SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. ____1_____)*
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.
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)
September 16, 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 which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. / /
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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).
SCHEDULE 13D/A
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 116,547
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 220,321
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 116,547
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
336,868
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
14 TYPE OF REPORTING PERSON*
IN
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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 W. Klinge are the Co-Trustees of Prab, Inc.'s
Profit Sharing Plan (the "Profit Sharing Plan") which acquired
20,645 shares of Common Stock of Prab, Inc. on September 16, 1999
and 10,322 shares of Common Stock of Prab, Inc. on September 21,
1999. 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 336,868(1) shares
of Common Stock of Prab, Inc., representing 18.3% 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: 116,547
(ii) Shared power to vote or direct the vote: 220,321(2)
(iii) Sole power to dispose or direct disposition: 116,547
(iv) Shared power to dispose or direct disposition: 0
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(1) Includes 82,500 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 220,321 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 November 30, 1999, the
members of the Administrative Committee were
William G. Blunt and Eric V. Brown, Jr. The
filing of this statement shall not be
construed as an admission that either Mr.
Blunt or Mr. Brown, Jr. 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 September 16, 1999, the
Profit Sharing Plan acquired 20,645 shares of
Common Stock of Prab, Inc. at $1.9375 per
share from the John J. Wallace Revocable Trust
in a private transaction. On September 21,
1999, the Profit Sharing Plan acquired 10,322
shares of Common Stock of Prab, Inc. at
$1.9375 per share from the Marymount Academy,
Inc. 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 the
"John J. Wallace Revocable Trust" for the
"Prab, Inc. Salaried Employees Profit Sharing
Plan".
2. Agreement to Purchase Prab Stock from the
"Marymount Academy, Inc." 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.
January 6, 2000
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/s/ Gary A. Herder
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Signature
Gary A. Herder
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Name/Title
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EXHIBIT INDEX
No. Description
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1 Agreement to Purchase Prab Stock from the "John J. Wallace Revocable
Trust" for the "Prab, Inc. Salaried Employees Profit Sharing Plan"
2 Agreement to Purchase Prab Stock from the "Marymount Academy, Inc." for
the "Prab, Inc. Salaried Employees Profit Sharing Plan"
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EXHIBIT "l"
AGREEMENT TO PURCHASE PRAB STOCK FROM THE "JOHN J. WALLACE REVOCABLE
TRUST" FOR THE "PRAB, INC. SALARIED EMPLOYEES PROFIT SHARING PLAN"
The Prab, Inc. Salaried Employees Profit Sharing Plan agrees to
purchase $39,999.69 of Prab stock owned by the John J. Wallace Revocable
Trust at a price per share of $1.9375 and the Trust agrees to sell such
stock, on September 16, 1999. The price per share is determined as the
average between the market bid and ask price on September 15, 1999. The
number of shares purchased is 20,645.
Agreed and approved by:
/s/ Patricia Klink 9/16/99
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Patricia Klink, Trustee Date
John J. Wallace Revocable Trust
/s/ Robert Klinge 9/16/99
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Robert Klinge, Trustee, Prab, Inc. Date
Salaried Employees Profit Sharing Plan
/s/ Gary Herder 9/16/99
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Gary Herder, Trustee, Prab, Inc. Date
Salaried Employees Profit Sharing Plan
EXHIBIT "2"
AGREEMENT TO PURCHASE PRAB STOCK FROM THE "MARYMOUNT ACADEMY, INC."
for the "PRAB, INC. SALARIED EMPLOYEES PROFIT SHARING PLAN"
The Prab, Inc. Salaried Employees Profit Sharing Plan agrees to
purchase $19,998.88 of Prab stock owned by the Marymount Academy, Inc. at a
price per share of $1.9375 and the Marymount Academy, Inc. agees to sell such
stock, on September 21, 1999. The price per share is determined as the
average between the market bid and ask price on September 20, 1999. The
number of shares purchased is 10,322.
Agreed and approved by:
/s/ Sharon Angell 9/22/99
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Sharon Angell, Director of Development Date
Marymount Academy, Inc.
/s/ Robert Klinge 9/21/99
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Robert Klinge, Trustee, Prab, Inc. Date
Salaried Employees Profit Sharing Plan
/s/ Gary Herder 9/21/99
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Gary Herder, Trustee, Prab, Inc. Date
Salaried Employees Profit Sharing Plan
/s/ Eric V. Brown, Jr. 9/21/99
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Eric V. Brown, Jr. Date
Corporate Counsel for Prab, Inc.
