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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Syntroleum Corporation
________________________________________________________________________________
(Name of Issuer)
Common stock, par value $0.01 per share
________________________________________________________________________________
(Title of Class of Securities)
871630 10 9
_______________________________________________________________
(CUSIP Number)
Robert A.Day
c/o The TCW Group, Inc.
865 South Figueroa
Los Angeles, California 90017
213-244-0000
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 7, 1998
_______________________________________________________________
(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 (S) (S) 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 the schedule, including all exhibits. See (S) 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).
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CUSIP NO. 871630 10 9
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert A. Day
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
7
NUMBER OF 3,239,261
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,239,261
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,239,261
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.04%
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TYPE OF REPORTING PERSON
14
IN
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ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is common
stock, par value $0.01 per share (the "Common Stock"), of Syntroleum
Corporation, a Kansas corporation ("Syntroleum" or the "Company"). The address
of the principal executive offices of the Company is 1350 South Boulder, Suite
1100, Tulsa, Oklahoma 74119-3295.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Robert A. Day. The business address of Mr.
Day is in care of The TCW Group, Inc., 865 South Figueroa, Suite 1800, Los
Angeles, California 90017. Mr. Day is a citizen of the United States of
America, and his principal occupation and employment is Chairman of the Board
and Chief Executive Officer of The TCW Group, Inc. The TCW Group, Inc. is a
holding company whose subsidiaries are in the asset management business. The
address of The TCW Group, Inc. is 865 South Figueroa, Suite 1800, Los Angeles,
California 90017. During the last five years, Mr. Day has not (i) been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 4, Purpose of Transaction, and Item 6, Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
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ITEM 4. PURPOSE OF TRANSACTION
On August 7, 1998, Syntroleum Corporation, an Oklahoma corporation
("Old Syntroleum"), merged with and into the Company (the "Merger").
Thereafter, the Company changed its name to "Syntroleum Corporation." Pursuant
to an Agreement and Plan of Merger dated as of March 30, 1998 by and between the
Company and Old Syntroleum (the "Merger Agreement"), a copy of which has been
filed as Exhibit A hereto and is incorporated herein by reference and as
described in the Company's Registration Statement on Form S-4 (Registration No.
333-50253), as amended (the "Registration Statement"), Mr. Day acquired
3,239,261 shares of Common Stock in exchange for his shares of common stock, par
value $0.001 per share, of Old Syntroleum (the "Old Syntroleum Common Stock").
Mr. Day will review on a continuous basis his investment in the Common
Stock and the Company's business affairs and financial condition, as well as
conditions in the securities markets and general economic and industry
conditions. Mr. Day may in the future take such actions in respect of his
investment in the Common Stock as he deems appropriate in light of the
circumstances existing from time to time. Currently, these actions include
continuing to hold the shares he now beneficially owns or disposing of shares.
Such dispositions could be effected in private transactions, through a public
offering or, upon compliance with the rules under the Securities Act of 1933, as
amended (the "Securities Act"), in the open market. Additionally, it is
possible that Mr. Day could seek to acquire additional shares, (although he has
no current plans to do so). Any acquisition of shares could be effected in the
open market, in privately negotiated transactions, or otherwise. Shares may be
transferred from time to time to entities or trusts controlled by Mr. Day and to
family members, and shares may be pledged as security for margin
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loans. Any sales, purchases or transfers or other actions described herein may
be made at any time without further prior notice. In reaching any conclusion as
to the foregoing matters, Mr. Day may take into consideration various factors,
such as the Company's business and prospects, other developments concerning the
Company, his obligations, cash and financial resources and needs, his investment
goals and other business opportunities available to him, developments with
respect to his business, general economic conditions, the market price for
shares of Common Stock and stock market conditions.
Except as set forth in Item 6, Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer, Mr. Day has no
present plans or proposals which relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Day may be deemed to be the beneficial owner of an aggregate of
3,239,261 shares of Common Stock (approximately 12.04% of the approximately
26,900,000 shares outstanding, determined by reference to the approximately
26,900,000 shares of Common Stock outstanding following the Merger reported in
the Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 12, 1998). Mr. Day has the sole power to vote and dispose
of shares of Common Stock directly beneficially owned by him.
Except as set forth in this Schedule 13D, to the best of his
knowledge, Mr. Day has not effected any transaction in Common Stock during the
past sixty days.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described in this statement or in the documents referred to
herein, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Day and any person with respect to any
securities of the Company.
The Company was formed in December 1996. Prior to the consummation of
the Merger Agreement, the Company owned approximately 31% of the outstanding
shares of Old Syntroleum Common Stock. On August 7, 1998, pursuant to the
Merger Agreement and as contemplated by the Registration Statement, Old
Syntroleum merged with and into the Company, and each share of Old Syntroleum
Common Stock was converted into 1.28990 shares of Common Stock.
The current directors of the Company are Mr. Kenneth L. Agee; Mark A.
Agee; Alvin R. Albe, Jr.; Frank M. Bumstead; P. Anthony Jacobs; Robert R.
Rosene; James R. Seward; and J. Edward Sheridan. Mr. Albe is Executive Vice
President of The TCW Group, Inc. Pursuant to the Merger Agreement, the current
directors, each of which were directors of Old Syntroleum, replaced the former
directors of the Company on August 7, 1998 (other than Mr. Seward and Mr. Jacobs
who were directors of the Company prior to the Merger and continued as
directors). Pursuant to the Merger Agreement, Old Syntroleum's officers
replaced the officers of the Company.
The foregoing is a summary of certain provisions of the Merger
Agreement, a copy of which has been filed as Exhibit A hereto and incorporated
by reference herein; and such summary is qualified by, and subject to, the more
complete information in the Merger Agreement.
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Pursuant to the Merger Agreement, the Dorothy Willametta Day 1997
Trust, the Thomas Joseph Deegan Day 1997 Trust and the Donald Ward Carlisi 1997
Trust each acquired 177,361 shares of Common Stock in exchange for their shares
of Old Syntroleum Common Stock. The beneficiaries of the trusts are Mr. Day's
adult children and his adult step-child. Mr. Jerry Carlton serves as trustee of
each of the trusts. Mr. Day disclaims beneficial ownership of these securities.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit A. Agreement and Plan of Merger dated as of March 30, 1998
by and between the Company and Old Syntroleum (Incorporated by reference to
Appendix A to the Company's Registration Statement on Form S-4
(Registration No. 333-50253)).
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After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: August 17, 1998.
/s/ Robert A. Day
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Robert A. Day
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