<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
American Filtrona Corporation
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
026042101
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
Bennett L. Kight, Esq., 999 Peachtree Street, Atlanta, GA 30309 (404) 853-8000
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
September 12, 1995
- --------------------------------------------------------------------------------
(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.)
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 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).
<PAGE> 2
CUSIP No. 026042101 SCHEDULE 13D Page of Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Bennett L. Kight ###-##-####
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not Appicable
---------------------------------------------------------------------
(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 See response to item 5 of attached Schedule 13D
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
See response to item 5 of attached Schedule 13D
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,589,704 shares
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
Not Applicable
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
42.5%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
CUSIP No. 026042101 SCHEDULE 13D Page of Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Frances B. Bunzl ###-##-####
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not Applicable
---------------------------------------------------------------------
(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 See response to item 5 on attached Schedule 13D
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
See response to item 5 on attached Schedule 13D
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
996,164 shares
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
Not Applicable
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
26.7%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
This Amendment No. 3 to Schedule 13D relates to the Schedule
13D filed on February 22, 1989 on behalf of Mrs. Frances B. Bunzl and Mr.
Bennett L. Kight, as co-executors of the Estate of Walter H. Bunzl (the "Bunzl
Estate") and now in their capacities as general trustees or members of trust
committees of various trusts and as directors of a private charitable
foundation, with regard to beneficial ownership of shares of common stock of
American Filtrona Corporation ("AFC"). Mr. Kight is a director of AFC.
Pursuant to Rule 13d-2(c) promulgated under the Securities Exchange Act of
1934, this Amendment No. 3 restates the entire text of the Schedule 13D, as
amended.
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the shares of common stock of
American Filtrona Corporation ("AFC"). The principal executive office of AFC
is located at 8401 Jefferson Davis Highway, Richmond, Virginia 23237.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) and (c) This Schedule is being filed by and on
behalf of Mrs. Frances B. Bunzl and Mr. Bennett L. Kight, in their capacities
as general trustees or members of trust committees of various trusts and as
directors of a private charitable foundation. Mrs. Bunzl resides at 3649
Peachtree Road, Apt. 105, Atlanta, Georgia 30319 and is not presently employed.
Mr. Kight is a partner in the law firm of Sutherland, Asbill & Brennan. The
principal business address of Mr. Kight is 999 Peachtree Street, Suite 2300,
Atlanta, Georgia 30309.
(d) Neither Mr. Kight nor Mrs. Bunzl has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither Mr. Kight nor Mrs. Bunzl has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction the result of which was to subject them 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) Both Mrs. Bunzl and Mr. Kight are citizens of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
At the time of his death in July 1988, Walter H. Bunzl had
sole voting and dispositive power with respect to 429,298 shares of the common
stock of AFC (the "Marital Trust Shares"), which are now part of the property
of the Trust established under the Will of Walter H. Bunzl for the benefit of
Frances B. Bunzl (the "Marital Trust"). Mrs. Bunzl and Mr. Kight acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934) of the Marital Trust Shares as co-executors of
the Estate of Walter H. Bunzl (the "Bunzl Estate"), and not individually,
<PAGE> 5
on July 26, 1988, the date on which they were qualified under Georgia law as
co-executors of the Bunzl Estate, and no consideration was paid by either of
them. On September 12, 1995 the Bunzl Estate distributed the 429,298 shares of
the common stock of AFC held by it to the Marital Trust pursuant to the terms
of Mr. Bunzl's will. Mrs. Bunzl and Mr. Kight continue to have beneficial
ownership (within the meaning of Rule 13d-3) of the Marital Trust Shares as the
members of the trust committee of the Marital Trust.
Mrs. Bunzl and Mr. Kight have served as directors of the
Walter H. and Frances B. Bunzl Foundation (the "Foundation"), a private
foundation exempt from federal income tax, since its organization in 1981.
During his lifetime, Walter Bunzl typically made an annual gift of AFC common
stock to the Foundation, the last of such gifts being made in 1987. The
Foundation is the record holder of 36,800 shares of the common stock of AFC
(the "Foundation Shares").
On October 19, 1989, Rudolph H. Bunzl, the former Chairman of
the Board of AFC, established two irrevocable trusts for the benefit of his
wife and others (the "R. H. Bunzl Trusts") and transferred by gift 64,000
shares and 16,000 shares of AFC common stock, respectively, to such trusts.
Mr. Kight acquired beneficial ownership (within the meaning of Rule 13d-3) of
these 80,000 shares on that date as a member of each of the trust committees
for the R. H. Bunzl Trusts, and not individually, and no consideration was paid
by Mr. Kight.
On November 1, 1989, Mrs. Bunzl succeeded Rudolph H. Bunzl as
a general trustee under two trusts established for the benefit of Walter H.
Bunzl's children (the "Walter Bunzl Family Trusts"), which hold an aggregate of
505,892 shares of AFC common stock. Mrs. Bunzl acquired beneficial ownership
(within the meaning of Rule 13d-3) of these 505,892 shares on that date in her
capacity as a general trustee of each of the Walter Bunzl Family Trusts, and
not individually, and no consideration was paid by Mrs. Bunzl.
On August 20, 1990, Mr. Kight succeeded Herbert R. Elsas as a
general trustee or trust committee member under (i) the Walter Bunzl Family
Trusts, (ii) two trusts established for the benefit of Rudolph H. Bunzl's
children (the "Rudolph Bunzl Family Trusts") which hold an aggregate of 513,540
shares of AFC common stock, and (iii) two trusts for the benefit of Walter H.
Bunzl's children established under the wills of Robert M. Bunzl and Nellie M.
Bunzl (the "Testamentary Trusts"), which hold an aggregate of 24,174 shares of
AFC common stock. Mr. Kight acquired beneficial ownership (within the meaning
of Rule 13d-3) of these shares on that date in his capacity as a general
trustee or trust committee member for the Walter Bunzl Family Trusts, the
Rudolph Bunzl Family Trusts and the Testamentary Trusts, and not individually,
and no consideration was paid by Mr. Kight.
On September 25, 1992, Mrs. Bunzl succeeded Rudolph H. Bunzl
as a trust committee member under the Testamentary Trusts. Mrs. Bunzl acquired
beneficial ownership (within the meaning of Rule 13d-3) of the shares on that
date in her capacity as a member of the trust committee of each of the
Testamentary Trusts, and no consideration was paid by Mrs. Bunzl.
<PAGE> 6
ITEM 4. PURPOSE OF TRANSACTION
Mr. Kight acquired beneficial ownership (within the meaning of
Rule 13d-3) of a total of 1,589,704 shares of AFC common stock in his
capacities as (i) a member of the trust committee of the Marital Trust, (ii) a
director of the Foundation, (iii) a trust committee member of each of the R.H.
Bunzl Trusts, (iv) a general trustee of each of the Walter Bunzl Family
Trusts and the Rudolph Bunzl Family Trusts, and (v) a member of the trust
committee of each of the Testamentary Trusts, all as described in Item 3, for
investment purposes. Mrs. Bunzl acquired beneficial ownership (within the
meaning of Rule 13d-3) of a total of 996,164 shares of AFC common stock in her
capacities as (i) a member of the trust committee of the Marital Trust, (ii) a
director of the Foundation, (iii) a general trustee of each of the Walter Bunzl
Family Trusts, and (iv) a member of the trust committee of each of the
Testamentary Trusts, all as described in Item 3, for investment purposes.
Except for any such future sale, transfer or other disposition of any of these
shares as they deem appropriate in their fiduciary capacities as general
trustees or trust committee members, or in their capacities as directors of the
Foundation, Mr. Kight and Mrs. Bunzl have no present plans or proposals which
would relate to or would result in any of the following:
(a) The acquisition by any person of additional
securities of AFC, or the disposition of any securities of AFC;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving AFC or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of
AFC or any of its subsidiaries;
(d) Any change in the present Board of Directors or
management of AFC, 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 in the present capitalization or
dividend policy of AFC;
(f) Any other material change in AFC's business or
corporate structure;
(g) Changes in AFC's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of AFC by any person;
(h) Causing a class of securities of AFC to be delisted
from a national securities exchange or 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 AFC becoming eligible
for termination of registration pursuant to section 12(g)(4) of the Securities
Exchange Act of 1934; or
<PAGE> 7
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Mrs. Bunzl and Mr. Kight, as members of the trust
committee of the Marital Trust, and not individually, beneficially own within
the meaning of Rule 13d-3, the 429,298 Marital Trust Shares which represent
11.5% of the 3,736,292 shares of AFC common stock outstanding as of January 31,
1996. As such, their actions with respect to the Marital Trust Shares are
governed by the terms of the trust instrument and the general obligations of
fiduciaries. In particular, Mr. Kight and Mrs. Bunzl may consult with each
other and act in concert with respect to the voting and disposition of these
shares. However, Mr. Kight and Mrs. Bunzl expressly disavow the existence of
any "group" under Rule 13d-5(d) by virtue of these relationships and, to the
extent any such group may be deemed to exist, Mr. Kight and Mrs. Bunzl
expressly disclaim membership in any such group. Mr. Kight expressly disclaims
any pecuniary interest in the Marital Trust Shares.
Mrs. Bunzl and Mr. Kight, as directors, and not individually,
also may be deemed to have beneficial ownership (within the meaning of Rule
13d-3) of the 36,800 Foundation Shares. Mrs. Bunzl and Mr. Kight, as
directors, and not individually, share voting and dispositive power with
respect to the Foundation Shares, along with Mrs. Bunzl's two adult children,
who are also directors. Mrs. Bunzl and Mr. Kight expressly disavow the
existence of any "group" under Rule 13d-5(b) by virtue of these relationships
and, to the extent any such group may be deemed to exist, Mrs. Bunzl and Mr.
Kight expressly disclaim membership in any such group. These shares represent
1.0% of the outstanding shares of AFC common stock as of January 31, 1996.
Mrs. Bunzl and Mr. Kight expressly disclaim any pecuniary interest in the
Foundation Shares.
In their capacities as general trustees of each of the Walter
Bunzl Family Trusts, and not individually, Mr. Kight and Mrs. Bunzl may also be
deemed to have beneficial ownership (within the meaning of Rule 13d-3) of
505,892 shares of AFC common stock held by the Walter Bunzl Family Trusts. As
general trustees, Mr. Kight's and Mrs. Bunzl's actions with respect to these
505,892 shares are governed by the terms of the trust instruments and the
general obligations of fiduciaries. In particular, Mr. Kight and Mrs. Bunzl
may consult with each other and act in concert with respect to the voting and
disposition of these shares. However, Mr. Kight and Mrs. Bunzl expressly
disavow the existence of any "group" under Rule 13d-5(b) by virtue of these
relationships and, to the extent any such group may be deemed to exist, Mr.
Kight and Mrs. Bunzl expressly disclaim membership in any such group. These
shares represent 13.5% of the outstanding shares of AFC common stock as of
January 31, 1996. Mrs. Bunzl and Mr. Kight expressly disclaim any pecuniary
interest in the shares of AFC common stock held by the Walter Bunzl Family
Trusts.
In his capacity as a trust committee member of each of the R.
H. Bunzl Trusts, and not individually, Mr. Kight may also be deemed to have
beneficial ownership (within the meaning of Rule 13d-3) of the 80,000 shares of
AFC common stock held in the R.H. Bunzl Trusts. Mr. Kight and Mrs. Esther
<PAGE> 8
M. Bunzl, R. H. Bunzl's wife, are the two members of the trust committee for
each of the R. H. Bunzl Trusts. As a member of the trust committees, Mr.
Kight's actions with respect to these 80,000 shares are governed by the terms
of the trust instruments and the general obligations of fiduciaries. In
particular, Mr. Kight and Mrs. Esther M. Bunzl may consult with each other and
act in concert with respect to the voting and disposition of these shares.
However, Mr. Kight expressly disavows the existence of any "group" under Rule
13d-5(b) by virtue of these relationships and, to the extent any such group may
be deemed to exist, Mr. Kight expressly disclaims membership in any such group.
These shares represent 2.1% of the outstanding shares of AFC common stock as of
January 31, 1996. Mr. Kight expressly disclaims any pecuniary interest in the
shares of AFC common stock held by the R.H. Bunzl Trusts.
In his capacity as a general trustee of each of the Rudolph
Bunzl Family Trusts, and not individually, Mr. Kight may also be deemed to have
beneficial ownership (within the meaning of Rule 13d-3) of the 513,540 shares
of AFC common stock held in the Rudolph Bunzl Family Trusts. Mr. Kight and
Wallace Stettinius, a director of AFC, are the general trustees of each of the
Rudolph Bunzl Family Trusts. As a general trustee, Mr. Kight's actions with
respect to these 513,540 shares are governed by the terms of the trust
instruments and the general obligations of fiduciaries. In particular, Mr.
Kight and Mr. Stettinius may consult with each other and act in concert with
respect to the voting and disposition of these shares. However, Mr. Kight
expressly disavows the existence of any "group" under Rule 13d-5(b) by virtue
of these relationships and, to the extent any such group may be deemed to
exist, Mr. Kight expressly disclaims membership in any such group. The shares
of AFC common stock held in the Rudolph Bunzl Family Trusts represent 13.7% of
the outstanding shares of AFC common stock as of January 31, 1996. Mr. Kight
expressly disclaims any pecuniary interest in these shares.
In their capacities as members of the trust committees of each
of the Testamentary Trusts, and not individually, Mrs. Bunzl and Mr. Kight may
also be deemed to have beneficial ownership (within the meaning of Rule 13d-3)
of the 24,174 shares of AFC common stock held in the Testamentary Trusts. As
members of the trust committees, Mrs. Bunzl's and Mr. Kight's actions with
respect to these 24,174 shares are governed by the terms of the trust
instruments and the general obligations of fiduciaries. In particular, Mrs.
Bunzl and Mr. Kight may consult with each other and act in concert with respect
to the voting and disposition of these shares. However, Mrs. Bunzl and Mr.
Kight expressly disavow the existence of any "group" under Rule 13d-5(b) by
virtue of these relationships and, to the extent any such group may be deemed
to exist, Mrs. Bunzl and Mr. Kight expressly disclaim membership in any such
group. These shares represent 0.6% of the outstanding shares of AFC common
stock as of January 31, 1996. Mrs. Bunzl and Mr. Kight expressly disclaim any
pecuniary interest in these shares.
The Marital Trust Shares, the Foundation Shares, the 505,892
shares of AFC common stock held in the Walter Bunzl Family Trusts, the 513,540
shares of AFC common stock held in the Rudolph Bunzl Family Trusts, the 80,000
shares of AFC common stock held in the R. H. Bunzl Trusts, and the 24,174
shares of AFC common stock held in the Testamentary Trusts, represent 42.5% of
the 3,736,292 outstanding shares of AFC common stock as of January 31, 1996.
<PAGE> 9
To the extent Mrs. Bunzl may be deemed to have beneficial ownership of the
shares of AFC common stock held in the R. H. Bunzl Trusts and the Rudolph
Bunzl Family Trusts pursuant to Rule 13d-5(b)(1) by virtue of the existence of
a group under Rule 13d-5(b), Mrs. Bunzl expressly disclaims beneficial
ownership of those shares.
(c) There have been no transactions in the common stock
of AFC effected during the past 60 days by either Mrs. Bunzl or Mr. Kight.
(d) Any dividends paid on or proceeds from the sale of
(i) the Marital Trust Shares will be paid to the Marital Trust, (ii) the
Foundation Shares will be paid to the Foundation, (iii) the 80,000 shares held
by the R. H. Bunzl Trusts will be paid to such trusts, (iv) the 505,892 shares
held by the Walter Bunzl Family Trusts will be paid to such trusts, (v) the
513,540 shares held by the Rudolph Bunzl Family Trusts will be paid to such
trusts and (vi) the 24,174 shares held by the Testamentary Trusts will be paid
to such trusts.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In August 1981, certain lineal descendants of Robert H. Bunzl,
the founder of AFC, and their spouses, including Walter H. Bunzl and Frances B.
Bunzl, entered into a "Memorandum of Understanding and Intent" (the
"Memorandum"). The Memorandum sets forth the understanding of the signatories
thereto that they will consult with each other if possible and act together to
achieve their goals on issues of mutual self-interest with respect to AFC
common stock. In addition, the signatories state their intention that none of
them will dispose of any AFC common stock that may be owned by them without
first obtaining and considering the opinion of the other signatories. The
Memorandum expressly provides, however, that it shall not in any way bind any
signatory to take any particular action with respect to AFC common stock that
may be owned by such signatory.
Mrs. Bunzl and Mr. Kight expressly disavow the creation of any
"group" under Rule 13d-5(b) as a result of the execution of the Memorandum. To
the extent such a group may be deemed to exist, Mrs. Bunzl and Mr. Kight as (i)
members of the trust committee of the Marital Trust, (ii) directors of the
Foundation, (iii) general trustees of the Walter Bunzl Family Trust, and (iv)
members of the trust committees of the Testamentary Trusts, and Mr. Kight as a
general trustee of the Rudolph Bunzl Family Trusts and a trust committee member
of the R. H. Bunzl Trusts, expressly disclaim membership in any such group and
expressly disclaim any additional beneficial ownership of AFC common stock they
may be deemed to have as a result of the existence of such a group.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The following exhibits were filed on February 22, 1989 as part
of the original Schedule 13D filed by Mrs. Bunzl and Mr. Kight:
Exhibit A: Agreement regarding the joint
filing of this Schedule 13D.
<PAGE> 10
Exhibit B: Power of attorney authorizing
Bennett L. Kight to sign this
Schedule 13D and any amendments
thereto on behalf of Frances B. Bunzl.
Exhibit C: Evidence of the qualification of
Frances B. Bunzl and Bennett L. Kight
as Co-Executors of the Estate of
Walter H. Bunzl
Exhibit D: Memorandum of Understanding, dated
August 26, 1981, by and among certain
members of the Bunzl family.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete and
correct.
February 27, 1996 /s/ Bennett L. Kight
------------------------------------
Frances B. Bunzl, as trust committee
member and as trustee, and not
individually, by Bennett L. Kight,
attorney-in fact
February 27, 1996 /s/ Bennett L. Kight
------------------------------------
Bennett L. Kight, as trust committee
member and as trustee, and not
individually
