UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PRAB, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
739413-10-2
(CUSIP Number)
Mark A. Metz
Dykema Gossett PLLC, 400 Renaissance Center, Detroit, Michigan 48243
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 28, 1999
(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.
*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
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
State Treasurer of State of Michigan (see Attachment A to prior filing)
2 Check The Appropriate Box If A Member Of A Group* (a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
OO (see Attachment A to prior filing)
5 Check Box If Disclosure Of Legal Proceedings Is [ ]
Required Pursuant To Items 2(d) or 2(E)
6 Citizenship Or Place of Organization
(see Attachment A to prior filing)
7 Sole Voting Power
Number Of 0
Shares 8 Shared Voting Power
Beneficially
Owned By 0
Each 9 Sole Dispositive Power
Reporting
Person 0
With 10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
0
12 Check Box If The Aggregate Amount In Row (11) Excludes [ ]
Certain Shares*
13 Percent Of Class Represented By Amount In Row (11)
0%
14 Type Of Reporting Person*
OO (see Attachment A to prior filing)
<PAGE>
This is the second amendment to a Statement on Schedule 13D
originally filed with the Securities and Exchange Commission on or about
November 11, 1992 (the "Original Statement") with respect to the common
stock (the "Common Stock") of Prab, Inc. (the "Issuer") by the State
Treasurer of the State of Michigan as Custodian for four retirement systems
identified on Attachment A to the first amendment to the Original Statement,
dated November 8, 1996 (the "Reporting Person"). Items 2, 5, 6 and 7 of the
Original Statement, as previously amended, are further amended as set forth
below:
ITEM 2. IDENTITY AND BACKGROUND.
Attachments A and B are amended and restated in their entirety in
the form attached to this Amendment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety as follows:
(a) Neither the Reporting Person nor any other person named in
Item 2 beneficially owns any of the Common Stock.
(b) See (a).
(c) On December 28, 1999, the Reporting Person sold all of the
366,667 shares of the Issuer's Convertible Preferred Stock it beneficially
owned to the Issuer for $597,667 in cash. The Convertible Preferred Stock
was convertible into Common Stock on a 1-for-1 basis.
(d) Not applicable.
(e) The Reporting Person ceased to be a beneficial owner of more
than 5% of the outstanding Common Stock on December 28, 1999.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding the following information.
Pursuant to the Stock Purchase and Sale Agreement, dated as of
December 28, 1999, by and between the Reporting Person and the Issuer, the
Reporting Person sold all of the 366,667 shares of the Issuer's Convertible
Preferred Stock it beneficially owned to the Issuer for $597,667 in cash.
Such agreement is attached to this amendment as Exhibit 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by adding the following exhibit.
4. Stock Purchase and Sale Agreement, dated as of December 28,
1999, by and between the Reporting Person and the Issuer.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
amendment is true, complete and correct.
Dated: February 1, 2000
/s/ David C. Turner
David C. Turner, Administrator of the Alternative Investments Division
EXHIBIT INDEX
No. 1 Stock Purchase and Sale Agreement (366,667 shares of Prab, Inc.
Stock) dated December 28, 1999
<PAGE>
ATTACHMENT A
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
("Reporting Person")
I. Reporting Person
Pursuant to State Law (Section 91 of Act No. 380 of the Public Acts of 1965,
as amended), the State Treasurer, State of Michigan is the investment
fiduciary for the following five State sponsored retirement systems: Public
School Employees' Retirement System; State Employees' Retirement System;
Michigan State Police Retirement System; and Michigan Judges' Retirement
System.
The Michigan Department of Treasury's Bureau of Investments performs the
investment function, under the direction and on behalf of the State
Treasurer.
The aforementioned State Law created an Investment Advisory Committee
comprised of the Director of the Department of Consumer and Industry
Services, the Director of the Department of Management & Budget, or their
duly authorized representatives, and three public members appointed by the
Governor with the advice and consent of the Senate. The committee meets
quarterly and reviews investments, goals, and objectives, and may submit
recommendations to the State Treasurer. The Investment Advisory Committee
may also, by a majority vote, direct the State Treasurer to dispose of any
holdings which in the committee's judgment is not suitable for the funds
involved, and may by unanimous vote direct the State Treasurer to make
specific investments.
Act No. 314 of the Public Acts of 1965, as amended, authorizes the
investment of assets of public employee retirement systems or plans created
and established by the state or any political subdivision.
The acquisition of equity securities are made for investment purposes only.
Investments in equity securities are made from the assets of the
aforementioned four retirement systems with total assets of approximately
$51.62 billion. The retirement systems derive revenue from employer and
employee contributions, court fees, and investment income.
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
Name: Mark A. Murray
Business Address: Michigan Department of Treasury
P.O. Box 15128
Lansing, Michigan 48901
Principal Occupation: State Treasurer
State of Michigan
P.O. Box 15128
Lansing, Michigan 48901
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
Name: Jacqueline M. Johnson
Business Address: Michigan Department of Treasury
P.O. Box 15128
Lansing, Michigan 48901
Principal Occupation: Administrator, Stock Analysis Division
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
INVESTMENT ADVISORY COMMITTEE
Name: Jerry L. Tubergen
Business Address: RDV Corporation
500 Grand Bank Building
126 Ottawa Avenue NW
Grand Rapids, Michigan 49503
Principal Occupation: President and Chief Executive Officer
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
INVESTMENT ADVISORY COMMITTEE
Name: Mr. Samuel Valenti, III
Business Address: Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
Principal Occupation: Vice President of Investments
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
INVESTMENT ADVISORY COMMITTEE
Name: Mr. Farris W. Womack
Business Address: 2242 Rivenoak Court
Ann Arbor, Michigan 48103-2375
Principal Occupation: Retired
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
INVESTMENT ADVISORY COMMITTEE
Name: Kathleen M. Wilbur
Business Address: Michigan Department of Consumer and Industry Services
Director's Office
4th Floor, Law Building
Box 30004
Lansing, Michigan 48909
Principal Occupation: Director, Michigan Department of Consumer and
Industry Services
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
INVESTMENT ADVISORY COMMITTEE
Name: Janet E. Phipps
Business Address: Michigan Department of Management and Budget
Director's Office
Cass Building, First Floor
Box 30026
Lansing, Michigan 48909
Principal Occupation: Director, Michigan Department of Management
and Budget
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
INVESTMENT OFFICERS
Name: Roy A. Pentilla
Business Address: Michigan Department of Treasury
P.O. Box 15128
Lansing, Michigan 48901
Principal Occupation: Deputy Director, Bureau of Investments
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
INVESTMENT OFFICERS
Name: Alan H. Van Noord
Business Address: Michigan Department of Treasury
P.O. Box 15128
Lansing, Michigan 48901
Principal Occupation: Director, Bureau of Investments
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
INVESTMENT OFFICERS
Name: Jon M. Braeutigam
Business Address: Michigan Department of Treasury
P.O. Box 15128
Lansing, Michigan 48901
Principal Occupation: Administrator, Mortgage and Real Estate Division
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
INVESTMENT OFFICERS
Name: Paul R. Nelson, II
Business Address: Michigan Department of Treasury
P.O. Box 15128
Lansing, Michigan 48901
Principal Occupation: Administrator, Fixed Income Analysis Division
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
INVESTMENT OFFICERS
Name: David C. Turner
Business Address: Michigan Department of Treasury
P.O. Box 15128
Lansing, Michigan 48901
Principal Occupation: Administrator, Alternative Investments Division
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
INVESTMENT OFFICERS
Name: Milan J. Maat
Business Address: Michigan Department of Treasury
P.O. Box 15128
Lansing, Michigan 48901
Principal Occupation: Administrator, Short Term Investment Division
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
INVESTMENT OFFICERS
Name: Vernon L. Johnson
Business Address: Michigan Department of Treasury
P.O. Box 15128
Lansing, Michigan 48901
Principal Occupation: Administrator, Trust Accounting Division
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
<PAGE>
ATTACHMENT B
SCHEDULE 13D
STATE TREASURER, STATE OF MICHIGAN
INVESTMENT OFFICERS
Name: Richard J. Holcomb
Business Address: Michigan Department of Treasury
P.O. Box 15128
Lansing, Michigan 48901
Principal Occupation: Administrator, Quantitative Analysis Division
Criminal convictions during the last five years: None
Civil findings or violation, or injunction against violation, of federal or
state securities laws during the last five years:
None
Citizenship: United States of America
STOCK PURCHASE AND SALE AGREEMENT
(366,667 SHARES OF PRAB, INC. STOCK)
This STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of
December 28, 1999, by and between the State Treasurer of the State of
Michigan, Custodian of the Public School Employees' Retirement System; State
Employees' Retirement System; Michigan State Police Retirement System; and
Michigan Judges' Retirement System ("SMRS") and Prab, Inc. ("Prab").
SMRS desires to sell to Prab on the Closing Date (as defined
herein), and Prab desires to purchase on such date, 366,667 shares of
convertible preferred stock.
Accordingly, SMRS and Prab agree as follows:
SECTION 1. Purchase and Sale of Stock.
1.1 Agreement to Sell and Purchase. (a) On the basis of the
representations and warranties and subject to the terms and conditions set
forth herein, SMRS agrees to sell to Prab, and Prab agrees to purchase from
SMRS 366,667 shares of convertible preferred stock of Prab (the "Convertible
Shares"), at a purchase price of Five Hundred Ninety-Seven Thousand Six
Hundred Sixty-Seven Dollars and Twenty-One Cents ($597,667.21) (the
"Purchase Price").
(b) The closing (the "Closing") of the purchase and sale of the
Convertible Shares shall be held on December 28, 1999 (the "Closing Date").
Prab agrees to pay to SMRS on the Closing Date the amount of the Purchase
Price, plus accrued and unpaid dividends, by cashier's check, certified
check, or federal funds wire transfer, against receipt of the Convertible
Shares by Prab.
(c) SMRS agrees, on the Closing Date, to deliver to Prab the
Stock Certificate issued on October 30, 1996 for the Convertible Shares
which Certificate shall be properly endorsed for transfer to Prab by SMRS.
1.2 Expenses. SMRS and Prab shall each be responsible for their
own expenses in connection with this Agreement.
SECTION 2. Acknowledgments, Representations and Agreements of Prab.
Prab hereby represents and warrants to and agrees with SMRS that:
2.1. Validity of Agreement. This Agreement has been duly
authorized, executed and delivered by Prab and is enforceable against Prab
in accordance with its terms.
2.2 No Violations, Etc. The execution, delivery and performance
of the terms of this Agreement by Prab, and the purchase of the Convertible
Shares by Prab, (i) requires no action by or in respect of, or filing with,
any governmental body, or agency or official of the United States or any
political subdivision thereof, except for reports required to be filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, and (ii) will not violate any statute or any order, rule
or regulation of any court or government agency or body in the United States
or any political subdivision thereof having jurisdiction over Prab, which
violation could have a material adverse effect on the ability of Prab to
perform its obligations under this Agreement.
SECTION 3. Representations and Warranties of SMRS.
SMRS hereby represents and warrants to and agrees with Prab that:
3.1 Validity of Agreement. This Agreement has been duly
authorized, executed and delivered by SMRS and is enforceable against SMRS
in accordance with its terms.
3.2 No Violations, Etc. The execution, delivery and performance
of the terms of this Agreement by SMRS, and the sale of the Convertible
Shares by SMRS, (i) requires no action by or in respect of, or filing with,
any governmental body, or agency or official of the United States or any
political subdivision thereof, except for reports required to be filed with
the Securities and Exchange commission under the Securities Exchange Act of
1934, as amended, and (ii) will not violate any statute or any order, rule
or regulation of any court or government agency or body in the United States
or any political subdivision thereof having jurisdiction over SMRS, which
violation could have a material adverse effect on the ability of SMRS to
perform its obligation under this Agreement.
3.3 Delivery of Convertible Shares. Delivery by SMRS of the
Convertible Shares to Prab will transfer to Prab valid title thereto, free
and clear of all liens, encumbrances, restrictions and claims of any kind.
3.4 Convertible Shares. The Convertible Shares transferred to
Prab pursuant to this Agreement constitute one hundred percent (100%) of the
shares of stock of Prab owned by SMRS and SMRS has no other equity interest
in Prab nor does SMRS have any amounts due from Prab except for the accrued
and unpaid dividends on the Convertible Shares.
SECTION 4. General Provisions.
4.1 Benefits; Successors and Assigns. Except as set forth
herein, or as otherwise specifically agreed to in writing by the party to be
charged, this Agreement shall inure to the benefit of and be binding upon
the parties hereto and their successors and assigns.
4.2 Amendment and Waiver. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto. The waiver of the observance of any term hereof may only be waived
by an instrument in writing. Such waiver by any party hereto of a breach of
this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
4.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan.
4.4 Entire Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof.
4.5 Headings. The headings in this Agreement are for
convenience only and shall not affect the construction hereof.
4.6 Severability. In the event that any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions hereof shall not in any way
be affected or impaired thereby.
4.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
when taken together shall constitute but one contract.
4.8 Further Assurances. Each party shall execute such
additional documents and take whatever actions may be necessary to carry out
the purposes of the transactions contemplated by this Agreement.
STATE TREASURER OF THE STATE OF MICHIGAN, CUSTODIAN
OF THE PUBLIC SCHOOL EMPLOYEES' RETIREMENT SYSTEM;
STATE EMPLOYEES' RETIREMENT SYSTEM; MICHIGAN STATE
POLICE RETIREMENT SYSTEM; AND MICHIGAN JUDGES'
RETIREMENT SYSTEM
By: David C. Turner
David C. Turner, Administrator
Alternative Investments Division
PRAB, INC.
By: Gary A. Herder
Gary A. Herder
Its: President
