UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
DEKALB Energy Company
(Name of Issuer)
Class A Common Stock, No Par Value
(Title of Class of Securities)
244874 20 2
(CUSIP Number)
Virginia R. Holt
2329 Clover Lane, Northfield, Illinois 60093 (708) 441-0707
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
March 8, 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 the statement
__. (A fee is not required only if the reporting 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 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).
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<PAGE> SCHEDULE 13D
CUSIP No. 244874 20 2 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Virginia R. Holt
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* (a)
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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 of America
7 SOLE VOTING POWER
101,053
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 101,053
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 277,637
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
14 TYPE OF REPORTING PERSON*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE
OVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE
SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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Page 3 of 8 Pages
Introduction
This Amendment No. 2 amends the Schedule 13D filed by
Virginia R. Holt on June 9, 1989, as amended by Amendment No. 1
thereto filed on January 26, 1990. This Amendment No. 2 reports,
among other things, that (i) Virginia R. Holt has transferred
150,000 of the shares of Class A Common Stock of DEKALB Energy
Company, a Delaware corporation ("Energy"), held by her to a
trust of which her husband, Terrance K. Holt, is the trustee,
(ii) Terrance K. Holt and Virginia R. Holt are filing a Schedule
13D (the "New Schedule 13D") to report the beneficial ownership
of shares beneficially owned by them and (iii) because the New
Schedule 13D includes all of the shares of Class A Common Stock
of Energy reported by this Schedule 13D, no further amendments to
this Schedule 13D will be made and reference should be made to
the New Schedule 13D for a description of the holdings of
Virginia R. Holt and other related matters. Pursuant to Item
101(a)(ii) of Regulation S-T of the Securities and Exchange
Commission, this Amendment No. 2 restates the text of the
Schedule 13D filing, other than previously filed paper exhibits
to such Schedule 13D filing and other than portions of such text
which have been superseded by an amendment to such Schedule 13D
filing.
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, No
Par Value, of Energy. The principal executive offices of Energy
are located at 700 9th Avenue, S.W., South Tower, Calgary,
Alberta, Canada T2P 3V4.
Item 2. Identity and Background.
This statement is filed by Virginia R. Holt to report
the beneficial ownership of shares of Class A Common Stock of
Energy. Virginia R. Holt is a United States citizen whose
address is 2329 Clover Lane, Northfield, Illinois 60093.
Virginia R. Holt is an audiologist with Charles A. Lowe
& Associates, a firm which sells hearing aids and whose principal
offices are located at 8 South Michigan Avenue, Suite 1108,
Chicago, Illinois 60603.
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Page 4 of 8 Pages
During the last five years Virginia R. Holt has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the last five years
she has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of
which she 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.
Item 3. Source and Amount of Funds or Other Consideration.
149,130 of the shares of Class A Common Stock of Energy
reported in this statement were acquired as part of distributions
to Virginia R. Holt on June 1, 1989 from certain trusts which
terminated on that date. No consideration was paid by Virginia
R. Holt for the receipt of such shares of Class A Common Stock of
Energy.
Each of Mary R. Roberts and Charles C. Roberts, as
trustees of such terminated trusts, previously beneficially owned
and shared voting and investment power with respect to the shares
described above in this Item 3. In addition, Thomas H. Roberts,
Jr. shared investment power with respect to such shares. Charles
C. Roberts is the husband of Mary R. Roberts and the father of
Virginia R. Holt. Mary R. Roberts is the wife of Charles C.
Roberts and the mother of Virginia R. Holt. Thomas H. Roberts,
Jr. is the brother of Mary R. Roberts and the uncle of Virginia
R. Holt.
Prior to the acquisitions described above in this Item
3, Virginia R. Holt beneficially owned 72,488 shares of Class A
Common Stock of Energy. On June 1, 1989, Virginia R. Holt gave
851 shares of Class A Common Stock of Energy to a trust of which
a child of Virginia R. Holt is the beneficiary.
On September 27, 1989, Virginia R. Holt acquired
beneficial ownership of 13,600 shares of Class A Common Stock of
Energy as a result of gifts of such shares by Mary R. Roberts to
trusts for the benefit of children of Virginia R. Holt. Virginia
R. Holt is the trustee of such trusts. On January 8, 1990,
Virginia R. Holt acquired beneficial ownership of 1,845 shares of
Class A Common Stock of Energy as a result of a gift by Mary R.
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Page 5 of 8 Pages
Roberts of 615 of such shares to a trust of which Virginia R.
Holt is the beneficiary and trustee and gifts by Mary R. Roberts
of 1,230 of such shares to trusts for the benefit of children of
Virginia R. Holt. Terrance K. Holt, the husband of Virginia R.
Holt, is the trustee of such trusts. No consideration was paid
for the receipt of the shares described in this paragraph.
On January 26, 1990, Virginia R. Holt acquired
beneficial ownership of 19,911 shares of Class A Common Stock of
Energy in an exchange with Mary R. Roberts in which Virginia R.
Holt exchanged 19,911 shares of Class B (non-voting) Common Stock
of Energy for such 19,911 shares of Class A Common Stock.
On January 3, 1991, Virginia R. Holt 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 Virginia R.
Holt is the beneficiary and trustee; a gift by Charles C. Roberts
and Mary R. Roberts to Terrance K. Holt of 826 of such shares;
and gifts by Charles C. Roberts and Mary R. Roberts of 1,642 of
such shares to trusts for the benefit of the children of Virginia
R. Holt. Terrance K. Holt is the trustee of such trusts. No
consideration was paid for the receipt of the shares described in
this paragraph.
On January 17, 1994, Virginia R. Holt acquired
beneficial ownership of 7,250 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 Virginia R.
Holt is the beneficiary and trustee; a gift by Charles C. Roberts
and Mary R. Roberts to Terrance K. Holt of 1,450 of such shares;
and gifts by Charles C. Roberts and Mary R. Roberts of 4,350 of
such shares to trusts for the benefit of the children of Virginia
R. Holt. Terrance K. Holt is the trustee of such trusts. No
consideration was paid for the receipt of the shares described in
this paragraph.
On March 8, 1994, Virginia R. Holt transferred 150,000
shares of Class A Common Stock of Energy to a trust of which
Terrance K. Holt is the trustee. The beneficiaries of such trust
are Virginia R. Holt and the children of Virginia R. Holt and
Terrance K. Holt. No consideration was paid for the transfer of
the shares described in this paragraph.
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Page 6 of 8 Pages
Item 4. Purpose of Transaction.
Virginia R. Holt is holding all the shares of Class A
Common Stock of Energy reported hereby for investment. As
described in the Introduction above, because the New Schedule 13D
includes all of the shares of Class A Common Stock of Energy
reported by this Schedule 13D, no further amendments to this
Schedule 13D will be made and reference should be made to the New
Schedule 13D for a description of the holdings of Virginia R.
Holt and other related matters.
Item 5. Interest in Securities of the Issuer.
(a) At the date hereof, Virginia R. Holt beneficially
owned 277,637 shares of Class A Common Stock of Energy, which
represented approximately 11.9% of the issued and outstanding
shares of Class A Common Stock of Energy at the date hereof. She
holds title to 87,453 of such shares as trustee of a trust of
which she is the beneficiary, and holds title to 13,600 of such
shares as trustee of trusts of which her children are the
beneficiaries. 174,308 shares of Class A Common Stock of Energy
which are reported in this statement are held by trusts of which
Virginia R. Holt and/or her children are the beneficiaries, and
of which Terrance K. Holt is the trustee. The remaining 2,276
shares of Class A Common Stock of Energy which are reported in
this statement are held by Terrance K. Holt. As described in the
Introduction above, because the New Schedule 13D includes all of
the shares of Class A Common Stock of Energy reported by this
Schedule 13D, no further amendments to this Schedule 13D will be
made and reference should be made to the New Schedule 13D for a
description of the holdings of Virginia R. Holt and other related
matters.
(b) At the date hereof, Virginia R. Holt had sole
voting and investment power with respect to 101,053 of the shares
of Class A Common Stock of Energy reported herein. Terrance K.
Holt has sole voting and investment power with respect to the
remaining 176,584 shares of Class A Common Stock of Energy
reported herein.
(c) The only transactions during the past sixty days
in the Class A Common Stock of Energy by Virginia R. Holt are
described in Item 3 above.
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Page 7 of 8 Pages
(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 that as described in the New Schedule 13D,
Virginia R. Holt and the children of Virginia R. Holt and
Terrance K. Holt have an economic interest in certain of such
shares.
(e) Although Virginia R. Holt will continue to
beneficially own more than 5% of the Class A Common Stock of
Energy, as described in the Introduction above, because the New
Schedule 13D includes all of the shares of Class A Common Stock
of Energy reported in this Schedule 13D, no further amendments to
this Schedule 13D will be made and reference should be made to
the New Schedule 13D for a description of the holdings of
Virginia R. Holt and other related matters.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
None.
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Page 8 of 8 Pages
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.
March 8, 1994
/s/ Virginia R. Holt
Virginia R. Holt
