SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Rohn Industries, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
775381106
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 8, 1999
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*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).
**The total number of shares reported herein is 3,656,200 shares, which
constitutes approximately 6.9% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 52,752,259 shares
outstanding.
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1. Name of Reporting Person:
Portfolio Q Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO-Partnership Contributions
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: 3,656,200 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,656,200 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,656,200
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.9%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio Associates,
Inc.
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated January 4, 1999,
(the "Schedule 13D"), relating to the Common Stock, par value $.01 per share
(the "Stock"), of Rohn Industries, Inc. (the "Issuer"). Unless otherwise
indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
(a)
Pursuant to Regulation 13D-G of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
file this Schedule 13d Statement on behalf of Portfolio Q Investors, L.P., a
Delaware limited partnership ("PQ"), (the "Reporting Person"). Additionally,
information is included herein with respect to the following persons
(collectively, the "Controlling Persons"): Portfolio Associates, Inc., a
Delaware corporation ("PA"), Trinity I Fund, L.P., a Delaware limited
partnership ("TIF"), TF Investors, L.P., a Delaware limited partnership ("TFI"),
Trinity Capital Management, Inc., a Delaware corporation ("TCM") and William P.
Hallman, Jr. ("WPH"). The Reporting Person and the Controlling Persons are
sometimes hereinafter collectively referred to as the "Item 2 Persons." The
Item 2 Persons are making this single, joint filing because they may be deemed
to constitute a "group" within the meaning of Section 13(d)(3) of the Act,
although neither the fact of this filing nor anything contained herein shall be
deemed to be an admission by the Item 2 Persons that such a group exists.
(b)-(c)
PQ
PQ is a Delaware limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of PQ, which also serves as its principal office,
is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to PA, the
sole general partner of PQ, is set forth below.
TIF
TIF is a Delaware limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of TIF, which also serves as its principal
office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to TFI, the
sole general partner of TIF, is set forth below.
TFI
TFI is a Delaware limited partnership, the principal business of which is
serving as the sole general partner of TIF. The principal business address of
TFI, which also serves as its principal office, is 201 Main Street, Suite 3200,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to TCM, the sole general partner of TFI, is set forth
below.
TCM
TCM is a Delaware corporation, the principal business of which is serving
as the sole general partner of TFI. The principal business address of TCM, which
also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name,
residence or business address, and present principal occupation or employment of
each director, executive officer and controlling person of TCM are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
William P. Hallman, 201 Main Street Director and Share-
Jr. Suite 2500 holder of Kelly,
Fort Worth, Texas Hart and Hallman,
76102 P.C. ("KHH")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas Bass Enterprises
76102 Production Co.
("BEPCO")
KHH is a law firm whose business address is 201 Main Street, Suite 2500,
Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
WPH
See answers above.
PA
PA is a Delaware corporation, the principal business of which is serving as
the sole general partner of PQ and other affiliated limited partnerships. The
principal business address of PA, which also serves as its principal office, is
201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C
to Schedule 13D of the Act, the name, residence or business address, and present
principal occupation or employment of each director, executive officer and
controlling person (in addition to TIF) of PA are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
William P. Hallman, See answers above. See answers above.
Jr.
W. R. Cotham See answers above. See answers above.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, 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.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Person to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
PQ Other (1) $14,880,653.54
(1) Contributions from partners.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Person
PQ
The aggregate number of shares of the Stock that PQ owns beneficially,
pursuant to Rule 13d-3 of the Act, is 3,656,200, which constitutes approximately
6.9% of the outstanding shares of the Stock.
Controlling Persons
TIF
Because of its position as the sole stockholder of PA, which is the sole
general partner of PQ, TIF may, pursuant to Rule 13d-3 of the Act, be deemed to
be the beneficial owner of 3,656,200 shares of the Stock, which constitutes
approximately 6.9% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is the
sole stockholder of PA, which is the sole general partner of PQ, TFI may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
3,656,200 shares of the Stock, which constitutes approximately 6.9% of the
outstanding shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is the
sole general partner of TIF, which is the sole stockholder of PA, which is the
sole general partner of PQ, TCM may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 3,656,200 shares of the Stock, which
constitutes approximately 6.9% of the outstanding shares of the Stock.
WPH
Because of his position as the President and sole stockholder of TCM,
which is the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole stockholder of PA, which is the sole general partner of
PQ, WPH may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 3,656,200 shares of the Stock, which constitutes approximately 6.9% of
the outstanding shares of the Stock.
PA
Because of its position as the sole general partner of PQ, PA may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
3,656,200 shares of the Stock, which constitutes approximately 6.9% of the
outstanding shares of the Stock.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial owner
of any shares of the Stock.
(b)
Reporting Person
PQ
Acting through its sole general partner, PQ has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 3,656,200
shares of the Stock.
Controlling Persons
TIF
As the sole stockholder of PA, which is the sole general partner of PQ,
TIF has the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 3,656,200 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole stockholder of PA,
which is the sole general partner of PQ, TFI has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 3,656,200 shares
of the Stock.
TCM
As the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole stockholder of PA, which is the sole general partner of
PQ, TCM has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 3,656,200 shares of the Stock.
WPH
As the President and sole stockholder of TCM, which is the sole general
partner of TFI, which is the sole general partner of TIF, which is the sole
stockholder of PA, which is the sole general partner of PQ, WPH has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 3,656,200 shares of the Stock.
PA
As the sole general partner of PQ, PA has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 3,656,200 shares
of the Stock.
(c) During the past 60 days, the Reporting Person has had no
transactions in shares of the Stock.
(d) The Reporting Person affirms that no person other than those
persons named in Item 2 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 the
Stock owned by such Reporting Person.
(e) Not Applicable.
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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.
DATED: October 27, 1999
PORTFOLIO Q INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), previously filed.
