UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Fansteel Inc.
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(Name of Issuer)
Common Stock, par value $2.50 per share
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(Title of Class of Securities)
307Q60109
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(CUSIP Number)
Paul W. Schwendeman, Esq.
Kirkpatrick & Lockhart L.L.P.
1500 Oliver Building
Pittsburgh, Pennsylvania 15222
(412) 355-6500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
August 21, 1997
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(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 [ ].
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.
<PAGE>
SCHEDULE 13D
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CUSIP No. 307Q60109
1) NAME OF REPORTING PERSON Thomas M. Evans, Jr.
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) SOURCE OF FUNDS 00
---------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 0
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8) SHARED VOTING POWER 4,050,786
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9) SOLE DISPOSITIVE POWER 0
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10) SHARED DISPOSITIVE POWER 4,050,786
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 4,050,786
---------------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 47.11%
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14) TYPE OF REPORTING PERSON IN
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(Page 2 of 11 Pages)
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SCHEDULE 13D
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CUSIP No. 307Q60109
NAME OF REPORTING PERSON The Bank of New York
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
---------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) SOURCE OF FUNDS 00
---------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7) SOLE VOTING POWER 0
---------------
8) SHARED VOTING POWER 4,050,786
---------------
9) SOLE DISPOSITIVE POWER 0
---------------
10) SHARED DISPOSITIVE POWER 4,050,786
---------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 4,050,786
---------------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 47.11%
---------------
14) TYPE OF REPORTING PERSON CO
---------------
(Page 3 of 11 Pages)
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Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") relates to the Common
Stock, par value $2.50 per share ("Fansteel Common Stock"), of Fansteel Inc.
(the "Company"), a Delaware corporation. The Company's principal executive
offices are located at Number One Tantalum Place, North Chicago, Illinois 60064.
Item 2. Identity and Background.
This Statement is being filed by Thomas M. Evans, Jr. and Putnam
Trust, a division of The Bank of New York ("The Bank of New York"), as executors
of the Estate of Thomas M. Evans (the "Estate"). The Bank of New York is a
state-chartered New York banking corporation and a wholly-owned subsidiary of
The Bank of New York Company, Inc., a New York corporation. Thomas M. Evans, Jr.
resides at 6805 West Trail Creek County Road, Wilson, Wyoming 83104. Mr. Evans'
principal occupation is management of his personal investments. The principal
businesses of The Bank of New York and The Bank of New York Company, Inc. are
financial services and the principal address of their principal businesses and
principal office is 48 Wall Street, New York, New York 10286.
Annex I attached hereto and incorporated herein by reference sets forth
the following information with respect to each director and executive officer of
The Bank of New York and The Bank of New York Company, Inc.: (a) name; (b)
residence or business address; and (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted. Each of Thomas M.
Evans, Jr. and all of the directors and executive officers of The Bank of New
York and The Bank of New York Company, Inc. identified on Annex I are United
States citizens except for Mr. Papageorge who is a citizen of Canada.
During the last five years, none of Thomas M. Evans, Jr., The Bank of
New York or The Bank of New York Company, Inc., nor, to the knowledge of The
Bank of New York or The Bank of New York Company, Inc. or any of the persons
named in Annex I has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, none of Thomas M. Evans, Jr., The Bank of
New York or The Bank of New York Company, Inc., nor, to the knowledge of The
Bank of New York
(Page 4 of 11 Pages)
<PAGE>
or The Bank of New York Company, Inc. or any of the persons named in Annex I has
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.
Item 3. Source and Amount of Funds or Other Consideration.
On July 17, 1997, Thomas Mellon Evans died. At the time of his death,
Mr. Evans owned 4,050,786 shares (the "Shares") of Fansteel Common Stock, which
represented 47.11% of the Company's outstanding Common Stock. Mr. Evans' Last
Will and Testament dated April 7, 1994 (the "Will") named his wife, Betty B.
Evans; one of his sons, Thomas M. Evans, Jr.; and The Putnam Trust Company of
Greenwich, a division of The Bank of New York as executors (the "Executors"). On
August 21, 1997, the Connecticut Court of Probate accepted the Will for probate.
Mr. Evans was a resident of the State of Connecticut at the time of his death.
At that time, pursuant to Rule 13d-5 under the United States Securities Act of
1933, as amended (the "Securities Act"), the Executors acquired beneficial
ownership of the Shares.
Item 4. Purpose of Transaction.
The Executors acquired beneficial ownership of the Shares by virtue of
the operation of the probate laws of the State of Connecticut. Thomas M. Evans,
Jr., The Bank of New York and The Bank of New York Company, Inc. have no plans
to acquire additional shares of Fansteel Common Stock, nor do they have present
plans to dispose of the Shares. However, in the course of administering the
Estate, the Executors will evaluate on an ongoing basis the liquidity needs of
the Estate and the assets of the Estate and their relative liquidity, including
evaluation of the business, operations and prospects of the Company.
As an "affiliate" of the Company (as such term is defined in the
Securities Act), the Estate may sell the Shares only in transactions permitted
by the resale provisions of Rule 144 under the Securities Act or as otherwise
permitted under the Securities Act.
Except as set forth in this response to Item 4, the Thomas M. Evans,
Jr., The Bank of New York and The Bank of New York Company, Inc. do not have any
plans or proposals at this time which relate to or would result in any of the
matters described under Item 4 of Schedule 13D.
(Page 5 of 11 Pages)
<PAGE>
Item 5. Interest in Securities of the Issuer.
The Executors, in their capacity as such, beneficially own 4,050,786
shares of Fansteel Common Stock, or 47.11% of the outstanding Fansteel Common
Stock. No other shares of Fansteel Common Stock are beneficially owned by Thomas
M. Evans, Jr., The Bank of New York, The Bank of New York Company, Inc. or any
of the persons listed in Annex I attached hereto. The Executors share the power
to vote and to dispose of the Shares. The Executors are empowered to act by
majority vote.
Except for the transaction described in this Statement, none of
Thomas M. Evans, Jr., The Bank of New York, The Bank of New York Company, Inc.,
nor any of the persons listed in Annex I attached hereto has effected any
transactions in Fansteel Common Stock within the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Thomas M. Evans, Jr. is a director of the Company. Except as
described above, none of Thomas M. Evans, Jr., The Bank of New York, The Bank of
New York Company, Inc., nor any of the persons listed in Annex I attached hereto
has any contracts, arrangements, understandings or relationships (legal or
otherwise) with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
7.1 Filing Agreement between Thomas M. Evans, Jr. and The Bank of New
York.
(Page 6 of 11 Pages)
<PAGE>
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.
August 29, 1997 /s/ Thomas M. Evans, Jr.
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Thomas M. Evans, Jr.
Co-Executor of the Estate of
Thomas M. Evans
/s/ William F. Mancuso
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The Bank of New York
Co-Executor of the Estate of
Thomas M. Evans
By: William F. Mancuso
Title: Vice President
(Page 7 of 11 Pages)
<PAGE>
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS
OF THE BANK OF NEW YORK COMPANY, INC. AND
THE BANK OF NEW YORK
NAME AND PRESENT PRINCIPAL ADDRESS AND PRINCIPAL BUSINESS OF
OCCUPATION ORGANIZATION IN WHICH EMPLOYED
J. Carter Bacot 48 Wall Street - Third Floor
Chairman, The Bank of New York New York, NY 10286
Company, Inc. and The Bank Financial Services
of New York
Richard Barth 662 Guard Hill Road
Retired Bedford, NY 10506
Frank J. Biondi 100 Universal City Plaza
Chairman & Chief Executive Universal City, CA 91608
Officer, Universal Studios, Entertainment
Inc.
William R. Chaney 727 Fifth Avenue
Chairman & Chief Executive New York, NY 10022
Officer, Tiffany & Co. Jewelry and Fine Goods
Ralph E. Gomory 630 Fifth Avenue
President, Alfred P. Sloan Room 2550
Foundation, Inc. New York, NY 10111
Private Foundation
Alan R. Griffith 48 Wall Street - Third Floor
Vice Chairman, The Bank of New New York, NY 10286
York Company, Inc. and The Financial Services
Bank of New York
Edward L. Hennessy, Jr. Sunset Farm
Retired Van Beuren Road
Morristown, NJ 07960
Richard J. Kogan One Giralda Farms
President & Chief Executive Madison, NJ 07940
Officer, Schering-Plough Pharmaceutical and Consumer
Corporation Products
(Page 8 of 11 Pages)
<PAGE>
NAME AND PRESENT PRINCIPAL ADDRESS AND PRINCIPAL BUSINESS OF
OCCUPATION ORGANIZATION IN WHICH EMPLOYED
John A. Luke, Jr. 299 Park Avenue
Chairman, President & Chief New York, NY 10171
Executive Officer, Westvaco Paper, Packaging and Specialty
Corporation Chemicals
John C. Malone Terrace Tower II
Chairman, Tele-Communications, 5619 DTC Parkway
Inc. Englewood, CO 80111-3000
Telecommunications
Donald L. Miller 201 North Charles Street
Chief Executive Officer and Suite 300
Publisher, Our World News, LLC Baltimore, MD 21201
Publishing
H. Barclay Morley 1110 Harbor Road
Retired Southport, CT 06490
Deno D. Papageorge 48 Wall Street - Third Floor
Senior Executive Vice President, New York, NY 10286
The Bank of New York Financial Services
Company, Inc. and Bank of
New York
Catherine A. Rein Corporate Management Office - 9A
Executive Vice President, One Madison Avenue
Metropolitan Life Insurance New York, NY 10010
Company Insurance and Financial Services
Thomas A. Renyi 48 Wall Street - Third Floor
President & Chief Executive New York, NY 10286
Officer, The Bank of New York Financial Services
Company, Inc. and The Bank of
New York
Harold E. Sells 56 Innisbrook Avenue
Retired Las Vegas, NV 89113
(Page 9 of 11 Pages)
<PAGE>
NAME AND PRESENT PRINCIPAL ADDRESS AND PRINCIPAL BUSINESS OF
OCCUPATION ORGANIZATION IN WHICH EMPLOYED
Robert J. Goebert One Wall Street - 10th Floor
Auditor, The Bank of New York New York, NY 10286
Company, Inc. Financial Services
Robert E. Keilman 48 Wall Street - Third Floor
Comptroller, The Bank of New New York, NY 10286
York Company, Inc. Financial Services
Phebe C. Miller One Wall Street - 10th Floor
Chief Legal Officer & Secretary, New York, NY 10286
The Bank of New York Company, Financial Services
Inc.
Gerald L. Hassell One Wall Street - 10th Floor
Senior Executive Vice President, New York, NY 10286
The Bank of New York Financial Services
Newton P.S. Merrill One Wall Street - 10th Floor
Senior Executive Vice President, New York, NY 10286
The Bank of New York Financial Services
Robert J. Mueller One Wall Street - 10th Floor
Senior Executive Vice President, New York, NY 10286
The Bank of New York Financial Services
Donald R. Monks 101 Barclay Street - 18W
Senior Executive Vice President, New York, NY 10286
The Bank of New York Financial Services
Richard A. Pace 101 Barclay Street - 17W
Executive Vice President, The New York, NY 10286
Bank of New York Financial Services
Bruce W. Van Saun 48 Wall Street - Third Floor
Executive Vice President, The New York, NY 10286
Bank of New York Financial Services
(Page 10 of 11 Pages)
Exhibit 7.1
FILING AGREEMENT
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Thomas Mellon Evans died on July 17, 1997, owning beneficially
4,050,786 shares (the "Shares") of Common Stock, par value $2.50 per share, of
Fansteel Inc. (the "Company"). The Shares represented 47.11% of the Company's
outstanding Common Stock. The Last Will and Testament of Thomas Mellon Evans
dated April 7, 1994 (the "Will") named his wife, Betty B. Evans; one of his
sons, Thomas M. Evans, Jr.; and The Putnam Trust Company of Greenwich, a
division of The Bank of New York as executors (the "Executors"). On August 21,
1997, the Connecticut Court of Probate accepted the Will for probate. At that
time, pursuant to Rule 13d-5 under the United States Securities Act of 1933, as
amended, beneficial ownership of the Shares was acquired by the Executors.
The Executors hereunder acknowledge that they are required to file a
statement on Schedule 13D with respect to the Shares and may be required to file
amendments thereto pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules thereunder and that such a
statement is and such amendments will be hereby filed jointly on behalf of each
of them, pursuant to Rule 13d-1(f)(1)(iii) under the Exchange Act.
THOMAS M. EVANS, JR.,
as Co-Executor of the Estate of
Thomas M. Evans
/s/ Thomas M. Evans, Jr.
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THE BANK OF NEW YORK,
as Co-Executor of the Estate of
Thomas M. Evans
/s/ William F. Mancuso
By: -------------------------------
Name: William F. Mancuso
Title: Vice President
Dated: August 29, 1997
(Page 11 of 11 Pages)
