UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DEKALB Energy Company
(Name of Issuer)
Class A Common Stock, No Par Value
(Title of Class of Securities)
244874 20 2
(CUSIP Number)
Terrance K. Holt
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
X . (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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SCHEDULE 13D
CUSIP No. 244874 20 2 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Terrance K. Holt
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
176,584
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 176,584
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.
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SCHEDULE 13D
CUSIP No. 244874 20 2 Page 3 of 10 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.
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Page 4 of 10 Pages
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 9th Avenue, S.W., South Tower, Calgary, Alberta,
Canada T2P 3V4.
Item 2. Identity and Background.
This statement is filed by Terrance K. Holt and
Virginia R. Holt to report the beneficial ownership of shares of
Class A Common Stock of Energy. Each of Terrance K. Holt and
Virginia R. Holt is a United States citizen whose address is 2329
Clover Lane, Northfield, Illinois 60093. Terrance K. Holt and
Virginia R. Holt are husband and wife.
Terrance K. Holt is the President of Interface Designs
Consultants, a firm which designs computer software and whose
principal offices are located at One First National Plaza, Suite
2601, Chicago, IL 60603.
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.
During the last five years neither Terrance K. Holt nor
Virginia R. Holt has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During
the last five years neither Terrance K. Holt nor Virginia R. Holt
has been a party to any 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 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.
On March 8, 1994, Virginia R. Holt transferred 150,000
of the shares of Class A Common Stock of Energy reported in this
statement to a trust of which Terrance K. Holt is the trustee.
The beneficiaries of such trust are Virginia R. Holt and the
children of Terrance K. Holt and Virginia R. Holt. No
consideration was paid for the transfer of such shares.
On January 17, 1994, Virginia R. Holt and Terrance K.
Holt acquired beneficial ownership of 7,250 shares of Class A
Common Stock of Energy as a result of a gift by Charles C.
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Page 5 of 10 Pages
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 and Terrance K. Holt. Terrance K.
Holt is the trustee of such trusts. No consideration was paid
for the transfer of the shares described in this paragraph.
Charles C. Roberts and Mary R. Roberts are husband and
wife and Virginia R. Holt is the daughter of Charles C. Roberts
and Mary R. Roberts.
Prior to the transactions described in the second
paragraph of this Item 3, Virginia R. Holt beneficially owned
270,387 shares of Class A Common Stock of Energy. Such ownership
was previously reported on a Schedule 13D filed by Virginia R.
Holt, which previous Schedule 13D is superseded by this Schedule
13D.
Item 4. Purpose of Transaction.
Terrance K. Holt and Virginia R. Holt are holding all
the shares of Class A Common Stock of Energy reported hereby for
investment.
Neither Terrance K. Holt nor Virginia R. Holt have any
plans or proposals which relate to or would result in (a) the
acquisition of additional securities 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 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 charter, 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.
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Page 6 of 10 Pages
Item 5. Interest in Securities of the Issuer.
(a) At the date hereof, Terrance K. Holt and 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. Terrance K. Holt holds title to 174,308 of such
shares as trustee of trusts which Virginia R. Holt and/or their
children are the beneficiaries and holds directly 2,276 of such
shares. Virginia R. Holt holds title to 87,453 of the shares of
Class A Common Stock of Energy reported in this statement 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.
(b) At the date hereof, Terrance K. Holt had sole
voting and investment power with respect to 176,584 of the shares
of Class A Common Stock of Energy reported herein and Virginia R.
Holt had sole voting and investment power with respect to the
remaining 101,053 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 Terrance K. Holt and
Virginia R. Holt 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 that with respect to 187,908 of the shares
described in Item 5(a) above, the children of Terrance K. Holt
and Virginia R. Holt have an economic interest in such shares.
(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.
The exhibit accompanying this statement is listed in
the accompanying Exhibit Index located after the signature page.
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Page 7 of 10 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/ Terrance K. Holt
Terrance K. Holt
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Page 8 of 10 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
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Page 9 of 10 Pages
EXHIBIT INDEX
Pages in
Sequential
Exhibit No. Exhibit Numbering
Exhibit 1 Agreement pursuant
to Rule 13d-1(f)(1)(iii).
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Page 10 of 10 Pages
EXHIBIT 1
Pursuant to Rule 13d-1(f)(1)(iii) of the Regulation
13D-G of the General Rules and Regulations of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as
amended, the undersigned agree that the statement on Schedule 13D
to which this Exhibit is attached is filed on behalf of each of
them with respect to the shares of Class A Common Stock of DEKALB
Energy Company reported in such Schedule 13D.
Dated: March 8, 1994
/s/Terrance K. Holt
Terrance K. Holt
/s/Virginia R. Holt
Virginia R. Holt
