SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Schuller Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
565020-30-2
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(CUSIP Number)
David T. Austern, Esq., General Counsel
Manville Personal Injury Settlement Trust
P.O. Box 10415, 8260 Willow Oaks Corporate Drive, Fairfax, VA 22031
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 5, 1996
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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:
---
/ /
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Check the following box if a fee is being paid with this
statement:
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/ /
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<PAGE>
<PAGE>
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/ CUSIP NO. 565020-30-2 /
------------------------
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1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Manville Personal Injury Settlement Trust
52-1516818
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2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
Not Applicable / /
---
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6. Citizenship or Place of Organization
New York
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<PAGE>
Number of 7. Sole Voting Power
Shares 128,527,110
---------------------------
Beneficially 8. Shared Voting Power
Owned by -0-
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Each Reporting 9. Sole Dispositive Power
Person With 128,527,110
---------------------------
10. Shared Dispositive Power
-0-
---------------------------
---------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
128,527,110
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
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13. Percent of Class Represented by Amount in Row (11)
82.8% See Item 5.
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14. Type of Reporting Person
OO
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<PAGE>
<PAGE>
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/ CUSIP NO. 565020-30-2 /
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1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Robert A. Falise, trustee
###-##-####
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2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
Not Applicable / /
---
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6. Citizenship or Place of Organization
U.S.A.
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<PAGE>
Number of 7. Sole Voting Power
Shares -0-
---------------------------
Beneficially 8. Shared Voting Power
Owned by 128,527,110
---------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
---------------------------
10. Shared Dispositive Power
128,527,110
---------------------------
---------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
128,527,110
---------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
---------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
82.8% See Item 5.
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14. Type of Reporting Person
IN
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<PAGE>
<PAGE>
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/ CUSIP NO. 565020-30-2 /
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---------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Louis Klein, Jr., trustee
###-##-####
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2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
Not Applicable / /
---
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6. Citizenship or Place of Organization
U.S.A.
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<PAGE>
Number of 7. Sole Voting Power
Shares -0-
---------------------------
Beneficially 8. Shared Voting Power
Owned by 128,527,110
---------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
---------------------------
10. Shared Dispositive Power
128,527,110
---------------------------
---------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
128,527,110
---------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
---------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
82.8% See Item 5.
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14. Type of Reporting Person
IN
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<PAGE>
<PAGE>
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/ CUSIP NO. 565020-30-2 /
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---------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Frank J. Macchiarola, trustee
###-##-####
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2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
Not Applicable / /
---
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6. Citizenship or Place of Organization
U.S.A.
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<PAGE>
Number of 7. Sole Voting Power
Shares -0-
---------------------------
Beneficially 8. Shared Voting Power
Owned by 128,527,110
---------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
---------------------------
10. Shared Dispositive Power
128,527,110
---------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
128,527,110
---------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
---------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
82.8% See Item 5.
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14. Type of Reporting Person
IN
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<PAGE>
<PAGE>
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/ CUSIP NO. 565020-30-2 /
------------------------
---------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Christian E. Markey, Jr., trustee
###-##-####
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2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
Not Applicable / /
---
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6. Citizenship or Place of Organization
U.S.A.
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<PAGE>
Number of 7. Sole Voting Power
Shares -0-
---------------------------
Beneficially 8. Shared Voting Power
Owned by 128,527,110
---------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
---------------------------
10. Shared Dispositive Power
128,527,110
---------------------------
---------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
128,527,110
---------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
---------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
82.8% See Item 5.
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14. Type of Reporting Person
IN
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-11-
<PAGE>
<PAGE>
This Amendment No. 11 amends and supplements the
Statement on Schedule 13D filed on December 8, 1988 by Manville
Personal Injury Settlement Trust (the "Trust") and its trustees
with respect to the Trust's beneficial ownership of shares of
Common Stock, $.01 par value (the "Common Stock"), of Schuller
Corporation, formerly Manville Corporation (the "Company"), as
previously supplemented and amended (the "Schedule 13D").
Capitalized terms that are not otherwise defined herein
have the meanings assigned in the Schedule 13D.
Item 1. Security and Issuer.
------ -------------------
Item 1 of the Schedule 13D is hereby further amended and
supplemented as follows:
On March 29, 1996, Manville Corporation changed its name
to "Schuller Corporation."
Item 3. Source and Amount of Funds or Other Consideration.
------ -------------------------------------------------
Item 3 of the Schedule 13D is hereby further amended and
supplemented as follows:
On April 5, 1996, pursuant to the Exchange Agreement (as
defined in Item 4 of, and included as Exhibit 1 to, Amendment No.
10 to the Schedule 13D), the Trust received 32,527,110 shares of
Common Stock from the Company in exchange for the Trust's
relinquishing its rights to receive the Profit Sharing Payments
(as defined in Item 4 of Amendment No. 10 to the Schedule 13D) and
the elimination of certain covenants of the Company for the
benefit of the Trust under the Supplemental Agreement (as defined
in Item 2 of, and included as Exhibit 3 to, the Schedule 13D filed
December 8, 1988, as subsequently amended).
See Items 4 and 5.
Item 4. Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby further amended and
supplemented as follows:
On March 27, 1996, the Company completed the Disposition
(as defined in Item 4 of Amendment No. 10 to the Schedule 13D) of
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<PAGE>
its investment in its subsidiary, Riverwood International
Corporation ("RIC"). Effective upon the Disposition, RIC ceased
to be a subsidiary of the Company and the Trust's indirect equity
interest in RIC terminated. The Trust voted its shares of Common
Stock in favor of the Disposition and the other proposals
submitted for the consideration of common stockholders of the
Company at the Special Meeting of the Company held on March 27,
1996.
As described in Item 4 of Amendment No. 10, pursuant to
the Exchange Agreement, on March 27, 1996, the Company declared a
special $6.00 per share cash dividend on the Company's Common
Stock, payable April 12, 1996, which included a distribution of
the proceeds of the Disposition, less certain specified costs,
repayments and redemptions, to its shareholders of record as of
the close of business on April 8, 1996, including the Trust. See
Item 6.
As stated in the Trust's press release dated March 28,
1996, the proceeds of the special dividend, approximately $772
million, will be used by the Trust for settlement of claims in
accordance with the Trust distribution process previously approved
by U.S. courts. A copy of the press release is annexed as
Exhibit 1 hereto and the information set forth therein is
incorporated herein by reference.
On April 5, 1996, subsequent to the Disposition and
pursuant to the Exchange Agreement, the Trust relinquished its
right to receive Profit Sharing Payments under the Supplemental
Agreement for all periods beginning on or after April 5, 1996 and
certain other covenants of the Company for the benefit of the
Trust were eliminated and in exchange on such date the Company
issued to the Trust 32,527,110 shares of Common Stock. See
Item 5.
The Trustees who are Directors of the Company expect to
convey to the Board of Directors at its April meeting their views
as to the future senior management and direction of the Company.
The Trust has not made at this time a determination as to whether
or not it will subsequently submit a proposal directly to the
Company with respect to these matters.
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<PAGE>
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
Item 5 of the Schedule 13D is hereby further amended and
supplemented as follows:
Following the issuance of 32,527,110 shares of Common
Stock to the Trust on April 5, 1996, as described in Item 4, the
Trust beneficially owns 128,527,110 shares of the Common Stock,
representing approximately 82.8% of the 155,212,212 shares of
Common Stock outstanding as of such date effective upon the
issuance of the additional 32,527,110 shares to the Trust. On
April 5, 1996, the Company advised the Trust in writing that there
were 122,685,102 shares of Common Stock outstanding prior to the
issuance of the 32,527,110 shares of Common Stock to the Trust.
In accordance with the terms of the Exchange Agreement, the
32,527,110 shares represented 20% of the outstanding Common Stock
on a fully diluted basis as of the date of issuance (assuming
exercise of all then outstanding options, warrants and other
rights to acquire Common Stock and after giving effect to such
issuance).
The Trust has sole power to dispose or to direct the
disposition of and to vote or to direct the voting of the
128,527,110 shares of Common Stock, including the 32,527,110
shares of Common Stock issued to the Trust by the Company on
April 5, 1996. The trustees of the Trust share the power to
dispose or direct the disposition of or to vote or to direct the
voting of the 128,527,110 shares held by the Trust, including the
32,527,110 shares issued on April 5, 1996.
Item 6. Contracts, Arrangements, Understandings or
------ ------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer.
------
Item 6 of the Schedule 13D is hereby further amended and
supplemented as follows:
As indicated in Item 4, the Company completed the
Disposition of its investment in its subsidiary RIC on March 27,
1996 and in accordance with the terms of the Exchange Agreement
declared a special cash dividend distributing the proceeds of the
Disposition, less certain adjustments, to shareholders of record
on April 8, 1996. The Trust expects to receive a cash payment of
approximately $772 million representing its pro rata portion of
such special dividend on April 12, 1996.
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<PAGE>
The Trust and the Company have entered into the Second
Amended and Restated Supplemental Agreement, amending and
restating the Supplemental Agreement, and into an amendment to the
Trust Agreement, as agreed in the Exchange Agreement. (The Second
Amended and Restated Supplemental Agreement is defined in Item 4
of, and included as Exhibit A to Exhibit 1 to, Amendment No. 10 to
the Schedule 13D; such amendment to the Trust Agreement is
included as Exhibit B to Exhibit 1 to Amendment No. 10 to the
Schedule 13D; and the Trust Agreement is defined in Item 2 of, and
included as Exhibit 2 to, the Schedule 13D filed December 8, 1988,
as subsequently amended.)
Item 7. Material to be Filed as Exhibits
------ --------------------------------
Exhibit 1 - Press release dated March 28, 1996 of Manville
Personal Injury Settlement Trust.
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<PAGE>
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of such
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this amendment is
true, complete and correct.
Dated: April 10, 1996 MANVILLE PERSONAL INJURY
SETTLEMENT TRUST
By: /s/ Robert A. Falise
---------------------------
Robert A. Falise, Chairman
and Managing Trustee
By: /s/ Louis Klein, Jr.
---------------------------
Louis Klein, Jr., Trustee
By: /s/ Frank J. Macchiarola
---------------------------
Frank J. Macchiarola,
Trustee
By: /s/ Christian E. Markey, Jr.
---------------------------
Christian E. Markey, Jr.,
Trustee
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<PAGE>
EXHIBIT INDEX
Exhibit
-------
1. Press release dated March 28, 1996 of Manville Personal
Injury Settlement Trust
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EXHIBIT 1
MANVILLE PERSONAL INJURY SETTLEMENT TRUST
PRESS RELEASE
For Immediate Release Contact:
Robert A. Falise, Esq.
Manville Personal Injury Settlement Trust
(703) 204-9300
Tim Metz
Abernathy MacGregor Scanlon
(212) 371-5999
MANVILLE TRUST TO RECEIVE $772 MILLION AS SPECIAL DIVIDEND
NEW YORK, NY, MARCH 28, 1996 -- The Manville Personal Injury
Settlement Trust today issued the following statement regarding
the completion of the sale of Manville Corporation's
("Manville's") interest in Riverwood International Corporation
("Riverwood"), ratification of a Profit Sharing Exchange Agreement
between Manville and the Trust, and the declaration of a $6 per
share special dividend on Manville common stock:
Total proceeds of the special dividend distribution will amount to
$974 million, of which the Trust will receive $772 million, to be
used for settlement of claims in accordance with the Trust
Distribution Process previously approved by the U.S. courts.
"We are pleased to have been able to achieve greater liquidity for
the beneficiaries of the Trust on a basis that benefits all
Manville stockholders. The Trust has long supported the Riverwood
transaction and the Profit Sharing Exchange Agreement between
Manville and the Trust. These actions represent a milestone in
assuring the continued settlement of claims for which the Trust
was created, while enhancing value for all Manville shareholders,"
said Robert A. Falise, the Trust's chairman.
The consummation of the Profit Sharing Exchange Agreement is
expected to take place prior to the payment of the special
dividend approved yesterday by the Manville Board, and will raise
the Trust's ownership interest in Manville to approximately 79% of
shares outstanding, on a fully diluted basis.
"These actions enable the Trust to preserve its asset base and to
capitalize on opportunities to enhance its value to
beneficiaries," Mr. Falise said. "Including this transaction, the
Trust has generated cash available for distribution of more than
<PAGE>
$1.8 billion since January 1, 1992. Distributions to
beneficiaries since that date totaled more than $700 million.
Upon receipt of the Manville special dividend on April 12, the
Trust's cash and marketable securities will total approximately
$1.2 billion," he added.
With the sale of Manville's shares in Riverwood, as announced
earlier, Manville will change its name to Schuller Corporation,
its remaining business operation. Schuller, a leading building
materials company headquartered in Denver, reported 1995 sales of
$1.4 billion.
"Taking advantage of the generally excellent business conditions
in its industry, Schuller has achieved 16 consecutive quarters of
increased earnings. I am confident that Schuller will continue to
deliver value to its shareholders and will be a strong core asset
for the Trust," Mr. Falise said.
# # #
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