FANSTEEL INC
8-K, 1997-08-01
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    ---------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):     July 17, 1997



                                  FANSTEEL INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                       1-8676             36-1058780
(State or other jurisdiction            (Commission         (IRS Employer
      of incorporation)                File Number)       Identification No.)


   NUMBER ONE TANTALUM PLACE, NORTH CHICAGO, ILLINOIS           60064
       (Address of principal executive offices)               (Zip Code)



Registrant's telephone number, including area code: (847)689-4900


<PAGE>


Item 1.     CHANGES IN CONTROL OF REGISTRANT.

            (a);(b) On July 17, 1997, Thomas Mellon Evans, Sr. died. At the time
of  his  death,   Mr.  Evans  owned  4,050,786  shares  (the  "Shares")  of  the
Registrant's   Common  Stock,  which  represented  47.11%  of  the  Registrant's
outstanding Common Stock. Mr. Evans' Last Will and Testament dated April 7, 1994
(the "Will") names as executors his wife,  Betty Barton Evans;  one of his sons,
Thomas M. Evans,  Jr.; and The Putnam Trust Company of Greenwich.  The executors
would be empowered to act for the estate by majority vote, and accordingly would
share both voting and dispositive power with respect to the Shares.

            The Will has been submitted for probate in  Connecticut  but has not
yet been  accepted  for probate by the court.  Upon  acceptance  of the Will for
probate,  beneficial  ownership of the Shares would be  transferred to the named
executors  who  agree  to  serve  and are  appointed.  To the  knowledge  of the
Registrant,  none of the named executors beneficially owns any additional shares
of the Registrant's  Common Stock,  except that Betty B. Evans is the beneficial
owner of an additional 15,116 shares.

            This  Current  Report  on Form 8-K is being  filed on  behalf of the
Registrant to satisfy its obligations under the federal securities laws. Neither
the  Registrant  nor any other person  should be regarded as having  reached any
conclusion  regarding whether a change in control of the Registrant has occurred
for any other purpose.


                                    SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



August 1, 1997                      By: /s/ W. D. Jarosz
                                       ----------------------------
                                          W. D. Jarosz
                                          Chairman of the Board,
                                          President and
                                          Chief Executive Officer





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