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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. . . . .) *
IMPERIAL INDUSTRIES, INC.
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(Name of Issuer)
$1.10 Cumulative Convertible Redeemable Preferred Stock
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(Title of Class of Securities)
452848 20 3
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(CUSIP Number)
Barry T. Brooks
3843 Jamestown Road
Springfield, Ohio 45502
(937)322-6467
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 31, 1998
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 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 Rule 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).
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CUSIP No. 452848 20 3
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1) Names of Reporting Persons
Barry T. Brooks
Social Security Number or I. R. S. Identification Nos. of Above Persons
(entities only)
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (b)
------ ------
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3) SEC Use Only
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4) Source of Funds (See Instructions)
PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6) Citizenship or Place of Organization
United States
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Number of 7) Sole voting Power 61,300
Shares --------------------------------------------------
Beneficially
Owned by Each 8) Shared Voting Power
Reporting
Person With --------------------------------------------------
9) Sole Dispositive Power
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10) Shared Dispositive Power
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
61,300
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13) Percent of Class Represented by Amount in Row (11)
20.4%
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14) Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer.
This Statement relates to the $1.10 Cumulative Convertible Redeemable
Preferred Stock par value $.10 per share (the "Preferred Stock") of Imperial
Industries, Inc., a Delaware corporation (the "Issuer").
The Issuer's principal executive offices are located at 1259 Northwest
21st Street, Pompano Beach, Florida 33069.
Item 2. Identity and Background.
(a) The person filing this statement is Barry T. Brooks;
(b) Mr. Brooks' residence address is 3843 Jamestown Road, Springfield,
Ohio 45502;
(c) Mr. Brooks' present principal occupation or employment is: Owner
Coin Collector and the name, principal business and address of the corporation
or other organization in which such employment is conducted is Ohio Coin
Investments 1628 E. Main Street, Springfield, Ohio 45503;
(d) During the last five years, Mr. Brooks has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors);
(e) During the last five years, Mr. Brooks has not been 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; and
(f) Mr. Brooks is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Brooks paid an aggregate of $444,876 in cash consideration for the
purchase of the Preferred Stock of the Issuer. The source of funds was personal
funds.
Item 4. Purpose of Transaction.
Mr. Brooks has acquired the shares of Preferred Stock for investment
purposes, and only in the ordinary course of business. In the ordinary course of
business, Mr. Brooks from time to time evaluates holdings or securities, and
based on such evaluation, he may determine to acquire or dispose of securities
of specific issuers.
Except as otherwise provided below, Mr. Brooks has no present plans or
intentions which would result in (a) the acquisition by any person of additional
securities of the issuer, or the disposition of securities of the issuer; (b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries; (c) A sale or
transfer of a material amount of assets of the issuer or any of its
subsidiaries; (d) Any change in the present board of directors or management of
the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) Any material
change
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in the present capitalization or dividend policy of the issuer; (f) Any other
material change in the issuer's business or corporate structure; (g) Changes in
the issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the issuer by any person;
(h) Causing 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) A class of
equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar
to any of those enumerated above.
On December 17, 1998, at a Special Meeting of the Stockholders of the
Issuer, Mr. Brooks voted the shares owned by him in favor of a merger of the
Issuer and Imperial Merger Corp. a wholly owned subsidiary of the Issuer
("Merger Sub"). In connection with the Merger, each share of Preferred Stock
owned by Mr. Brooks is being converted in $137,925 in cash, 306,500 shares of
the common stock, par value $.001 per share of Merger Sub and $492,000 of three
year 8% subordinated debentures (the "Merger Consideration"). Thereafter, Mr.
Brooks will not own any shares of Preferred Stock and will own less than 5% of
the outstanding shares of common stock of Merger Sub.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Issuer's Form 10-Q for the
third quarter 1998 filed with the Securities and Exchange Commission, there were
300,121 shares of Preferred Stock outstanding as of November 13, 1998. Mr.
Brooks' ownership of 61,300 shares of Preferred Stock represents 20.4% of the
outstanding shares of Preferred Stock. Mr. Brooks has sole voting power of all
shares of Preferred Stock.
Mr. Brooks has not purchased any shares of Common Stock within the 60
day period prior to the date of this filing.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Except as otherwise in connection with the Merger and the Merger
Consideration per share of Preferred Stock described in item 5 above, there are
no contracts, arrangements, understandings or relationships (legal or otherwise)
between Mr. Brooks and any other person with respect to any securities of the
Issuer, including but not limited to the transfer or voting of any other
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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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.
Date: February 25, 1999
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Signature
BARRY T. BROOKS
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Name/Title
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U. S. C. 1001).
