SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
307260 10 9
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(CUSIP Number)
Paul W. Schwendeman, Esq.
Kirkpatrick & Lockhart LLP
Henry W. Oliver Building
535 Smithfield Street
Pittsburgh, Pennsylvania 15222-2312
(412) 355-6500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 9, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
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SCHEDULE 13D (Amendment No. 1)
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CUSIP No. 307260 10 9
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 OO
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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 1,339,595
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8) SHARED VOTING POWER 32,000
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9) SOLE DISPOSITIVE POWER 1,339,595
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10) SHARED DISPOSITIVE POWER 32,000
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,371,595
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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) 15.95%
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14) TYPE OF REPORTING PERSON IN
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Item 1. Security and Issuer.
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This amended statement on Schedule 13D (the "Statement") relates to the
Common Stock, par value $2.50 per share ("Fansteel Common Stock"), of Fansteel
Inc., a Delaware corporation (the "Company"). The Company's principal executive
offices are located at Number One Tantalum Place, North Chicago, Illinois 60064.
Item 2. Identity and Background.
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This Statement is being filed by Thomas M. Evans, Jr. Mr. Evans' principal
occupation is management of his personal investments and his business address is
c/o Fansteel Inc., Number One Tantalum Place, North Chicago, Illinois 60064. Mr.
Evans is the brother of Robert S. Evans and Edward P. Evans. Mr. Evans is a
United States citizen.
During the last five years, Mr. Evans has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor has he
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.
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On July 17, 1997, Thomas Mellon Evans (the "Decedent") died. At the time of
his death, the Decedent owned 4,050,786 shares of Fansteel Common Stock. On
August 27, 1997, the Connecticut Court of Probate accepted the Decedent's Last
Will and Testament dated April 7, 1994 (the "Will") for probate, at which time
beneficial ownership of the shares was vested in Mr. Evans and Putnam Trust, a
division of The Bank of New York, as executors of the Estate of Thomas M. Evans
(the "Estate"). Mr. Evans filed a statement on Schedule 13D on September 2, 1997
to reflect the beneficial ownership of 4,050,786 shares of Fansteel Common
Stock.
On December 9, 1999, Mr. Evans received 1,339,595 shares of Fansteel Common
Stock (the "Shares") by distribution from the Estate. This amount represented
15.57% of the Fansteel Common Stock outstanding as of September 30, 1999. In
addition, on December 9, 1999, Edward P. Evans and Robert S. Evans received
1,339,595 and 1,339,596 shares of Fansteel Common Stock,
3
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respectively, by distributions from the Estate, leaving an aggregate of 32,000
shares of Fansteel Common Stock held by the Estate.
Item 4. Purpose of Transaction.
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Mr. Evans acquired beneficial ownership of the Shares by distribution from
the Estate. Mr. Evans has no plans to acquire additional shares of Fansteel
Common Stock, nor does he have present plans to dispose of the Shares.
The Shares have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), and may not be sold or otherwise transferred
without an effective registration statement for such Shares under the Securities
Act or an applicable exemption from registration under such act.
Mr. Evans, as a stockholder, periodically reviews and evaluates the
Company's business, prospects and financial condition, general economic
conditions, other opportunities available to him, and his personal financial and
estate planning requirements. On the basis of such periodic reviews and
evaluations, Mr. Evans may determine to increase or decrease his investment in
Fansteel Common Stock through purchases, sales, gifts, or other means of
acquisitions or disposition.
In the performance of his duties as a director of the Company, Mr. Evans
expects to have continually under consideration various plans or proposals which
may relate to or might result in one or more of the matters described in
paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Any such plans
or proposals would, however, be subject to consideration and approval by the
Board of Directors of the Company. Except as set forth in this response to Item
4, at the date of this Statement, Mr. Evans does not have any plans or proposals
at this time which relate to or would result in any of the matters described in
paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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Mr. Evans beneficially owns 1,371,595 shares of Fansteel Common Stock, or
15.95% of the outstanding Fansteel Common Stock, including 32,000 shares
beneficially owned in his capacity as an executor of the Estate.
Mr. Evans has the sole power to vote and to dispose of 1,339,595 shares of
Fansteel Common Stock and shares with Putnam Trust the power to vote and to
dispose of the remaining 32,000 shares.
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Except for the transaction described in this Statement, Mr. 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.
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Not applicable.
Item 7. Material to be Filed as Exhibits.
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None.
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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.
December 15, 1999 /s/ Thomas M. Evans, Jr.
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Thomas M. Evans, Jr.
