SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
Katy Industries, Inc.
(Name of Issuer)
Common Stock, One Dollar ($1.00) par value
(Title of Class of Securities)
486026107
(CUSIP Number)
Philip E. Johnson, Esq.
Bennington, Johnson, Ruttum & Reeve
370 17th Street, Suite 2480
Denver, Colorado 80202
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 1994
(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 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).
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE>
AMENDMENT NO. 15
TO SCHEDULE 13D
This statement relates to the Common Stock, $1.00 par
value per share (the "Shares"), of Katy Industries, Inc. (the
"Company"). This statement is being filed in accordance with
Item 101(a)(2)(i) of Regulation S-T promulgated by the Securities
and Exchange Commission in connection with the Commission's
Electronic Data Gathering, Analysis and Retrieval system
("EDGAR").
This restated and amended statement on Schedule 13D is
jointly filed by Denis H. Carroll, Philip E. Johnson, Wallace E.
Carroll, Jr., Lelia Carroll, The Wallace E. Carroll Trust U/A
Dated 2/1/54 F/B/O Lelia Carroll (the "LC '54 Trust"), The Lelia
H. Carroll Trust U/A Dated 3/1/55 F/B/O Lelia Carroll (the "LC
'55 Trust"), The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O
Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '57
Trust"), The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O
Denis H. Carroll and his descendants (the "DHC '57 Trust"), The
Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Lelia Carroll and
her descendants (the "LC '57 Trust"), The Wallace E. Carroll
Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his
descendants (the "WEC Jr. '58 Trust"), The Wallace E. Carroll
Trust U/A Dated 5/1/58 F/B/O Denis H. Carroll and his descendants
(the "DHC '58 Trust"), The Wallace E. Carroll Trust U/A Dated
5/1/58 F/B/O Lelia Carroll and her descendants (the "LC '58
Trust"), The Lelia H. Carroll Trust U/A Dated 7/12/62 (the "'62
Trust"), The Wallace E. Carroll Trust U/A Dated 1/20/61 (the "'61
Trust"), The Wallace E. and Lelia H. Carroll Trust U/A Dated
12/15/78 (the "'78 Trust"), The Wallace E. Carroll, Jr. Trust
Number 1 U/A Dated 12/30/76 (the "'76 Trust Number 1"), The
Wallace E. Carroll, Jr. Trust Number 2 U/A Dated 12/30/76 (the
"'76 Trust Number 2"), CRL, Inc., a Delaware corporation ("CRL"),
The Wallace E. Carroll Estate, The Carroll Foundation, Lelia H.
Carroll, Pamela C. Crigler, Gage Partnership, Ltd., a Colorado
limited partnership ("Gage Ltd."), Gage Partnership 1989, Ltd., a
Colorado limited partnership ("Gage 1989"), Gage Partnership
1990, Ltd., a Colorado limited partnership ("Gage 1990"), Gage
Partnership 1991, Ltd., a Colorado limited partnership ("Gage
1991"), Z Liquidation Corporation, an Illinois corporation, LeWa
Company, an Illinois corporation ("LeWa"), Amelia M. Carroll,
Arthur R. Miller, Brooke H. Johnson, the Marital Trust Created
Under the Will of Wallace E. Carroll (the "Marital Trust"), WEC
Partnership, Ltd., a Colorado partnership, and SIS Partnership,
Ltd., a Colorado partnership, pursuant to a Joint 13D Filing
Agreement dated as of September 1, 1992, as amended
(collectively, the "Reporting Persons").
Page 2 of 7 Pages
<PAGE>
Item 4. Purpose of Transaction
Item 4 is hereby amended as follows:
On June 20, 1994, the Company issued a press release,
filed as Exhibit OO to this amended statement, announcing that
the Delaware Court of Chancery denied Pensler Capital Partners'
and Herbert Mendel's application for a preliminary injunction
seeking, among other things, an order requiring the Board of
Directors to grant an option to Pensler to acquire 20% of the
Company's Shares. The text of such press release is incorporated
herein in its entirety by reference.
On June 29, 1994, the Company issued a press release,
filed as Exhibit PP to this amended statement, announcing the
restructuring of the Company's Board of Directors and the payment
of a special cash dividend of $14 per Share. Pursuant to the
restructuring of the Board, the Company's bylaws were amended to
remove the staggered term structure and the Board adopted a
resolution establishing the size of the Board at twelve members
each serving annual terms. In connection with the restructuring
of the Board, five members of the Board resigned, Philip E.
Johnson was elected Chairman and John R. Prann, Jr. was elected
to the Board to fill an existing vacancy. The text of the
Company's June 29, 1994 press release is incorporated herein in
its entirety by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended as follows:
Exhibit OO - Katy Industries, Inc. Press Release
dated June 20, 1994.
Exhibit PP - Katy Industries, Inc. Press Release
dated June 29, 1994.
Page 3 of 7 Pages
<PAGE>
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: June 29, 1994
By: /s/ Philip E. Johnson
___________________________________
Philip E. Johnson, signing in his
individual capacity and as
attorney-in-fact for the Reporting
Persons.
Page 4 of 7 Pages
<PAGE>
EXHIBIT OO
KATY INDUSTRIES, INC.
ANNOUNCES DECISION OF DELAWARE COURT
ELGIN, IL June 20, 1994 -- Katy Industries, Inc. (NYSE)
announced today that the Delaware Court of Chancery on Friday,
June 17, 1994 denied Pensler Capital Partners' and Herbert
Mendel's (Plaintiffs) application for a preliminary injunction.
Plaintiffs sought in their action against Katy an order
(a) requiring the board of directors of Katy to grant an option
to buy 20% of its stock to a third party for the primary purpose
of diluting the voting power of an existing control block of
stock, (b) requiring Katy to negotiate with Pensler,
(c) prohibiting the voting of certain shares acquired on the
market by certain members of the Carroll family, (d) prohibiting
Katy from making certain payments, and (e) prohibiting Katy from
distributing the $14.00 per share special dividend recommended to
the Board of Directors by a Special Committee in March 1994.
Katy stated that the Court held in part "that the radical
step of granting stock for the primary purpose of affecting the
outcome of a shareholder vote or tender could be justified under
some set of circumstances, I can see here no overreaching or
palpable breach of fiduciary duty by a controlling shareholder
that might justify such a protective reaction". The Court also
held in part "concluding as I do above, it follows that
plaintiffs have shown no gross abuse in the declaration of the
special dividend, nor have plaintiffs shown any other ground for
the grant of preliminary injunction at this time".
Katy is currently studying the decision in detail and plans
on reviewing its options in a Board of Directors meeting to be
held in the near future. Katy had stated in a previous press
release that "the Board of Directors has determined to address
the declaration and payment of the special dividend promptly
after a ruling by the Court not prohibiting the dividend".
Katy Industries, Inc. is a diversified corporation with
interests in industrial machinery, industrial components and
consumer products.
Company contact:
Paul Kurowski, Chief Financial Officer, In Elgin at (312) 379-
1121
Page 5 of 7 Pages
<PAGE>
EXHIBIT PP
KATY INDUSTRIES, INC.
SPECIAL COMMON STOCK DIVIDEND
OF $14.00 PER SHARE DECLARED
ELGIN, IL June 29, 1994 -- Katy Industries, Inc. (NYSE)
announced today that its Board of Directors, at a Special Meeting
held earlier today, declared a special cash dividend of $14.00
per share on Katy's Common Stock, payable August 19, 1994 to
stockholders of record at the close of business on July 22, 1994.
Action on the special dividend, which had initially been
recommended to the Board by a special committee on March 8, 1994,
had been deferred until the Delaware Court of Chancery ruled on
Pensler Capital Partners and Herbert Mendel's application for a
preliminary injunction. As previously reported, the Delaware
Court of Chancery on Friday, June 17, 1994 denied the application
for a preliminary injunction. Katy stated that the dividend will
be taxable as ordinary income.
Katy also announced the adoption of resolutions
restructuring the company's Board of directors. The resolutions
amended the company's by-laws eliminating the staggered term
structure of the Board and reduced the size of the Board from
fifteen to twelve members.
The 1994 Annual Meeting of Katy Stockholders will be held at
the Corporate Offices of Katy, 853 Dundee Avenue, Elgin, Illinois
at 1:00 PM local time on August 23, 1994. Stockholders of record
at the close of business on July 22, 1994 are entitled to notice
of and to vote at the Annual Meeting. At the Annual Meeting,
stockholders will be asked to vote on the election of directors
to serve one-year terms.
Page 6 of 7 Pages
<PAGE>
KATY INDUSTRIES INC.
Page 2
Katy stated that Jacob Saliba, who retired as Chief
Executive Officer last December, resigned as Chairman but will
continue to serve on the Board. Phillip E. Johnson, a director
and member of the Executive Committee of Katy, was elected as
Chairman to succeed Mr. Saliba.
Katy further announced that Doyle G. Berry, Barry J.
Carroll, C. Felix Harvey, J. Stuart Hunt and Reginald N. Whitman
resigned in order to facilitate the restructuring of the Board.
John R. Prann, Jr., Katy's President and Chief Executive Officer,
was appointed a member of the Board.
Katy also announced the relocation of its Corporate Offices
from Elgin, Illinois to Denver, Colorado effective September 1,
1994.
Mr. Prann said the company was grateful to Mr. Saliba for
his distinguished service as Chairman and to the resigning
directors for their contributions to Katy. Mr. Prann added that,
as previously announced, management intends to pursue strategic
acquisitions and alliances to grow the company's existing
businesses.
Katy Industries, Inc. is a diversified corporation with
interests in Industrial machinery, industrial components and
consumer products.
Company contact:
Paul Kurowski, Chief Financial Officer, In Elgin at (312) 379-
1121
Page 7 of 7 Pages
