[LETTERHEAD OF MILLING BENSON WOODWARD L.L.P.]
October 14, 1998
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Sandy Run Farm, L.L.C.
Amendment to Schedule 13D
-------------------------
Gentlemen:
On behalf of Sandy Run Farm, L.L.C., successor-in-interest to Sandy Run
Farm Partnership (the "Company"), and pursuant to Section 13(d) of the
Securities and Exchange Act of 1934, as amended (the "Act"), and Rule 13d-2
thereunder, I am transmitting for filing a Schedule 13D/A relating to the
Company's beneficial ownership of shares of common stock, no par value, of
AVOCA, Incorporated ("Avoca").
The Schedule 13D/A, which reflects that the Company is no longer the
beneficial owner of 5% or more of the outstanding shares of Avoca common stock,
is also being sent today by registered or certified mail to Avoca at its
principal executive office. Because the common stock of Avoca is not traded on
any exchange, no filing with an exchange is required under the Act.
If you have any questions regarding this filing, please contact the
undersigned at (504) 569-7406.
Very truly yours,
/s/ Patrick J. Butler, Jr.
Patrick J. Butler, Jr.
PJB, JR./kj178553
Enclosure
cc: David J. Conroy, Esq.
Sandy Run Farm, L.L.C.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Avoca, Incorporated
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
053843-10
------------------------------
(CUSIP Number)
Sandy Run Farm, L.L.C. With a copy to:
76036 Highway 1082 David J. Conroy, Esq.
Covington, LA 70433 Milling Benson Woodward L.L.P.
(504) 898-2932 909 Poydras Street, Suite 2300
New Orleans, LA 70112
(504) 569-7000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 13, 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 ss.ss.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 ss.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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<PAGE>
SCHEDULE 13D
CUSIP NO. 053843-10
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sandy Run Farm, L.L.C. (formerly Sandy Run Farm Partnership/Dorothy
Sharp Milling)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
----
(b)
----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
----
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
39,334
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 39,334
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,334
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14 TYPE OF REPORTING PERSON*
OO (Limited liability company)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This amendment to the Schedule 13D, including the statement
attached thereto, as amended through the date hereof (the "Statement"), is filed
by Sandy Run Farm, L.L.C., a Louisiana limited liability company (the
"Company"), to reflect that the Company is no longer the beneficial owner of
more than 5% of the outstanding shares of Avoca, Incorporated ("Avoca").
Item 5. Interest in Securities of the Issuer
------------------------------------
Items 5(a) and 5(b) of the Statement are hereby amended and
restated in their entirety to read as follows:
(a) and (b) By an Act of Transfer and Exchange dated October 13,
1998, the Company has transferred and assigned 19,666 shares of Avoca
common stock to Longford Farm, L.L.C. (a Louisiana limited liability company
that is not affiliated with the Company). As a result of this transfer, the
Company currently beneficially owns only 39,334 shares of Avoca common stock,
representing approximately 4.7% of the 830,500 outstanding shares of Avoca
common stock. The Company, through its two remaining managers, W. Brooke Fox and
Penelope Fox Brown, has sole power to vote or to direct the vote, and to dispose
or to direct the disposition of, the 39,334 shares of Avoca common stock that
are the subject of this report. The members of the Company, in their capacity as
such, do not have authority to bind the Company and, accordingly, do not have or
share voting or dispositive power over such shares. Dorothy Sharp Milling,
Richard B. Fox and Temple M. Brown (who were previously identified on Schedule A
to the Statement) are either deceased or otherwise no longer have any interest
in the Company or in the voting or disposition of the shares that are subject to
this report.
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.
Dated: October 13, 1998 SANDY RUN FARM, L.L.C.
By: /s/ W. Brooke Fox
-------------------------------
W. Brooke Fox, Manager
By: /s/ Penelope Fox Brown
-------------------------------
Penelope Fox Brown, Manager
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