield
(the "Reporting Person"), as amended prior to the date hereof, is
hereby amended and supplemented as follows pursuant to this
Amendment No. 11:
1. Security and Issuer.
-------------------
NOT AMENDED.
2. Identity and Background.
-----------------------
The response to Item 2 is hereby amended and restated, in
its entirety, to read as follows:
(a) This Amendment No. 11 is being filed by James
E. Upfield. The information set forth in paragraphs (b) through
(f) below is also being furnished with respect to Betty R. Howard
who has shared voting and shared investment power over certain of
the Shares of which Mr. Upfield has indirect beneficial ownership
as indicated in Item 5 below.
(b) Mr. Upfield's business address is 5400 LBJ Freeway,
Suite 1375, Dallas, Texas, 75240-2602; and Mrs. Howard's business
address is 1819 W. Olive Avenue, Burbank, California, 91506.
(c) The Reporting Person is Chairman of the Board of the
Issuer, whose address is set forth in Item 1 above.
(d) Neither the Reporting Person nor Mrs. Howard has,
during the last five years, been convicted in a criminal
proceeding, excluding traffic violations and similar
misdemeanors.
(e) Neither the Reporting Person nor Mrs. Howard has,
during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a
result of which he or she was or is subject to a judgment, decree
or final order enjoining future violations of, or probationary or
mandatory activity subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Both the Reporting Person and Mrs. Howard are citizens
of the United States of America.
3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The response to Item 3 is hereby supplemented by adding the
following additional paragraph:
The aggregate purchase price of the 120,250 Shares
identified in Item 5 of this Amendment No. 11 which were
purchased since the date of Amendment No. 10 to the Schedule 13D
was $75,156.25 The source of funds used to acquire such Shares
was Mr. Upfield's personal funds.
-3-
<PAGE>
4. Purpose of Transaction.
----------------------
The response to Item 4 is hereby supplemented by adding the
following additional paragraph:
The Reporting Person acquired the Shares in the transaction
described in Item 5 of this Amendment No. 11 in order to increase
his personal investment in the Issuer. The Reporting Person does
not presently have any plans or proposals that relate to or would
result in any of the actions specified in clauses (a) - (j) of
Item 4 of Schedule 13D; however, the Reporting Person may from
time to time acquire beneficial ownership of additional Shares or
dispose of Shares which he beneficially owns through privately
negotiated transactions, in the open market, disposition by gift
or otherwise.
5. Interest in Securities of the Issuer.
------------------------------------
As of the date of this Amendment No. 11, the Reporting
Person beneficially owned an aggregate of 1,257,040 Shares,
representing approximately 36.5% of the 3,444,641 Shares
outstanding on May 31, 2000, as reported in the Issuer's
Quarterly Report on Form 10-Q for the fiscal quarter ended May
31, 1999. Of such Shares, the Reporting Person had direct
beneficial ownership with sole voting and sole investment power
of 1,232,290 Shares, and indirect beneficial ownership with
shared voting and shared investment power of 24,750 Shares which
are owned of record by HUTCO, a partnership comprised of the
Reporting Person and Betty R. Howard.
On July 26, 2000, the Reporting Person, in a single open-market
transaction, acquired a total of 120,250 Shares at a price of
$0.625 per Share for an aggregate purchase price of $75,156.25.
6. Contracts, Arrangements, or Understandings with Respect to
----------------------------------------------------------
Securities of the Issuer.
-------------------------
NOT AMENDED.
7. Material to be Filed as Exhibits.
---------------------------------
NOT AMENDED.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Amendment No. 11 to Schedule 13D is true, complete and correct.
Date: August 3, 2000
/s/ JAMES E. UPFIELD
-----------------------------------
- James E. Upfield
Attention: Intentional misstatements or
omissions of fact constitute federal
criminal violations (see 18 U.S. C. 1001).
-4-
