<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Hughes Supply, Inc.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
444482103
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
James D. Davis, 2001 Park Place, Suite 320, Birmingham, Alabama 35203
(205) 324-7681
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
May 13, 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 the statement [ ].
(A fee is not required only if the reporting 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.)
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 34 Pages)
<PAGE> 2
CUSIP No. 444482103 SCHEDULE 13D Page 2 of 34 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
J.D. Brown, Jr.
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
(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 of America
---------------------------------------------------------------------
(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0-
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
-0-
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
Page 2 of 34
<PAGE> 3
CUSIP No. 444482103 SCHEDULE 13D Page 3 of 34 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
James D. Davis
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
(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 of America
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 45,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 549,956
Each See Item 2 and Item 5 for a description of the manner in
Reporting which these shares are held.
Person With --------------------------------------------------------
(9) Sole Dispositive Power
45,000
--------------------------------------------------------
(10) Shared Dispositive Power
549,956
See Item 2 and Item 5 for a description of the manner in
which these shares are held.
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
594,956
See Item 2 and Item 5 for a description of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.2%
See Item 2 and Item 5 for a description of the manner in which these
shares are held.
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
Page 3 of 34
<PAGE> 4
CUSIP No. 444482103 SCHEDULE 13D Page 4 of 34 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Houston Products & Machine, Inc.
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(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
---------------------------------------------------------------------
(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 334,978
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
334,978
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
334,978
See Item 2 and Item 5 for a description of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
3.5%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
Page 4 of 34
<PAGE> 5
CUSIP No. 444482103 SCHEDULE 13D Page 5 of 34 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Jemison Investment Co., Inc.
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(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
Delaware
---------------------------------------------------------------------
(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 549,956
Each See Item 2 and Item 5 for a description of the manner in
Reporting which these shares are held.
Person With --------------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------------
(10) Shared Dispositive Power
549,956
See Item 2 and Item 5 for a description of the manner in
which these shares are held.
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
549,956
See Item 2 and Item 5 for a description of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
5.7%
See Item 2 and Item 5 for a description of the manner in which these
shares are held.
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
Page 5 of 34
<PAGE> 6
CUSIP No. 444482103 SCHEDULE 13D Page 6 of 34 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Multalloy, Inc. (New Jersey)
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(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
New Jersey
---------------------------------------------------------------------
(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 334,978
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
334,978
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
334,978
See Item 2 and Item 5 for a description of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
3.5%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
Page 6 of 34
<PAGE> 7
CUSIP No. 444482103 SCHEDULE 13D Page 7 of 34 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Multalloy, Inc. (Texas)
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(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
---------------------------------------------------------------------
(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 334,978
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
334,978
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
334,978
See Item 2 and Item 5 for a description of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
3.5%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
Page 7 of 34
<PAGE> 8
CUSIP No. 444482103 SCHEDULE 13D Page 8 of 34 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
PVF Holdings, Inc.
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(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
Delaware
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 214,978
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 334,978
Each See Item 2 and Item 5 for a description of the manner in
Reporting which these shares are held.
Person With --------------------------------------------------------
(9) Sole Dispositive Power
214,978
--------------------------------------------------------
(10) Shared Dispositive Power
334,978
See Item 2 and Item 5 for a description of the manner in
which these shares are held.
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
334,978
See Item 2 and Item 5 for a description of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
5.7%
See Item 2 and Item 5 for a description of the manner in which these
shares are held.
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO, HC
---------------------------------------------------------------------
Page 8 of 34
<PAGE> 9
CUSIP No. 444482103 SCHEDULE 13D Page 9 of 34 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Southwest Stainless, Inc.
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(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
---------------------------------------------------------------------
(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 334,978
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
334,978
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
334,978
See Item 2 and Item 5 for a description of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
3.5%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
Page 9 of 34
<PAGE> 10
CUSIP No. 444482103 SCHEDULE 13D Page 10 of 34 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Michael L. Stanwood
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
(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 of America
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 75,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0-
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 75,000
--------------------------------------------------------
(10) Shared Dispositive Power
-0-
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
75,000
See Item 2 and Item 5 for a description of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.8%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
Page 10 of 34
<PAGE> 11
This Amendment No. 1 to Schedule 13D amends and supplements the
statements on Schedule 13D filed with the Securities and Exchange
Commission on April 8, 1996, relating to the common stock, par value
$1.00 per share, of Hughes Supply, Inc., a Florida corporation (the
"Issuer"). Except as amended and supplemented herein, the
information set forth in the originally filed Schedule 13D remains
true and correct in all material respects.
ITEM 2. IDENTITY AND BACKGROUND.
On March 27, 1996, the Issuer entered into an Asset Purchase
Agreement (the "Asset Agreement") with Jemison Investment Co., Inc.,
a Delaware corporation ("Jemison"), PVF Holdings, Inc., a Texas
corporation ("PVF"), Southwest Stainless, Inc., a Texas corporation
("Southwest"), Multalloy, Inc., a New Jersey corporation ("Multalloy
(NJ)"), Multalloy, Inc., a Texas corporation ("Multalloy (TX)"), and
Houston Products & Machine, Inc., a Texas corporation ("Houston")
(Southwest, Multalloy (NJ), Multalloy (TX) and Houston are
hereinafter sometimes collectively referred to as the "Sellers" and
sometimes individually as a "Seller") to acquire substantially all of
the assets, properties and business of the Sellers, and to assume
certain of Sellers' liabilities (the "Transaction"). The closing
(the "Closing") of the transactions contemplated by the Agreement
occurred on May 13, 1996 (the "Closing Date").
At the Closing, Issuer paid to the Sellers a base price of
$92,600,000.00, which was paid as follows: (i) cash in the amount of
$44,000,000.00; (ii) a note in the amount of $30,000,000.00;
and (iii) the issuance of 669,956 shares of Issuer common stock,
having an agreed upon value of $18,600,000.00, of which 334,978
shares were immediately placed into an escrow as security pending a
post-closing adjustment to the purchase price based on the closing
date net assets of the Sellers. The Issuer also assumed certain
other liabilities of the Sellers. Following the Closing, the base
price will be increased or decreased (on a dollar for dollar basis)
based on the difference between the book value of net assets
acquired, adjusted for certain inventory and accounts receivable
items, and an agreed upon book value amount. Any adjustment to the
purchase price shall be paid 80% in cash and 20% in Issuer common
stock at the agreed upon value. As a result, the number of Issuer
shares received by Sellers or their successors in the Transaction
may increase or decrease; provided, however, that in no event will
the number of Issuer shares acquired by Sellers amount to more that
9.9% of the total outstanding shares of Issuer common stock. At
this time, the exact allocation of shares among the Sellers has not
been determined; it is expected that such allocation will be
determined in the relatively near future.
On or about the time of the Closing, Jemison purchased from three
members of PVF Management, J.D. Brown, Jr., James D. Davis and
Michael L. Stanwood (collectively the "Management Investors"), all of
the shares of common stock
Page 11 of 34
<PAGE> 12
of PVF that were owned by each of these members of PVF Management. In
exchange for the transfer of the shares of PVF common stock to Jemison,
in addition to promissory notes issued by Jemison, James D. Davis received
45,000 shares of Issuer securities, and Michael L. Stanwood received
75,000 shares of Issuer securities. J.D. Brown, Jr. received no shares
of Issuer securities in exchange for the transfer of his shares of PVF
Common Stock.
Immediately following the Closing, Sellers transferred 334,978 shares to
PVF, which in turn transferred 120,000 shares of Issuer common stock to
Jemison. Jemison then delivered 45,000 shares to James D. Davis and
75,000 shares to Michael L. Stanwood in partial consideration of the sale
to Jemison of their PVF common stock. It is possible that subsequent
to the Closing, Jemison may cause the Sellers to be liquidated into PVF
and PVF to be liquidated into Jemison, resulting in all of the Issuer
common stock received by Sellers in the Transaction being owned by Jemison
(other than shares distributed to the Management Investors).
In light of the foregoing, the entities discussed above may be deemed to
be a group for purposes of reporting beneficial ownership under Section
13(d) of the Securities Exchange Act of 1934. In addition, in light of
the foregoing, the Management Investors, at the time of the filing of the
original Schedule 13D, may also have been deemed to be members of the
group (the entities and Management Investors, collectively, the "Group").
On or about May 13, 1996, J.D. Brown, Jr. ceased to have any ownership
interest in Jemison, PVF, Sellers or the Issuer, and at such time ceased
to be considered a possible member of the Group. As of May 22, 1996,
Michael L. Stanwood had no ownership interest in Jemison, PVF, or
Sellers and resigned any positions as an officer or director of PVF and
Sellers, thereby ceasing to be considered a possible member of the Group.
Both Messrs. Brown and Stanwood continue as directors of Jemison, and J.D.
Brown Jr. continues as a director of PVF, Houston, Multalloy (NJ) and
Southwest. James D. Davis, by virtue of his direct ownership of 45,000
shares of Issuer common stock and his relationship to Jemison and its
subsidiaries described below, may be deemed to be a part of the group
comprised of Jemison, PVF and Sellers. However, James D. Davis disclaims
membership in a group and beneficial ownership of the Issuer shares that
are the subject of this statement, other than the 45,000 shares owned
directly by him, and the filing of this statement shall not be construed
as an admission that he is a member of a group or the beneficial owner of
any of the securities covered by this statement. This statement is filed
on behalf of all of the entities and individuals listed as Reporting
Persons in the cover pages.
A. J. D. Brown, Jr. is a director of Jemison, PVF, Houston,
Multalloy (NJ) and Southwest.
Page 12 of 34
<PAGE> 13
B. James D. Davis is an executive officer and director of Jemison,
PVF, Southwest, Multalloy (NJ), Multalloy (TX) and Houston.
C. Houston Products & Machine, Inc. The new address of the
principal office of Houston is 2001 Park Place, Suite 320,
Birmingham, Alabama 35203.
2. Michael L. Stanwood resigned as the President and as a
director of Houston on May 22, 1996.
3. James D. Davis is the President and a director of Houston.
The information with respect to James D. Davis is provided
in Item 2, paragraph B above.
E. Multalloy, Inc. (NJ) The new address of the principal office of
Multalloy (NJ) is 2001 Park Place, Suite 320, Birmingham,
Alabama 35203.
2. Michael L. Stanwood resigned as the President and as a
director of Multalloy (NJ) on May 22, 1996.
3. James D. Davis is President and a director of Multalloy
(NJ). The information with respect to James D. Davis is
provided in Item 2, paragraph B above.
F. Multalloy, Inc. (TX) The new address of the principal office of
Multalloy (TX) is 2001 Park Place, Suite 320, Birmingham,
Alabama 35203.
1. Michael L. Stanwood resigned as the President and Chief
Executive Officer and as a director of Multalloy (TX) on
May 22, 1996.
Page 13 of 34
<PAGE> 14
3. James D. Davis is President and a director of Multalloy
(TX). The information with respect to James D. Davis is
provided in Item 2, paragraph B above.
G. PVF Holdings, Inc. The new address of the principal office of
PVF is 2001 Park Place, Suite 320, Birmingham, Alabama 35203.
2. Michael L. Stanwood resigned as the President and as a
director of PVF on May 22, 1996.
3. James D. Davis is President and a director of PVF. The
information with respect to James D. Davis is provided in
Item 2, paragraph B above.
H. Southwest Stainless, Inc. The new address of Southwest is
2001 Park Place, Suite 320, Birmingham, Alabama 35203.
2. Michael L. Stanwood resigned as the President, Chief
Executive Officer and as a director of Southwest on May 22,
1996.
4. James D. Davis is President and a director of Southwest.
The information with respect to James D. Davis is provided
at Item 2, paragraph B above.
I. Michael L. Stanwood. Since the last report on Schedule 13D,
Michael L. Stanwood has resigned any and all officer positions
and directorships that he held in PVF and Sellers.
Furthermore, he no longer has any ownership interest in PVF.
Mr. Stanwood remains as a director of Jemison.
(a) The name of the person filing this statement is Michael L.
Stanwood.
(b) The business address of Michael L. Stanwood is 8505 Monroe
Boulevard, Houston, Texas 77061.
(c) Michael L. Stanwood is the President of Southwest
Stainless, a division of Issuer at 8505 Monroe Boulevard,
Houston, Texas 77061.
(d) Michael L. Stanwood has not been, during the last five
years, convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
Page 14 of 34
<PAGE> 15
(e) Michael L. Stanwood has not been, during the last five
years, party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
of which he was 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 in which any violation of such laws was
found.
(f) Michael L. Stanwood is a citizen of the United States of
America.
ITEM 4. PURPOSE OF TRANSACTION.
The Issuer securities acquired by the Reporting Persons are being
acquired for investment purposes. Michael L. Stanwood has
assumed the position of President with a division of Issuer. Except
in Mr. Stanwood's capacity as such or as described in the description
of the Transaction provided in Item 2 above, none of the persons
identified in Item 2 above have any present plans or proposals to (a)
acquire additional securities of the Issuer or to dispose of
securities of the Issuer; (b) effect an extraordinary corporate
transaction; (c) sell or transfer a material amount of the assets of
the Issuer; (d) change the present board of directors or management
of the Issuer; (e) change the present capitalization or dividend
policy of the Issuer; (f) make any material change in the Issuer's
business or corporate structure; (g) change the Issuer's Charter,
by-laws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by any person;
(h) cause a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association; (i) cause a class of equity securities of the
Issuer to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended,
(the "Act"); or (j) take any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the time of this statement, the Reporting Persons may be
deemed to own beneficially in the aggregate the numbers and
percentages of the Issuer's securities set forth opposite their names
below (based upon the number of shares of Issuer securities that,
according to the Issuer, were outstanding on May 28, 1996).
<TABLE>
<CAPTION>
Name Shares of Issuer Securities Percentage
---- --------------------------- ----------
<S> <C> <C>
J.D. Brown, Jr. 0 0%
James D. Davis 594,956 6.2
Houston Products &
Machine Inc. 334,978 3.5
Jemison Investment
Co., Inc. 549,956 5.7
Multalloy, Inc. (New
Jersey) 334,978 3.5
Multalloy, Inc. (Texas) 334,978 3.5
PVF Holdings, Inc. 549,956 5.7
Southwest Stainless, Inc. 334,978 3.5
Michael L. Stanwood 75,000 0.8
</TABLE>
No other person named in Item 2 beneficially owns any shares of
Issuer securities. The Sellers or their successors may have the right
to receive additional shares of issuer securities as a result of the
purchase price adjustment described in Item 2 above.
(b) There are 334,978 shares of Issuer securities currently held in
an escrow for the benefit of Sellers, although no allocation
of these shares among the Sellers has of yet been made. Each of the
Sellers are wholly owned subsidiaries of PVF, and PVF may be deemed
to share voting and dispositive power over those 334,978 shares. PVF
currently owns 214,978 shares. Jemison, as the owner of
approximately 100% of the outstanding capital stock of PVF,
Page 15 of 34
<PAGE> 16
may share voting and dispositive power over all shares of Issuer
securities beneficially owned by PVF and the Sellers. Furthermore,
James D. Davis owns 45,000 shares of Issuer securities over
which he has sole voting and dispositive power. As stated in Item 2 above,
James D. Davis, by virtue of his direct ownership of 45,000 shares of
Issuer securities and his relationship to Jemison and its subsidiaries
described above, may be deemed to be a part of the group comprised of
Jemison, PVF and Sellers, and therefore, to have shared voting and
dispositive power over the 549,956 shares of Issuer securities
beneficially owned by Jemison, in addition to the 45,000 shares of Issuer
securities directly owned by him. However, as stated in Item 2 above,
James D. Davis disclaims membership in a group and beneficial ownership
of the Issuer securities that are the subject of this statement other
than the 45,000 shares directly owned by him. Michael L. Stanwood owns
75,000 shares of Issuer securities over which he has sole voting and
dispositive power. These 75,000 shares represent the only shares
beneficially owned by Michael L. Stanwood since he is no longer considered
a possible member of the group. J.D. Brown, Jr. does not directly own
any shares of Issuer securities nor does he beneficially own any such
shares, since he is no longer considered a possible member of the Group.
(c) The following table sets forth the transactions effected by each
of the persons listed in Item 5(a) during the past 60 days.
<TABLE>
<CAPTION>
Date # 0f Shares Transferred Transferred Price
---- ----------- ----------- ----------- -----
By To
-- --
<S> <C> <C> <C> <C>
05/13/96 669,956 Issuer Sellers *
05/13/96 334,978 Sellers PVF *
05/13/96 120,000 PVF Jemison *
05/13/96 45,000 Jemison James D. Davis *
05/13/96 75,000 Jemison Michael L. Stanwood *
</TABLE>
* The shares of Issuer securities transferred by Issuer to Sellers
were exchanged for substantially all of the assets, properties and
business of the Sellers as well as the assumption of certain of the
Sellers' liabilities. The shares transferred by Sellers to PVF, and
by PVF to Jemison, were part of an intercompany transfer. The shares
transferred by Jemison to James D. Davis and Michael L. Stanwood were
transferred as part of the consideration for the purchase by Jemison
of the shares of capital stock of PVF owned by Messrs. Davis and
Stanwood.
(e) As of May 22, 1996 and May 13, 1996, respectively, Michael L.
Stanwood and J.D. Brown, Jr. are no longer considered members of the
Group. Consequently, on May 22, 1996, Michael L. Stanwood ceased to
be a beneficial owner of more than 5% of the Issuer securities.
Further, on May 13, 1996, J.D. Brown, Jr. ceased to be the
beneficial owner of more than 5% of the Issuer securities. This
Amendment No. 1 is, therefore, a final filing as to each of them.
It is not, however, a final filing as to the remaining members of
the Group or to James D. Davis as a possible member of the Group who
has disclaimed membership therein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The parties have been granted certain registration rights under the
Asset Agreement. Other than as disclosed in this Item 6, and other
than under the Asset Agreement, no Reporting Person is a party to any
contract, arrangement, understanding or relationship with respect to
any securities of the Issuer.
Page 16 of 34
<PAGE> 17
SIGNATURES
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.
DATE: May 31, 1996 /s/ J.D. Brown, Jr.
-------------------------------------
J. D. Brown, Jr.
Page 17 of 34
<PAGE> 18
SIGNATURES
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.
DATE: May 31, 1996 /s/ James D. Davis
--------------------------------------
James D. Davis
Page 18 of 34
<PAGE> 19
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
HOUSTON PRODUCTS & MACHINE, INC.,
a Texas Corporation
DATE: May 31, 1996 /s/ James D. Davis
----------------------------------------
By James D. Davis
Its President
Page 19 of 34
<PAGE> 20
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
JEMISON INVESTMENT CO., INC.,
a Delaware corporation
DATE: May 31, 1996 /s/ James D. Davis
----------------------------------
By James D. Davis
Its President
Page 20 of 34
<PAGE> 21
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
MULTALLOY, INC.,
a New Jersey corporation
DATE: May 31, 1996 /s/ James D. Davis
--------------------------------
By James D. Davis
Its President
Page 21 of 34
<PAGE> 22
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
MULTALLOY, INC.,
a Texas corporation
DATE: May 31, 1996 /s/ James D. Davis
------------------------------------
By James D. Davis
Its President
Page 22 of 34
<PAGE> 23
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
PVF HOLDINGS, INC.,
a Delaware corporation
DATE: May 31, 1996 /s/ James D. Davis
----------------------------------
By James D. Davis
Its President
Page 23 of 34
<PAGE> 24
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
SOUTHWEST STAINLESS, INC.,
a Texas corporation
DATE: May 31, 1996 /s/ James D. Davis
----------------------------------
By James D. Davis
Its President
Page 24 of 34
<PAGE> 25
SIGNATURES
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.
DATE: May 31, 1996 /s/ Michael L. Stanwood
------------------------------------
Michael L. Stanwood
Page 25 of 34
<PAGE> 26
EXHIBIT 1
AGREEMENT
The undersigned hereby states and agrees that the attached Schedule 13D to
be filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended, is being filed on behalf of the undersigned.
Date: May 31, 1996 /s/ J. D. Brown, Jr.
------------------------------------
J. D. Brown, Jr.
Page 26 of 34
<PAGE> 27
EXHIBIT 1
AGREEMENT
The undersigned hereby states and agrees that the attached Schedule 13D to
be filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended, is being filed on behalf of the undersigned.
Date: May 31, 1996 /s/ James D. Davis
----------------------------------
James D. Davis
Page 27 of 34
<PAGE> 28
EXHIBIT 1
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Schedule 13D to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, is being filed on behalf of
the undersigned corporation.
Date: May 31, 1996
HOUSTON PRODUCTS & MACHINE, INC.,
a Texas corporation
/s/ James D. Davis
-----------------------------------------
By James D. Davis
Its President
Page 28 of 34
<PAGE> 29
EXHIBIT 1
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Schedule 13D to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, is being filed on behalf of
the undersigned corporation.
Date: May 31, 1996
JEMISON INVESTMENT CO., INC.,
a Delaware corporation
/s/ James D. Davis
-----------------------------
By James D. Davis
Its President
Page 29 of 34
<PAGE> 30
EXHIBIT 1
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Schedule 13D to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, is being filed on behalf of
the undersigned corporation.
Date: May 31, 1996
MULTALLOY, INC.,
a New Jersey corporation
/s/ James D. Davis
------------------------------
By James D. Davis
Its President
Page 30 of 34
<PAGE> 31
EXHIBIT 1
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Schedule 13D to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, is being filed on behalf of
the undersigned corporation.
Date: May 31, 1996
MULTALLOY, INC.,
a Texas corporation
/s/ James D. Davis
-------------------------------
By James D. Davis
Its President
Page 31 of 34
<PAGE> 32
EXHIBIT 1
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Schedule 13D to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, is being filed on behalf of
the undersigned corporation.
Date: May 31, 1996
PVF HOLDINGS, INC.,
a Delaware corporation
/s/ James D. Davis
-----------------------------
By James D. Davis
Its President
Page 32 of 34
<PAGE> 33
EXHIBIT 1
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Schedule 13D to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, is being filed on behalf of
the undersigned corporation.
Date: May 31, 1996
SOUTHWEST STAINLESS, INC.,
a Texas corporation
/s/ James D. Davis
-----------------------------
By James D. Davis
Its President
Page 33 of 34
<PAGE> 34
EXHIBIT 1
AGREEMENT
The undersigned hereby states and agrees that the attached Schedule 13D to
be filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended, is being filed on behalf of the undersigned.
Date: May 31, 1996
/s/ Michael L. Stanwood
-----------------------------
Michael L. Stanwood
Page 34 of 34
