SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
DEKALB Energy Company
(Name of Issuer)
Class A Common Stock, no par value
(Title of Class of Securities
244874 20 2
(CUSIP Number)
Steven W. Thornton
BARNES & THORNBURG
1313 Merchants Bank Building
11 South Meridian Street
Indianapolis, Indiana 46204
317-638-1313
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 4, 1994
(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 [ ]. (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.
PAGE (1) OF (9)
CUSIP No. 244874 20 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
John T. Roberts
S.S.N. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 131,180
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 131,180
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,673
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
PAGE (2) OF (9)
This Amendment No. 3 amends the Schedule 13D filed by John
T. Roberts on June 9, 1989 (the "Original Filing"), as amended of
Amendment No. 1 thereto filed on January 2, 1990, and as amended
by Amendment No. 2 thereto filed on July 27, 1992. No further
amendments will be made to the Original Filing. As a result of
the transfer of shares which occurred on March 4, 1994, as
described in Item 3 below, John T. Roberts and Robin Richey
Roberts will jointly file a new Schedule 13D and all future
reportable changes in ownership will be reported as amendments to
the new Schedule 13D.
Item 1. Security and Issuer
This statement relates to the Class A Common Stock, no par
value, of DEKALB Energy Company, a Delaware corporation
("Energy"). The principal executive offices of Energy are
located at 700 4th Avenue, S.W., South Tower, Calgary, Alberta,
Canada T2P3V4.
Item 2. Identity and Background
This statement is filed by John T. Roberts to report the
beneficial ownership of shares of Class A Common Stock of Energy.
John T. Roberts is a United States citizen whose address is 2090
Mulsanne Drive, Zionsville, Indiana 46077.
John T. Roberts is Chief Financial Officer and Treasurer of
Quest Environmental Resources Corporation. He is a director of
DEKALB Genetics Corporation ("Genetics"). Genetics was a wholly-
owned subsidiary of Energy prior to the pro rata distribution on
August 31, 1988 of all of the outstanding shares of capital stock
of Genetics to the stockholders of Energy. The principal
business of Genetics is the research, development, production and
sale of agricultural seed, swine and poultry breeding stock. The
principal executive offices of Genetics are located at 3100
Sycamore Road, DeKalb, Illinois 60015.
During the last five years John T. Roberts has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). During the last five years he has not
been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of
which he 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 violations with respect to such laws.
PAGE (3) OF (9)
Item 3. Source and Amount of Funds or Other Consideration.
Prior to June 1, 1989, John T. Roberts held 72,851 shares of
the Class A Common Stock of Energy in a trust of which John T.
Roberts is the beneficiary and sole trustee. In addition, 8,579
shares of Class A Common Shares of Energy were held in a trust
for the benefit of a child John T. Roberts. Robin Richey
Roberts, wife of John T. Roberts, is the trustee of such trust
and, as reported in Item 5(a) below, such shares are reported in
this statement as being beneficially owned by John T. Roberts.
On June 1, 1989, 149,131 shares of the Class A. Common Stock
of Energy were acquired as part of distributions to John T.
Roberts from certain trusts which terminated on that date. No
consideration was paid by John T. Roberts for receipt of the
shares described in this paragraph. Each of Mary R. Roberts and
Charles C. Roberts, as trustees of the terminated trusts,
previously beneficially owned and shared voting and investment
power with respect to the shares described in this paragraph. In
addition, Thomas H. Roberts, Jr. shared investment power with
respect to such shares.
On September 27, 1989, John T. Roberts acquired beneficial
ownership of 6,800 shares of Class A Common Stock of Energy as a
result of a gift of such shares by Mary R. Roberts to a trust for
the benefit of a child of John T. Roberts. John T. Roberts is
the trustee of such trust and has sole voting and investment
power with respect to such shares. On January 8, 1990, John T.
Roberts acquired beneficial ownership of 1,230 shares of Class A
Common Stock of Energy as a result of a gift by Mary R. Roberts
of 615 of such shares to a trust of which John T. Roberts is the
beneficiary and sole trustee and a gift by Mary R. Roberts of 615
of such shares to a trust for the benefit of a child of John T.
Roberts. Robin Richey Roberts, the wife of John T. Roberts, is
the trustee of such trust and, as reported in Item 5(a) below,
such shares held in such trust are reported in this statement as
being beneficially owned by John T. Roberts. No consideration
was paid for the receipt of the shares described in this
paragraph.
On January 26, 1990, John T. Roberts acquired beneficial
ownership of 18,546 shares of Class A Common Stock of Energy in
an exchange with Mary R. Roberts in which John T. Roberts
exchanged 18,546 shares of Class B (non-voting) Common Stock of
Energy for such 18,546 shares of Class A Common Stock.
PAGE (4) of (9)
On March 14, 1990, John T. Roberts acquired beneficial
ownership of 7,432 shares of Class A Common Stock of Energy as a
result of a gift by Charles C. Roberts of 6,800 of such shares to
a trust for the benefit of a child of John T. Roberts, of which
John T. Roberts is the sole trustee; and a gift by Charles C.
Roberts of 632 of such shares to a trust for the benefit of a
child of John T. Roberts. Robin Richey Roberts, the wife of John
T. Roberts, is the trustee of such trust and, as reported in Item
5(a) below, such shares held in such trust are reported in this
statement as being beneficially owned by John T. Roberts. No
consideration was paid for the receipt of the shares described in
this paragraph.
On January 3, 1991, John T. Roberts acquired beneficial
ownership of 3,304 shares of Class A Common Stock of Energy as a
result of a gift by Charles C. Roberts and Mary R. Roberts of 826
of such shares to a trust of which John T. Roberts is the
beneficiary and sole trustee; a gift by Charles C. Roberts and
Mary R. Roberts to Robin Richey Roberts, the wife of John T.
Roberts, of 826 of such shares; and gifts by Charles C. Roberts
and Mary R. Roberts of 1,652 of such shares to trusts for the
benefit of certain of the children of John T. Roberts. Robin
Richey Roberts, the wife of John T. Roberts, is the trustee of
such trusts and, as reported in Item 5(a) below, such shares held
in such trusts are reported in this statement as being
beneficially owned by John T. Roberts. No consideration was paid
for the receipt of the shares described in this paragraph.
On July 9, 1992, Energy announced that it had agreed to sell
substantially all of its U.S. Oil and gas operations, subject to
certain conditions, including approval of the proposed sale by
the holders of a majority of the shares of Class A Common Stock
of Energy. John T. Roberts reported his intention to vote all of
the shares of Class A Common Stock held by him for approval of
the proposed sale.
On January 17, 1994, John T. Roberts acquired beneficial
ownership of 5,800 shares of Class A Common Stock of Energy as a
result of a gift by Charles C. Roberts and Mary R. Roberts of
1,450 of such shares to a trust of which John T. Roberts is the
beneficiary and sole trustee; a gift by Charles C. Roberts and
Mary R. Roberts to Robin Richey Roberts, the wife of John T.
Roberts, of 1,450 of such shares; and gifts by Charles C. Roberts
and Mary R. Roberts of 2,900 of such shares to trusts for the
benefit of certain of the children of John T. Roberts. Robin
Richey Roberts, the wife of John T. Roberts, is the trustee of
Page (5) of (9)
such trusts and, as reported in Item 5(a) below, such shares held
in such trusts are reported in this statement as being
beneficially owned by John T. Roberts. No consideration was paid
for the receipt of the shares described in this paragraph.
On March 3, 1994, John T. Roberts acquired beneficial
ownership of 1,000 shares of Class A Common Stock of Energy as a
result of the gift by Charles C. Roberts and Mary R. Roberts of
such shares to a trust for the benefit of a child of John T.
Roberts. Robin Richey Roberts, the wife of John T. Roberts, is
the Trustee of such trust and, as reported in Item 5(a) below,
such shares held in such trust are reported in this statement as
being beneficially owned by John T. Roberts. No consideration
was paid for the receipt of the shares described in this
paragraph.
On March 4, 1994, John T. Roberts transferred from a trust
of which he is the beneficiary and sole trustee (i) 117,500
shares of Class A Common Stock of Energy to a trust of which John
T. Roberts is the beneficiary, and (ii) 3,240 shares of Class A
Common Stock of Energy to trusts for the benefit of the children
of John T. Roberts. Robin Richey Roberts, the wife of John T.
Roberts, is the sole trustee of all such trusts and, as reported
in Item 5(a) below, such shares held in such trusts are being
reported as beneficially owned by John T. Roberts. No
consideration was paid in connection with the transfer of such
shares.
Charles C. Roberts is the husband of Mary R. Roberts and the
father of John T. Roberts. Mary R. Roberts is the wife of
Charles C. Roberts and the mother of John T. Roberts. Thomas H.
Roberts, Jr. is the brother of Mary R. Roberts and the uncle of
John T. Roberts.
Item 4. Purpose of Transaction.
John T. Roberts is holding all the shares of Class A Common
Stock of Energy reported hereby for investment.
John T. Roberts does not have any plans or proposals which
relate to or would result in (a) the acquisition of additional
securities of Energy (except that certain trusts described herein
may acquire by gift additional shares of Class A Common Stock of
Energy) or the disposition of securities of Energy, (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Energy or any of its
subsidiaries, (c) a sale or transfer of a material amount of
assets of Energy or any of its subsidiaries, (d) any change in
the present board of directors or management of Energy, including
Page (6) of (9)
any plans or proposals to 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
Energy, (f) any other material change in Energy's business or
corporate structure, (g) changes in Energy's character, by-laws
or other actions which may impede the acquisition of control of
Energy by any person, (h) causing the Class B Common Stock of
Energy to cease to be authorized to be quoted on the National
Association of Securities Dealers Automated Quotation System (i)
a class of equity securities of Energy becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, or (j) any action similar to any
of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) At the date hereof, John T. Roberts
beneficially owned 274,673 shares of Class A Common
Stock of Energy, which represented approximately 11.8%
of the issued and outstanding shares of Class A Common
Stock of Energy as of January 31, 1994. John T.
Roberts holds title to 117,580 of such shares as sole
trustee of a trust of which he is the sole beneficiary.
He holds title to 13,600 of such shares as sole trustee
of trusts of which certain of his children are the sole
beneficiaries. Of the remaining shares of Class A
Common Stock of Energy which are reported in this
statement (i) 117,500 shares are held by a trust of
which John T. Roberts is the beneficiary and of which
Robin Richey Roberts, the wife of John T. Roberts, is
the sole trustee, (ii) 23,717 shares are held by trusts
of which children of John T. Roberts are the
beneficiaries and of which Robin Richey Roberts, the
wife of John T. Roberts, is the sole trustee, and (iii)
2,276 shares are owned by Robin Richey Roberts, the
wife of John T. Roberts. Although John T. Roberts has
no voting or investment power with respect to such
143,493 shares, such shares are included in this
statement as beneficially owned by him.
(b) At the date hereof, John T. Roberts had sole
voting and investment power with respect to 131,180 of
the shares of Class A Common Stock of Energy reported
herein. As reported in Item 5(a) above, John T.
Roberts has no voting or investment power with respect
to the remaining 143,493 shares of Class A Common Stock
of Energy reported in this statement.
Page (7) of (9)
(c) The only transactions during the past sixty
days in the Class A Common Stock of Energy by John T.
Roberts are described in Item 3 above.
(d) No other person has the right to receive or
the power to direct the receipt of dividends from, or
the proceeds from the sale of the shares of Class A
Common Stock reported herein, except for the shares
described in Item 5(a) above owned by Robin Richey
Roberts or held in trusts of which Robin Richey Roberts
acts as trustee.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
PAGE (8) of (9)
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.
Dated this 8th day of March, 1994.
/s/ John T. Roberts
PAGE (9) OF (9)
