UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____________)*
PRAB, INC.
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(Name of Issuer)
Common Stock $.10 Par Value
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(Title of Class of Securities)
739413 10 2
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(CUSIP Number)
John R. Cook, Esq., Miller, Canfield, Paddock and Stone, P.L.C.
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444 W. Michigan Ave., Kalamazoo, MI 49007 (616) 381-7030
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 3, 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. / /
Check the following box if a fee is being paid with the statement./ / (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class). (See Rule 13d-7.)
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.
*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).
<PAGE>
SCHEDULE 13D
CUSIP No. 739413 10 2 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GARY A. HERDER
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES CITIZEN
NUMBER OF 7 SOLE VOTING POWER
SHARES 112,547
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 165,371
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 112,547
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
277,918
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (1)
EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.14%
14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
Item 1. Security and Issuer.
Common Stock $.10 par value
Prab, Inc.
5944 E. Kilgore Road
Kalamazoo, MI 49003
Item 2. Identity and Background
(a) Name: Gary A. Herder.
(b) Residence or Business Address:
5944 E. Kilgore Road,
Kalamazoo, MI 49003.
(c) Present Principal Occupation or Employment:
President and Chief Executive Officer,
Prab, Inc.,
5944 E. Kilgore Road, Kalamazoo, MI 49003.
(d)- (e) None.
(f) Citizenship: United States.
Item 3. Source and Amount of Funds or Other Consideration:
Mr. Herder and Robert Klinge are the Co-Trustees of Prab,
Inc.'s Profit Sharing Plan (the "Profit Sharing Plan") which
acquired 42,000 shares of Common Stock of Prab, Inc. on June
3, 1997. The funds were received by the Profit Sharing Plan
from Prab, Inc. pursuant to the terms of the Profit Sharing
Plan.
Item 4. Purpose of Transaction.
The securities were acquired in the ordinary course of
business by the Profit Sharing Plan pursuant to its terms for
the purpose of providing benefits to the salaried employees of
Prab, Inc. The Profit Sharing Plan may make future purchases
or sales of Common Stock of Prab, Inc. in the ordinary course
of business pursuant to the terms of the Profit Sharing Plan.
Item 5. Interest in Securities of the Issuer.
(a) The reporting person beneficially owns 277,918(1)
shares of Common Stock of Prab, Inc., representing
15.14% of the class of outstanding Common Stock.
(b) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
112,547
(ii) Shared power to vote or direct the vote:
165,371(2)
(iii) Sole power to dispose or direct disposition:
112,547
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<PAGE>
(iv) Shared power to dispose or direct disposition:
0
(1) Includes 78,500 shares with respect to which Mr. Herder
has the right to acquire beneficial ownership pursuant
to certain stock option plans of Prab, Inc.
(2) Mr. Herder and Robert Klinge are the Co-Trustees of the
Profit Sharing Plan, which holds 165,371 shares of
Prab, Inc.'s Common Stock (the "Plan Stock"). Messrs.
Herder and Klinge share the sole power to vote the Plan
Stock. The Administrative Committee appointed by the
Board of Directors to administer the Profit Sharing
Plan, has the sole power to direct the disposition of
the Plan Stock and any dividends and proceeds of sale
arising therefrom. As of December 31, 1996, the members
of the Administrative Committee were John J. Wallace
and Eric V. Brown, Sr. The filing of this statement
shall not be construed as an admission that either Mr.
Wallace or Mr. Brown, Sr. is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act
of 1934, the beneficial owner of any shares of the Plan
Stock.
(c) Mr. Herder is a Co-Trustee of the Profit Sharing Plan.
On June 3, 1997, the Profit Sharing Plan acquired
42,000 shares of Common Stock of Prab, Inc. at $1.49
per share from John J. Wallace in a private
transaction.
(d) See response to item 5(b) above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The terms of the Profit Sharing Plan govern voting and
disposition of the securities. See response to item 5(b)
above.
Item 7. Material to be Fixed as Exhibits.
1. Agreement to Purchase Prab Stock from John J. Wallace
for the Prab, Inc. Salaried Employees Profit Sharing
Plan.
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.
June 13, 1997
/s/ Gary A. Herder
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Signature
Gary A. Herder
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Name/Title
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<PAGE>
EXHIBIT INDEX
-------------
No. Description
- --- -----------
1 Agreement to Purchase Prab Stock from John J. Wallace for the
Prab, Inc. Salaried Employees Profit Sharing Plan
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<PAGE>
EXHIBIT "1"
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AGREEMENT TO PURCHASE PRAB STOCK FROM JOHN J. WALLACE
FOR THE PRAB, INC. SALARIED EMPLOYEES PROFIT SHARING PLAN
The Prab, Inc. Salaried Employees Profit Sharing Plan commits to
purchasing $62,580.00 of Prab Stock owned by John J. Wallace at a price per
share of $1.49. The price per share is determined as the average between the
market bid and ask price on this date. The number of shares purchased is
42,000.
Agreed and approved by:
/s/ John J. Wallace 6/3/97
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John J. Wallace Date
/s/ Robert Klinge 6/3/97
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Robert Klinge, Trustee, Prab, Inc. Date
Salaried Employees Profit Sharing Plan
/s/ Gary A. Herder 6/3/97
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Gary Herder, Trustee, Prab, Inc. Date
Salaried Employees Profit Sharing Plan
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