<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
of
Paulina Dean
SCHEDULE 13G
of
William Kemble Ketcham
Under the Securities Exchange Act of 1934
Devcon International Corp.
-----------------------------------------
(Name of Issuer)
Common Stock, $.10 par value
-----------------------------------------
(Title of Class of Securities)
251588109
-----------------------------------------
(CUSIP Number)
May 7, 1999
------------------------------------------
(Date of Event Which Requires Filing of This Statement)
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
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP NO. 251588109 13G PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
Paulina Dean
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ] (But see item 8, page 5)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
5 SOLE VOTING POWER
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 358,400
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH
8 SHARED DISPOSITIVE POWER
358,400
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
14. CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS
SCHEDULE IS FILED:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
<PAGE> 3
CUSIP NO. 251588109 13G PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Kemble Ketcham
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ] (But see item 8, page 5)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
5 SOLE VOTING POWER
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH
8 SHARED DISPOSITIVE POWER
358,400
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
14. CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS
SCHEDULE IS FILED:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
---------------------------------
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
---------------------------------
Item 1. (a). Name of Issuer:
Devcon International Corp.
(b). Address of Issuer's Principal Executive Offices:
1350 E. Newport Center Dr., Suite 201,
Deerfield Beach, FL 33442
Item 2. (a). Name of Person Filing:
Paulina Dean & William Kemble Ketcham
(b). Address of Principal Business Office:
P.O. Box 187, Road Town, Tortola,
British Virgin Islands
Page 3 of 6 Pages
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Item 2. (c). Citizenship:
Paulina Dean - British Virgin Islands
William Kemble Ketcham - U.S.A.
(d). Title of Class of Securities:
Common Stock, $.10 par value
(e). CUSIP Number:
251588109
Item 3. This statement is filed pursuant to Rules 13d-1(c) and
13d-1(k) by Paulina Dean & William Kemble Ketcham.
Item 4. Ownership.
(a). Amount Beneficially Owned
358,400
(b). Percent of Class:
8.0%
(c). Number of Shares as to which Paulina Dean* has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
358,400
(iii) sole power to dispose or to direct the
disposition of
(iv) shared power to dispose or to direct the
disposition of
358,400
*Note to Item 4: The securities to which this statement pertains are held by
Paulina Dean (342,400 shares) or Tortola Concrete Products Ltd. (16,000
shares), a company she owns. Ms. Dean's son, William Kemble Ketcham, has power
to direct the disposition of, and otherwise to act with respect to, such
securities, pursuant to a power of attorney executed by Ms. Dean.
Page 4 of 6 Pages
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Item 5. Ownership of Five Percent or Less of a Class:
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent
Holding Company:
Item 8. Identification and Classification of Members of the Group:
To the extent a "group" is deemed to exist, its members are
Paulina Dean and William Kemble Ketcham. However, nothing
herein is intended as an affirmation that such persons
actually constitute a group within the meaning of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder.
Page 5 of 6 Pages
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Item 9. Notice of Dissolution of Group:
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
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.
/s/ Paulina Dean
------------------------
Paulina Dean
/s/ William Kemble Ketcham
---------------------------
William Kemble Ketcham
Dated: May 17, 1999
Page 6 of 6 Pages
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Exhibit to Schedule 13G
-----------------------
Agreement
---------
Pursuant to Rule 13d-1(k) of the General Rules and Regulations promulgated
under the Securities Exchange Act of 1934, Paulina Dean and William Kemble
Ketcham hereby agree in writing that the foregoing Schedule 13G is filed on
behalf of each of them.
/s/ Paulina Dean
-----------------
Paulina Dean
/s/ William Kemble Ketcham
---------------------------
William Kemble Ketcham
