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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 6)
Under the Securities Exchange Act of 1934
HACH COMPANY
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(Name of Issuer)
COMMON STOCK
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(Title of class of securities)
404504 10 2
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(CUSIP Number)
N/A
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(Date of event which requires
filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP No. 404504 10 2
(1) Names of Reporting Person Hach Company Employee
S.S. or I.R.S. Identifica- Stock Ownership Plan And
tion Nos. of Above Person Trust
F.E.I.N. 84-1126463
(2) Check the appropriate Box if a Member of a Group (a) / /
Not Applicable (b) / /
(3) SEC Use Only
(4) Citizenship or Place of
Organization Delaware
Number of Shares (5) Sole Voting Power -0-
Beneficially Owned
by Each Reporting (6) Shared Voting -0-*
Person With
(7) Sole Dispositive -0-
(8) Shared Dispositive Power -0-*
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 710,176
(10) Check if the Aggregate Amount / /
in Row (9) Excludes Certain Shares
(11) Percent of Class Represented
by Amount in Row (9) 7.89%
(12) Type of Reporting Person EP
* Excluded from the number of shares which the Plan has the power of
vote or dispose are 710,176 shares which are allocated to the accounts of
individual account holders of the Plan, and as to which the individual
account holders have the right to vote. The Plan's Trustees have only
contingent voting rights with respect to these shares, which are imposed by
ERISA. On December 31, 1998, no matters were submitted to the vote of
shareholders, and therefore no account beneficiaries had failed to exercise
their voting rights or otherwise triggered the contingent voting obligations
imposed on the Trustees of the Plan by ERISA.
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SCHEDULE 13G
(AMENDMENT NO. 6)
ITEM 1.
(a) Name of Issuer: Hach Company
(b) Address of Issuer's Principal Executive Office:
5600 Lindbergh Drive
Loveland, Colorado 80537
ITEM 2.
(a) Name of Persons Filing: Hach Company Employee Stock
Ownership Plan and Trust (referred
to herein as the "Reporting Person"
or the "Plan")
(b) Address of Principal Business Office or, if none, Residence:
5600 Lindbergh Drive
Loveland, Colorado
(c) Citizenship: United States of America
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 404504 10 2
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
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(f) [x] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definitions of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U .S.C. 80a-3).
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c), check this
box [ ] .
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
710,176
(b) Percent of Class
7.89%
(c) The number of shares which the Reporting Person owns and the
nature of the Reporting Person's beneficial ownership is as follows:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 0*
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 0*
* Excluded from the number of shares which the Plan has the power of
vote or dispose are 710,176 shares which are allocated to the accounts of
individual account holders of the Plan, and as to which the individual account
holders have the right to vote. The Plan's Trustees have only contingent voting
rights with respect to these shares, which are imposed by ERISA. On
December 31, 1998, no matters were submitted to the vote of shareholders, and
therefore no account beneficiaries had failed to exercise their voting rights
or otherwise triggered the contingent voting obligations imposed on the
Trustees of the Plan by ERISA.
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The Plan also holds 706,455 shares of Class A Common Stock, $1.00
par value, of the Issuer ("Class A Stock"), a class of non-voting equity
securities, which are allocated to the accounts of individual account holders
of the Plan. Neither the Common Stock nor the Class A Stock will be
convertible into another class of common stock or any other security of the
Issuer. However, the holders of outstanding Class A Stock will be entitled
to one vote per share of Class A Stock on all matters presented to the
stockholders of the Issuer automatically (i) at any time when the number of
outstanding shares of Common Stock falls below 10% of the aggregate number of
outstanding Common Stock and Class A Stock; and (ii) upon resolution of the
Board of Directors of the Issuer if, as a result of the existence of the
Class A Stock, either the Common Stock or Class A Stock or both, are excluded
from trading on The NASDAQ Stock Market National Market System and other
comparable quotation systems then in use, and are excluded from trading by
the New York Stock Exchange, American Stock Exchange and all other principal
national securities exchanges then in use.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Dividends and proceeds from the sales of any shares owned are
allocated to the accounts of the beneficiaries of the Plan on a regular basis
throughout the year.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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ITEM 10. CERTIFICATION.
By signing below we certify that, to the best of our knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
Signatures
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
HACH COMPANY EMPLOYEE STOCK
OWNERSHIP PLAN AND TRUST
BY:
/s/ Loel J. Sirovy
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Loel J. Sirovy, Co-Trustee
/s/ Randall A. Petersen
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Randall A. Petersen,
Co-Trustee
/s/ Gary R. Dreher
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Gary R. Dreher, Co-Trustee
February 11, 1999
