<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SPINNAKER INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value per share
and
Class A Common Stock, no par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
848926101
848926200
- --------------------------------------------------------------------------------
(CUSIP Number)
Timothy R. Vaughan, Crouch & Hallett, L.L.P.
717 N. Harwood, Suite 1400, Dallas, Texas 75201; (214) 922-4167
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 8, 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 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).
<PAGE>
CUSIP Nos.: 848926101 Page 2 of 7
848926200
SCHEDULE 13D
- -------------------------------------------------------------------------------
1 Name of Reporting Person
SS. or I.R.S. Identification No. of Above Person
Boyle Fleming & Co., Inc. 75-2493518
- -------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
N/A
- -------------------------------------------------------------------------------
3 SEC Use Only
- -------------------------------------------------------------------------------
4 Source of Funds*
BK
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(E) / /
- -------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
7 Sole Voting Power
Number of Common Stock 659,045
shares Class A Common Stock 659,045
beneficially --------------------------------------------------------------
owned by 8 Shared Voting Power
each None
reporting --------------------------------------------------------------
person with 9 Sole Dispositive Power
Common Stock 659,045
Class A Common Stock 659,045
--------------------------------------------------------------
10 Shared Dispositive Power
None
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
Common Stock 659,045
Class A Common Stock 659,045
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
Common Stock 18.4%
Class A Common Stock 18.5%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP Nos.: 848926101 Page 3 of 7
848926200
SCHEDULE 13D
- -------------------------------------------------------------------------------
1 Name of Reporting Person
SS. or I.R.S. Identification No. of Above Person
Richard J. Boyle
- -------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
N/A
- -------------------------------------------------------------------------------
3 SEC Use Only
- -------------------------------------------------------------------------------
4 Source of Funds*
None
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
7 Sole Voting Power
Number of 472
shares --------------------------------------------------------------
beneficially 8 Shared Voting Power
owned by None (See Item 5)
each --------------------------------------------------------------
reporting
person with 9 Sole Dispositive Power
472
--------------------------------------------------------------
10 Shared Dispositive Power
None (See Item 5)
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
Common Stock 472 (See Item 5)
Class A Common Stock None (See Item 5)
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares*
**Excludes shares owned by Boyle Fleming & Co., Inc. /X/
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
Common Stock Less than 0.1%
Class A Common Stock Less than 0.1%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP Nos.: 848926101 Page 4 of 7
848926200
SCHEDULE 13D
- -------------------------------------------------------------------------------
1 Name of Reporting Person
SS. or I.R.S. Identification No. of Above Person
Ned N. Fleming, III
- -------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
N/A
- -------------------------------------------------------------------------------
3 SEC Use Only
- -------------------------------------------------------------------------------
4 Source of Funds*
N/A
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
7 Sole Voting Power
Number of None
shares --------------------------------------------------------------
beneficially 8 Shared Voting Power
owned by None (See Item 5)
each --------------------------------------------------------------
reporting
person with 9 Sole Dispositive Power
None
--------------------------------------------------------------
10 Shared Dispositive Power
None (See Item 5)
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
None (See Item 5)
- -------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* /X/
**Excludes shares owned by Boyle Fleming & Co., Inc.
- -------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
Common Stock 0.0%
Class A Common Stock 0.0%
- -------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP Nos.: 848926101 Page 5 of 7
848926200
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 ("Amendment") to Statement on Schedule 13D (as
previously amended, the "Statement") relates to the Common Stock, no par value
(the "Common Stock"), and the Class A Common Stock, no par value (the "Class A
Common Stock"), of Spinnaker Industries, Inc., a Delaware corporation f/k/a
Safety Railway Service Corporation ("Spinnaker"), which has its principal
executive offices located at 600 N. Pearl Street, Suite 2160, Dallas, Texas
75201.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is amended in relevant part as follows:
On January 8, 1998, Boyle Fleming & Co., Inc., a Texas corporation ("BF"),
exercised its warrant issued by Spinnaker (the "Class A Warrant") for the
remaining 228,499 shares of Common Stock and 228,499 shares of Class A Common
Stock issuable thereunder, which BF intends to hold for investment purposes, for
a payment of $610,092.33. BF utilized its existing credit line with Comerica
Bank-Texas (the "Bank") to pay for the 228,499 shares of Common Stock and
228,499 shares of Class A Common Stock acquired through such exercise.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is amended in relevant part as follows:
On January 8, 1998, BF acquired the remaining shares issuable under the
Class A Warrant for investment purposes. BF has no present intention to sell
the shares obtained through such exercises; however, BF has pledged an aggregate
of 492,288 shares of Common Stock and 492,288 shares of Class A Common Stock to
secure bank and other indebtedness incurred by it (including 175,000 shares of
each class acquired by BF on January 8, 1998), and BF may from time to time
pledge additional shares to secure other indebtedness incurred by BF.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Statement is amended in relevant part as follows:
(a) and (b): The Class A Warrant granted to BF the right to acquire up
to 678,945 shares of Common Stock and up to 678,945 shares of Class A Common
Stock (as subsequently adjusted to reflect the 3 for 2 stock splits in
December 1994 and December 1995 and the stock dividend of one share of Common
Stock for each share of Class A Common Stock (the "Dividend")) at an exercise
price of approximately $2.67 for one share of both Common Stock and Class A
Common Stock. BF has fully exercised the Class A Warrant for all of such
shares of Common Stock and Class A Common Stock. In addition, BF donated
20,000 shares of Common Stock and 20,000 shares of Class A Common Stock to
certain charitable trusts and acquired a total of 100 shares of Class A
Common Stock (pre-Dividend) in open market purchases in March 1996. The
shares of Common Stock and Class A Common Stock owned by BF constitute
approximately 18.4% of the outstanding Common Stock and 18.5% of the
outstanding Class A Common Stock, respectively (calculated according to Rule
13d-3 (d)(1)(i)). Except for certain call rights of Spinnaker under the
Warrant Purchase Agreement, dated June 13, 1993 (the "Purchase Agreement"),
between Spinnaker and BF (all more particularly described in Item 6 of the
Statement), BF
<PAGE>
CUSIP Nos.: 848926101 Page 6 of 7
848926200
has the sole voting and dispositive power with respect to the 659,045 shares
of Common Stock and 659,045 shares of Class A Common Stock owned by it.
Messrs. Boyle and Fleming may be deemed to beneficially own and to
exercise shared voting and dispositive power over the shares of Common Stock and
Class A Common Stock owned by BF or issuable upon exercise of the Class A
Warrant by virtue of their being deemed to exercise control over BF. Messrs.
Boyle and Fleming both disclaim beneficial ownership of the shares of Common
Stock and Class A Common Stock owned by BF or issuable to BF under the Class A
Warrant.
Mr. Boyle owns an additional 472 shares of Common Stock individually. Mr.
Boyle has the sole voting and dispositive power with respect to such shares.
(c): On January 8, 1998, BF exercised the Class A Warrant and acquired the
remaining 228,499 shares of Common Stock and 228,499 shares of Class A Common
Stock, at an acquisition price of $2.67 for one share of both classes of stock,
for an aggregate payment of $610,092.33.
(d): Not applicable.
(e): Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Statement is amended in relevant part as follows:
BF had previously pledged 113,158 shares of Common Stock and 113,158 shares
of Class A Common Stock to secure its payment of a promissory note (the "Note")
dated August 18, 1997, payable to Michael L. George, a former shareholder of BF
("George"), in the original principal amount of $2,050,000. The Note was repaid
in full on January 15, 1998, and the pledged shares were released.
After exercising the Class A Warrant on January 8, 1998, BF pledged an
additional 175,000 shares of Common Stock and 175,000 shares of Class A Common
Stock (resulting in an aggregate 492,288 shares of Common Stock and 492,288
shares of Class A Common Stock being so pledged) to the Bank to secure BF's
repayment and other obligations owed to the Bank under a Loan Agreement dated
June 24, 1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Warrant Purchase Agreement (filed as Exhibit A to the Statement).
Exhibit B Class A Warrant (filed as Exhibit B to the Statement).
Exhibit C Loan Agreement, dated as of June 24, 1997, between Boyle Fleming
& Co., Inc. and Comerica Bank-Texas, together with all amendments
thereto. (Filed as Exhibit C to Amendment No. 2 of the
Statement, filed October 9, 1997).
Exhibit D Pledge Agreement between Boyle Fleming & Co., Inc. and Comerica
Bank-Texas. (Filed as Exhibit D to Amendment No. 2 of the
Statement, filed October 9, 1997).
<PAGE>
CUSIP Nos.: 848926101 Page 7 of 7
848926200
Exhibit E Letter Agreement between Messrs. Boyle and Fleming, Boyle Fleming
& Co., Inc., Michael L. George, George Group Employee Partners
and George Group Incorporated. (Filed as Exhibit E to Amendment
No. 2 of the Statement, filed October 9, 1997).
Exhibit F Pledge Agreement made by Boyle Fleming & Co., Inc. in favor of
Michael L. George. (Filed as Exhibit F to Amendment No. 2 of the
Statement, filed October 9, 1997).
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.
BOYLE FLEMING & CO., INC.
By: /s/ Ned N. Fleming Date: January 22, 1998
---------------------------------- ----------------------------------
Ned N. Fleming, III
Chairman of the Board, President
and Managing Director
/s/ Ned N. Fleming Date: January 22, 1998
---------------------------------- ----------------------------------
Ned N. Fleming, III
/s/ Richard J. Boyle Date: January 23, 1998
---------------------------------- ----------------------------------
Richard J. Boyle
