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.
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SCHEDULE 13D
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CUSIP No. 307Q60109
1) NAME OF REPORTING PERSON Betty B. Evans
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
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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 15,116
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8) SHARED VOTING POWER 4,050,786
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9) SOLE DISPOSITIVE POWER 15,116
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10) SHARED DISPOSITIVE POWER 4,050,786
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 4,065,902
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12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 47.29%
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14) TYPE OF REPORTING PERSON IN
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(Page 2 of 5 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 Betty B. Evans, a co-executor of the
Estate of Thomas M. Evans (the "Estate"). Mrs. Evans resides at 500 Round Hill
Road, Greenwich, Connecticut 06830 and her principal occupation is as a director
of HBD Industries, Inc., 1301 Sandusky Avenue, Bellefontaine, OH 43311-1082.
Mrs. Evans is a United States citizen.
During the last five years, Mrs. Evans has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)nor
has she 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. Mrs. Evans has no
plans to acquire additional shares of Fansteel Common Stock, nor does she have
(Page 3 of 5 Pages)
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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, Mrs. Evans does 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.
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. In addition, Mrs. Evans, in her individual capacity, beneficially owns an
additional 15,116 shares of Fansteel Common Stock, or 0.176% of the outstanding
shares. No other shares of Fansteel Common Stock are beneficially owned by Mrs.
Evans.
The Executors share the power to vote and to dispose of the Shares. The
Executors are empowered to act by majority vote. Mrs. Evans has the sole power
to vote and to dispose of the additional 15,116 shares of Fansteel Common Stock.
Except for the transaction described in this Statement, Mrs. Evans has
not 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.
Mrs. Evans is a director of the Company. Except as described above,
Mrs. Evans does not have 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.
None.
(Page 4 of 5 Pages)
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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.
September 11, 1997
/s/ Betty B. Evans
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Betty B. Evans
Co-Executor of the Estate of
Thomas M. Evans
(Page 5 of 5 Pages)
