Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
FROZEN FOOD EXPRESS INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $1.50 Par Value
(Title of Class of Securities)
359360104
(CUSIP Number)
Sarah M. Daniel
612 Linda
El Paso, Texas 79922
(915) 581-5947
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 22, 1996
(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 this
statement._ (A fee is not required only if the filing 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 the 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).
(Continued on following pages)
(Page 1 of 12 Pages)
<PAGE>
CUSIP No. 35 93 60 104 13D Page 2 of 12 Pages
1 Name of reporting person Sarah Melanie Daniel
S.S. or I.R.S. Identification Nos. of above person
2 Check the appropriate box if a member of a group* (a)_____
(b)_____
3 SEC use only
4 Source of funds* OO
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
Number of
Shares 7 Sole voting power 68,047
Beneficially
Owned 8 Shared voting power 1,396,163
By each
Reporting 9 Sole dispositive power 68,047
Person
with 10 Shared dispositive power 1,396,163
11 Aggregate amount beneficially owned by each
reporting person 1,464,210
12 Check box if the aggregate amount in row (11)
excludes certain shares* ______
13 Percent of class represented by amount in row (11) 8.9%
14 Type of reporting person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 35 93 60 104 13D Page 3 of 12 Pages
1 Name of reporting person Lucile Burford Fielder
S.S. or I.R.S. Identification Nos. of above person
2 Check the appropriate box if a member of a group* (a) _____
(b) _____
3 SEC use only
4 Source of funds* OO
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
Number of
Shares 7 Sole voting power 4,592
Beneficially
Owned 8 Shared voting power 1,333,332
By each
Reporting 9 Sole dispositive power 4,592
Person
with 10 Shared dispositive power 1,333,332
11 Aggregate amount beneficially owned by each
reporting person 1,337,924
12 Check box if the aggregate amount in row (11)
excludes certain shares* _____
13 Percent of class represented by amount in row (11) 8.1%
14 Type of reporting person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 35 93 60 104 13D Page 4 of 12 Pages
1 Name of reporting person Weller Investment Ltd.
S.S. or I.R.S. Identification Nos. of above person
2 Check the appropriate box if a member of a group* (a)_____
(b)_____
3 SEC use only
4 Source of funds* OO
5 Check box if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e) _____
6 Citizenship or place of organization Texas
Number of
Shares 7 Sole voting power 1,333,332
Beneficially
Owned 8 Shared voting power -0-
By each
Reporting 9 Sole dispositive power 1,333,332
Person
with 10 Shared dispositive power -0-
11 Aggregate amount beneficially owned by each
reporting person 1,333,332
12 Check box if the aggregate amount in row (11)
excludes certain shares* _____
13 Percent of class represented by amount in row (11) 8.1%
14 Type of reporting person* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> Page 5 of 12 Pages
INTRODUCTION
The information contained in this statement is as of the date
hereof, unless otherwise expressly provided herein.
Weller Investment Ltd., a Texas limited partnership (the
"Partnership"), was formed by Edgar O. Weller and his wife, Melanie
A. Weller, with Mr. Weller serving as the general partner. In
connection with its formation, Mr. and Ms. Weller contributed
1,333,332 shares (adjusted to reflect the effect of subsequent
stock dividends) of the common stock, $1.50 par value per share
(the "Common Stock"), of Frozen Food Express Industries, Inc., a
Texas corporation (the "Company"), to the Partnership. On August
22, 1996, Mr. Weller transferred 50% of the general partnership
interest in the Partnership to each of his two daughters, Sarah M.
Daniel ("Ms. Daniel") and Lucile B. Fielder ("Ms. Fielder," and
together with Ms. Daniel and the Partnership, the "Filing
Parties").
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value
$1.50 per share, of Frozen Food Express Industries, Inc.
The principal executive offices of the Company are
located at 1145 Empire Central Place, Dallas, Texas
75247.
Item 2. Identity and Background.
(a) Name:
This statement is filed on behalf of Weller Investment
Ltd., a Texas limited partnership (the "Partnership"),
and the co-general partners of the Partnership, Sarah M.
Daniel and Lucile B. Fielder. Each Filing Party
disclaims responsibility for the completeness and
accuracy of the information contained in this statement
concerning the other Filing Parties.
(b) Address of the Filing Parties:
Sarah M. Daniel
612 Linda
El Paso, TX 79922
Lucile B. Fielder
1318 Clear Fork
Lockhart, TX 78644
<PAGE> Page 6 of 12 Pages
Weller Investment Ltd.
c/o Sarah M. Daniel
612 Linda
El Paso, Texas 79922
(c) Present principal occupation:
The Partnership is a private, family investment company.
Ms. Daniel is a certified public accountant at
Lauterbach, Borschow & Co., 715 N. Oregon, El Paso, Texas
79902.
Ms. Fielder is a title insurance agent at Countywide
Abstract & Title, Inc., 100 East Market Street, Suite
212, Lockhart, Texas 78644.
(d) During the last five years, no Filing Party has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, no Filing Party was 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.
(f) Citizenship:
Both Ms. Daniel and Ms. Fielder are United States citizens.
The Partnership is a Texas limited partnership.
Item 3. Source and Amount of Funds or Other Consideration
Ms. Daniel and Ms. Fielder each acquired a 50% general
partner interest in the Partnership from Mr. Weller,
their father, in exchange for limited partnership
interests in the Partnership.
The Partnership acquired its shares of Common Stock in
December 1992 in connection with its formation through
capital contributions of Common Stock by Mr. and Ms.
Weller. Mr. and Ms. Weller acquired such shares of
Common Stock either prior to the Company becoming a
reporting company under the Act, through stock dividends
or through the exercise of options issued by the Company.
<PAGE> Page 7 of 12 Pages
Item 4. Purpose of Transaction.
The acquisition by each of the Filing Parties has been
made for investment purposes. However, each of the
Filing Parties will continually evaluate the business,
financial condition, and prospects of the Company, market
price of the Common Stock, return on investment,
alternative investments, and conditions in the economy
and in the industry in which the Company is engaged with
a view toward determining whether to hold, decrease or
increase its or her investment in shares of Common Stock
by either of them or by the Partnership. From time to
time on or after the date of this statement, based upon
such evaluation, any of the Filing Parties may sell all
or a portion of its or her shares of Common Stock, or may
purchase additional shares of Common Stock, at varying
prices in the open market, in privately negotiated
transactions and/or in other transactions.
None of the Filing Parties have any current definitive
plan, arrangement, or understanding to gain control of
the Company or to seek to cause the Company or any of its
subsidiaries to be merged, reorganized, or liquidated, to
sell or transfer any assets of the Company or any of its
subsidiaries, to cause the Company to change its current
board of directors or management, capitalization,
dividend policy, business, corporate structure, charter,
or bylaws or to cause the Common Stock to cease to be
quoted on NASDAQ or to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Act.
Item 5. Interest in Securities of the Issuer.
The Partnership owns beneficially, and has the sole power
to vote and dispose of, 1,333,332 shares, or 8.1%, of the
outstanding Common Stock.
Ms. Daniel directly owns and has the sole power to vote
and dispose of 68,047 shares, or 0.4%, of the outstanding
Common Stock, of which 730 shares are held as custodian
for her daughter Kiirstin Daniel ("Kiirstin"). Ms.
Daniel and her husband, Arthur L. Daniel ("Mr. Daniel"),
jointly own and have shared power to vote and dispose of
62,831 shares, or 0.4%, of the outstanding Common Stock.
Additionally, Mr. Daniel owns and has the sole power to
vote and dispose of 2,860 shares of Common Stock. Since
Ms. Daniel has no power to direct the voting or
disposition of the Common Stock that is individually
owned by Mr. Daniel, Ms. Daniel disclaims beneficial
ownership of those shares.
<PAGE> Page 8 of 12 Pages
Ms. Daniel, as one of the two general partners of the
Partnership, has shared power to direct the vote and
disposition of the 1,333,332 shares of Common Stock owned
by the Partnership. If Ms. Daniel is deemed to own
beneficially the 1,333,332 shares of Common Stock owned
by the Partnership, she would own beneficially 1,464,210
shares of Common Stock, representing 8.9% of the
outstanding Common Stock.
Ms. Fielder directly owns and has the sole power to vote
and dispose of 4,592 shares, or less than .1%, of the
outstanding Common Stock, of which 730 shares are held as
custodian for her daughter Frances Fielder and 950 shares
are held as custodian for Kiirstin. Additionally, Ms.
Fielder, as one of the two general partners of the
Partnership, has shared power to direct the vote and
disposition of the 1,333,332 shares of Common Stock owned
by the Partnership. If Ms. Fielder is deemed to own
beneficially the 1,333,332 shares of Common Stock owned
by the Partnership, she would own beneficially 1,337,924
shares of Common Stock, representing 8.1% of the
outstanding Common Stock.
Each Filing Party (other than Ms. Daniel) hereby
disclaims beneficial ownership of any shares of Common
Stock owned by Ms. Daniel. Each Filing Party (other than
Ms. Fielder) hereby disclaims beneficial ownership of any
shares of Common Stock owned by Ms. Fielder. The filing
of this statement shall not be construed as an admission
that any of the Filing Parties is the beneficial owner of
any shares of Common Stock with respect to which
beneficial ownership is disclaimed. Each Filing Party
disclaims the existence of a "group" with any person as
contemplated by Rule 13d-5(b) of the Securities Exchange
Act of 1934, as amended.
The calculation of percentages of outstanding Common
Stock set forth herein is based upon 16,544,047 shares of
Common Stock outstanding as of November 5, 1996, as
reported by the Company in its Form 10-Q for the quarter
ended September 30, 1996. See Item 3 above for
information on transactions in the Common Stock by the
Filing Persons that were effected during the past 60
days, which information is incorporated herein by
reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as set forth herein, there are no contracts,
arrangements, understandings, agreements or relationships
(legal or otherwise) among the persons named in Item 2
herein and between such persons and any person with
respect to the securities of the Company.
<PAGE> Page 9 of 12 Pages
Item 7. Materials to be filed as Exhibits.
Exhibit A - Agreement Among Filing Parties dated
November 22, 1996 by and among the Filing
Parties.
<PAGE> Page 10 of 12 Pages
Signature
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true,
complete and correct.
Date: November 22, 1996 WELLER INVESTMENT LTD.
By: /s/
--------------------------------
Sarah M. Daniel, General Partner
Date: November 22, 1996
/s/
-------------------------------
Sarah M. Daniel, Individually
Date: November 22, 1996
/s/
-------------------------------
Lucile B. Fielder, Individually
<PAGE> Page 11 of 12 Pages
Exhibit A
AGREEMENT AMONG FILING PARTIES
This agreement is made and entered into by and among Weller
Investment Ltd., Sarah M. Daniel and Lucile B. Fielder (collectively,
the "Filing Parties").
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), requires that, when a
Schedule 13D is filed on behalf of more than one person, an agreement
be executed and filed as an Exhibit to the Schedule 13D reflecting
that the Schedule 13D is being filed on behalf of such persons;
NOW, THEREFORE, in consideration of the premises and the mutual
promises of the parties hereto, the Filing Parties hereto agree as
follows:
1. Each Filing Party agrees that a single Schedule 13D (and all
amendments thereto) shall be filed jointly on behalf of the Filing
Parties with respect to the shares of common stock, $1.50 par value
per share, of Frozen Food Express Industries, Inc.
2. Each Filing Party acknowledges and agrees that, pursuant to
Rule 13D-1(f)(1) under the Exchange Act, each Filing Party is (i)
eligible to use the Schedule 13D and (ii) responsible for the timely
filing of such Schedule 13D and any amendments thereto and for the
completeness and accuracy of the information concerning such Filing
Party contained in such Schedule 13D. None of the Filing Parties,
however, shall be responsible for the completeness or accuracy of the
information concerning the other Filing Parties contained in such
Schedule 13D, or any amendments thereto, unless such Filing Party
knows or has reason to believe that such information is inaccurate.
3. This agreement shall not be assignable by any Filing Party.
Any assignment in violation of the foregoing shall be null and void.
4. This agreement shall terminate upon the first to occur of
the following:
(a) The death of any individual Filing Party; or
(b) Written notice of termination given by any
Filing Party to the other Filing Parties.
This agreement may be executed in several counterparts, each of which
shall be deemed to be an original hereof.
<PAGE> Page 12 of 12 Pages
EXECUTED this 22nd day of November, 1996.
Date: November 22, 1996 WELLER INVESTMENT LTD.
By: /s/
--------------------------------
Sarah M. Daniel, General Partner
Date: November 22, 1996
/s/
---------------------------------
Sarah M. Daniel, Individually
Date: November 22, 1996
/s/
---------------------------------
Lucile B. Fielder, Individually
