SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
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)
July 19, 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 4 Pages
<PAGE>
AMENDMENT NO. 16
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 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
Carroll Foundation, 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, 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 4 Pages
<PAGE>
Item 2. Identity and Background
Item 2 is hereby amended as follows:
Lelia H. Carroll, the Marital Trust Created Under the
Will of Wallace E. Carroll and The Wallace E. Carroll Estate
(collectively, the "Former Reporting Persons") have ceased to be
Reporting Persons for purposes of this Amended Statement.
However, all Shares previously reported as directly owned by such
Former Reporting Persons remain subject to the Stock Purchase
Agreement by and among various Carroll Family members and
entities, as previously described under Item 6 of this statement.
Item 4. Purpose of Transaction
Item 4 is hereby amended as follows:
For individual tax planning purposes in connection with
the Company's special cash dividend previously reported under
this Item 4, Wallace E. Carroll, Jr. and Lelia Carroll each
intend to sell 45,050 Shares on the New York Stock Exchange prior
to the close of business on July 22, 1994.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended as follows:
(a) As a result of the matters reported under Item 2
above and after giving effect to the proposed sales reported
under Item 4 above, the Reporting Persons will beneficially own
in the aggregate 4,293,056 Shares or approximately 47.6% of the
outstanding Shares.
Page 3 of 4 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: July 19, 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 4 Pages
