UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Central Securities Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock $1.00 per share par value
Convertible Preference Stock, $2.00 Series D without par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
Common Stock - 155123-10-2
Convertible Preference Stock - 155123-40-9
- --------------------------------------------------------------------------------
(CUSIP Number)
Wilmot H. Kidd, III
President
Central Securities Corporation
375 Park Avenue
New York, New York 10152
(212) 688-3011
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 30, 1999
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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 (section)240.13d-1(e), 240.13d-1(f), or
240.13d-1(g), check the following box |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See (section)240.13d-7(b)
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).
<PAGE>
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CUSIP No. 155123-10-2 13D Page 2 of 15 Pages
155123-40-9
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1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wilmot H. Kidd, III S.S. # ###-##-####
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS*
00
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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- -------------------- ---------- ------------------------------------------------
NUMBER OF 7
SOLE VOTING POWER
SHARES
0 shares of Common Stock and 0 shares of
Convertible Preference Stock (See Item 5)
---------- ------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
1,904,776 shares of Common Stock and 0 shares
of Convertible Preference Stock (See Item 5)
---------- ------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
0 shares of Common Stock and 0 shares of
Convertible Preference Stock (See Item 5)
---------- ------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
1,904,776 shares of Common Stock and 0 shares
of Convertible Preference Stock (See Item 5)
- -------------------- ---------- ------------------------------------------------
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,904,776 shares of Common Stock and 0 shares of Convertible
Preference Stock (See Item 5)
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.9% of Common Stock
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14
TYPE OF REPORTING PERSON*
Individual
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 155123-10-2 13D Page 3 of 15 Pages
155123-40-9
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1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Julie J. Kidd S.S. # ###-##-####
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS*
00
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- -------------- -----------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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- ------------------------- --------- --------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES 0 shares of Common Stock and 0 shares of
Convertible Preference Stock (See Item 5)
--------- --------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
1,904,776 shares of Common Stock and 0
shares of Convertible Preference Stock
(See Item 5)
OWNED BY
--------- --------------------------------------------
9
EACH SOLE DISPOSITIVE POWER
0 shares of Common Stock and 0 shares of
Convertible Preference Stock (See Item 5)
REPORTING
--------- --------------------------------------------
10
PERSON WITH SHARED DISPOSITIVE POWER
1,904,776 shares of Common Stock and 0
shares of Convertible Preference Stock
(See Item 5)
- ------------------------- --------- --------------------------------------------
- -------------- -----------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,904,776 shares of Common Stock and 0 shares of Convertible
Preference Stock (See Item 5)
- -------------- -----------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.9% of Common Stock
- -------------- -----------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
Individual
- -------------- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 155123-10-2 13D Page 4 of 15 Pages
155123-40-9
This Amendment No. 3 to Schedule 13D is being filed by Mr. Wilmot H. Kidd,
III and his wife, Mrs. W. H. Kidd, to reflect changes in ownership as a result
of the call for redemption of the Convertible Preference Stock, $2.00 Series D,
of Central Securities Corporation, and other changes in ownership since the
filing of Amendment No. 2 to Schedule 13D. Pursuant to Rule 13d-1(k)(1)(iii)
under the Securities Exchange Act of 1934, as amended, a copy of the written
agreement between Mr. Kidd and Mrs. Kidd agreeing that this Amendment No. 3 is
filed on behalf of each of them is filed herewith as Exhibit A. The Schedule 13D
is hereby amended and restated as follows:
Item 1. Security and Issuer.
-------------------
This statement relates to shares of the common stock, $1.00 par value per
share ("Common Stock") and to shares of a series of preference stock, without
par value per share, denominated Convertible Preference Stock, $2.00 Series D
("Series D Stock"), of Central Securities Corporation, a Delaware corporation
("Central"). The address of the principal executive office of Central is 375
Park Avenue, New York, New York 10152.
Item 2. Identity and Background.
-----------------------
This statement is filed by Mr. Wilmot H. Kidd, III whose business address
is 375 Park Avenue, New York, New York 10022. Mr. Kidd's principal occupation is
President of Central,
<PAGE>
CUSIP No. 155123-10-2 13D Page 5 of 15 Pages
155123-40-9
a registered closed-end investment company, located at 375 Park Avenue, New
York, New York 10152.
During the last five years, Mr. Kidd has neither been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
been a party to a 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
violation with respect to such laws.
Mr. Kidd is a citizen of the United States.
This statement is also filed by Mrs. W. H. Kidd whose business address is
1060 Park Avenue, New York, New York 10028. Mrs. Kidd's principal occupation is
President and Trustee of the Christian A. Johnson Endeavor Foundation, a private
charitable foundation located at 1060 Park Avenue, New York, New York 10028.
During the last five years, Mrs. Kidd has neither been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
been a party to a 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
violation with respect to such laws.
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CUSIP No. 155123-10-2 13D Page 6 of 15 Pages
155123-40-9
Mrs. Kidd is a citizen of the United States.
Item 3. Source and Amount of Funds or other Consideration.
-------------------------------------------------
Mr. Kidd, Mrs. Kidd and certain trusts for the benefit of their children
have acquired shares of Common Stock in open market transactions as well as by
gift from Mrs. Christian A. Johnson (the mother of Mrs. Kidd). In addition, Mr.
Kidd, Mrs. Kidd and certain trusts for the benefit of their children have
acquired shares of Common Stock directly from Central as part of its stock
dividend distributions to stockholders. Mr. Kidd, Mrs. Kidd and certain trusts
for the benefit of Mrs. Kidd, their children or other family members have also
acquired shares of Common Stock from the estate of Mrs. Christian A. Johnson (of
which Mrs. Kidd is executrix).
Mr. Kidd also acquired shared power to vote and dispose of 25,925 shares
of Common Stock which are held in a trust for the benefit of the children of Mr.
C. Carter Walker, Jr. (the "Walker Trust") when Mr. Kidd was named a co-trustee
of the Walker Trust on June 18, 1999. The Walker Trust has acquired the shares
of Common Stock in open market or privately negotiated transactions.
Mr. Kidd, Mrs. Kidd and certain trusts for the benefit of their children
have acquired shares of Series D Stock directly from Central as part of its
stock dividend distributions to
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CUSIP No. 155123-10-2 13D Page 7 of 15 Pages
155123-40-9
stockholders. In addition, Mrs. Kidd, a trust for the benefit of her children
and a trust for the benefit of Mrs. Kidd's brother have acquired shares of
Series D Stock from the estate of Mrs. Christian A. Johnson (of which Mrs. Kidd
has been appointed executrix).
Item 4. Purposes of Transaction.
-----------------------
In connection with the call for the redemption of the Series D Stock on
August 1, 1999, Mr. Kidd, Mrs. Kidd, certain trusts for the benefit of Mrs. Kidd
or their children and a trust for the benefit of Mrs. Kidd's brother surrendered
an aggregate of 54,501 shares of Series D Stock for conversion on July 30, 1999
into an aggregate of 199,034 shares of Common Stock. Mr. Kidd, Mrs. Kidd and
certain trusts for the benefit of Mrs. Kidd, their children or other family
members and the Walker Trust acquired the shares of Common Stock and/or Series D
Stock for the purposes of investment.
Mr. Kidd, Mrs. Kidd, certain trusts for the benefit of Mrs. Kidd, their
children or other family members and the Walker Trust may, subject to their
relationship with Central, their evaluation of Central's business and business
prospects, and upon future developments, including, but not limited to,
availability of funds, market performance of the Common Stock, general economic
conditions, and other factors, acquire additional shares of Common Stock from
time to time,
<PAGE>
CUSIP No. 155123-10-2 13D Page 8 of 15 Pages
155123-40-9
through open market and/or privately negotiated transactions, as they may
determine in their judgment. Mr. Kidd, Mrs. Kidd, certain trusts for the benefit
of Mrs. Kidd, their children or other family members or the Walker Trust may
also at any time determine to dispose of a portion or all of the Common Stock
owned by them. Mr. Kidd, Mrs. Kidd, certain trusts for the benefit of Mrs. Kidd,
their children or other family members and the Walker Trust have no present
plans or proposals which relate to or would result in (a) the acquisition of
additional securities of Central (other than by distribution to stockholders
generally of stock dividends) or the disposition of securities of Central; (b)
any extraordinary corporate transaction involving Central; (c) the disposition
of material amount of assets of Central; (d) any change in the present Board of
Directors or management of Central; (e) any material change in the present
capitalization or dividend policy of Central; (f) any other material change in
Central's business or corporate structure; (g) any changes in Central's
Certificate of Incorporation or By-Laws; (h) any class of securities of Central
being delisted from a national securities exchange; (i) a class of equity
security of Central becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j)
any action similar to any of those enumerated above. However, as noted above,
Central has redeemed
<PAGE>
CUSIP No. 155123-10-2 13D Page 9 of 15 Pages
155123-40-9
the Series D Stock on August 1, 1999 and in connection therewith the Series D
Stock will be removed from listing and registration on the American Stock
Exchange.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Mr. Kidd, Mrs. Kidd, certain trusts for the benefit of Mrs. Kidd, their
children or other family members and the Walker Trust beneficially own an
aggregate of 1,904,776 shares of Common Stock, which is approximately 11.9% of
the outstanding shares of Common Stock as of July 30, 1999.
Mr. Kidd has shared power with Mrs. Kidd to vote and dispose of 317,993
shares of Common Stock owned by Mr. Kidd. Mr. Kidd has shared power to vote and
dispose of 1,507,029 shares of Common Stock, which are owned by Mrs. Kidd or
held in trusts for the benefit of Mrs. Kidd, their children or other family
members or held in the estate of Mrs. Kidd's mother (of which Mrs. Kidd is
executrix) or held in the Walker Trust. Mr. Kidd has no power to vote or to
dispose of 79,754 shares of Common Stock which are held in a trust for the
benefit of his children.
Mr. Kidd disclaims beneficial ownership of the aggregate of 1,586,783
shares of Common Stock owned by Mrs. Kidd or held in the estate of Mrs. Kidd's
mother or in trusts for the benefit of Mrs. Kidd, their children or other family
members or held in the Walker Trust.
<PAGE>
CUSIP No. 155123-10-2 13D Page 10 of 15 Pages
155123-40-9
Mrs. Kidd has shared power with Mr. Kidd to vote and dispose of 333,422
shares of Common Stock owned by Mrs. Kidd. Mrs. Kidd has shared power to vote
and dispose of 1,465,675 shares of Common Stock which are owned by Mr. Kidd or
held in the estate of her mother (of which she is executrix), or are held in
trusts for the benefit of herself, her children or other family members. Mrs.
Kidd has no power to vote or to dispose of 79,754 shares of Common Stock which
are held in a trust for the benefit of her children or 25,925 shares of Common
Stock which are held in the Walker Trust (of which Mr. Kidd is co-trustee).
Mrs. Kidd disclaims beneficial ownership of the aggregate of 1,102,370
shares of Common Stock owned by Mr. Kidd or held in trusts for the benefit of
their children or other family members or held in the Walker Trust.
Mr. Kidd, Mrs. Kidd, certain trusts for the benefit of their children or
other family members and the Walker Trust have not effected any transactions in
the Common Stock during the past sixty days except as follows:
1. On June 18, 1999 Mr. Kidd acquired shared power to vote and dispose of
25,925 shares of Common Stock which are held in the Walker Trust upon being
named a co-trustee of the Walker Trust.
2. On July 30, 1999 Mr. Kidd acquired 20,827 shares of Common Stock upon
conversion of 5,703 shares of Series D
<PAGE>
CUSIP No. 155123-10-2 13D Page 11 of 15 Pages
155123-40-9
Stock.
3. On July 30, 1999 Mrs. Kidd acquired 70,348 shares of Common Stock upon
conversion of 19,263 shares of Series D Stock.
4. On July 30, 1999 certain trusts for the benefit of Mr. and Mrs. Kidd's
children or other family members accquired an aggregate of 107,859 shares of
Common Stock upon conversion of an aggregate of 29,535 shares of Series D Stock.
5. On August 4, 1999 a charitable lead trust of which Mrs. Kidd is trustee,
by its terms, disbursed 1,303 shares of Common Stock to a charitable foundation.
Mr. Kidd, Mrs. Kidd, certain trusts for the benefit of their children or
other family members and the Walker Trust have not effected any transactions in
the Series D Stock during the past sixty days other than the surrender for
conversion into Common Stock of the aggregate of 54,501 shares of Series D Stock
in connection with the call for the redemption of the Series D Stock on August
1, 1999.
The estate of Mrs. Christian A. Johnson, of which Mrs. Kidd is the
executrix, has not effected any transactions in the Common Stock or the Series D
Stock during the past sixty days. Other than as described above, Mr. and Mrs.
Kidd have not effected any transactions in the Common Stock or the Series D
Stock during the past sixty days. As of July 30, 1999 Mr. and
<PAGE>
CUSIP No. 155123-10-2 13D Page 12 of 15 Pages
155123-40-9
Mrs. Kidd ceased to own beneficially any shares of the Series D Stock.
Item 6. Contracts, Arrangements, Understandings or Relationship
With Respect to Securities of the issuer.
-----------------------------------------------------
None.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The following exhibit is filed herewith:
Exhibit Number Exhibit
- -------------- -------
A Agreement regarding joint filing of this
Amendment No. 3 to Schedule 13D.
<PAGE>
CUSIP No. 155123-10-2 13D Page 13 of 15 Pages
155123-40-9
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.
/s/ Wilmot H. Kidd, III
------------------------------
Mr. Wilmot H. Kidd, III
<PAGE>
CUSIP No. 155123-10-2 13D Page 14 of 15 Pages
155123-40-9
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.
/s/ Julie J. Kidd
----------------------------
Mrs. W. H. Kidd
<PAGE>
CUSIP No. 155123-10-2 13D Page 15 of 15 Pages
155123-40-9
Exhibit A
Agreement
---------
By this Agreement, the undersigned agree that the Amendment being filed on
or about this date with respect to the undersigneds' beneficial ownership of
shares of Common Stock and Series D Stock of Central Securities Corporation is
being filed on behalf of each of them.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be one and the same instrument. Dated as of: August 10,
1999
/s/ Wilmot H. Kidd
--------------------------------
Mr. Wilmot H. Kidd, III
/s/ Julie J. Kidd
--------------------------------
Mrs. W. H. Kidd
