SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
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 5, 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 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))
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wallace E. Carroll, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF, AF, 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
87,950
8. SHARED VOTING POWER
3,015,791
9. SOLE DISPOSITIVE POWER
87,950
10. SHARED DISPOSITIVE POWER
3,015,791
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
3,103,741
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
34.1%
14. TYPE OF REPORTING PERSON*
IN<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Denis H. Carroll
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
7,898
8. SHARED VOTING POWER
3,112,159
9. SOLE DISPOSITIVE POWER
7,898
10. SHARED DISPOSITIVE POWER
3,112,159
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
3,120,057
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
34.3%
14. TYPE OF REPORTING PERSON*
IN<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Lelia Carroll
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
113,466
8. SHARED VOTING POWER
2,994,009
9. SOLE DISPOSITIVE POWER
113,466
10. SHARED DISPOSITIVE POWER
2,994,009
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
3,107,475
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
34.2%
14. TYPE OF REPORTING PERSON*
IN<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Wallace E. Carroll, Jr. and his descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
2,151
8. SHARED VOTING POWER
2,054,280
9. SOLE DISPOSITIVE POWER
2,151
10. SHARED DISPOSITIVE POWER
2,054,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
2,056,431
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.7%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Denis H. Carroll and his descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
2,151
8. SHARED VOTING POWER
2,054,280
9. SOLE DISPOSITIVE POWER
2,151
10. SHARED DISPOSITIVE POWER
2,054,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
2,056,431
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.7%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Lelia Carroll and her descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
2,151
8. SHARED VOTING POWER
2,054,280
9. SOLE DISPOSITIVE POWER
2,151
10. SHARED DISPOSITIVE POWER
2,054,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
2,056,431
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.7%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Wallace E. Carroll Trust U/A Dated 5/1/58
F/B/O Wallace E. Carroll, Jr. and his descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
372,120
8. SHARED VOTING POWER
2,054,280
9. SOLE DISPOSITIVE POWER
372,120
10. SHARED DISPOSITIVE POWER
2,054,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
2,426,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
26.7%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Wallace E. Carroll Trust U/A Dated 5/1/58
F/B/O Denis H. Carroll and his descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
372,120
8. SHARED VOTING POWER
2,054,280
9. SOLE DISPOSITIVE POWER
372,120
10. SHARED DISPOSITIVE POWER
2,054,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
2,426,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
26.7%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Wallace E. Carroll Trust U/A Dated 5/1/58
F/B/O Lelia Carroll and her descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
372,120
8. SHARED VOTING POWER
2,054,280
9. SOLE DISPOSITIVE POWER
372,120
10. SHARED DISPOSITIVE POWER
2,054,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
2,426,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
26.7%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Lelia H. Carroll Trust U/A Dated 7/12/62
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
216,304
8. SHARED VOTING POWER
431,588
9. SOLE DISPOSITIVE POWER
216,304
10. SHARED DISPOSITIVE POWER
431,588
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
647,892
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
7.1%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Wallace E. Carroll Trust U/A Dated 1/20/61
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
44,486
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
44,486
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
44,486
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Wallace E. and Lelia H. Carroll Trust U/A
Dated 12/15/78
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
21,176
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
21,176
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
21,176
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Wallace E. Carroll, Jr. Trust #1 U/A Dated
12/30/76
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
1,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
1,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Wallace E. Carroll, Jr. Trust #2 U/A Dated
12/30/76
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
774
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
774
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
774
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Wallace E. Carroll Trust U/A Dated 2/1/54
F/B/O
Lelia Carroll
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
2,054,280
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
2,054,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
2,054,280
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.6%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Lelia H. Carroll Trust U/A Dated 3/1/55
F/B/O Lelia Carroll
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
2,054,280
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
2,054,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
2,054,280
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.6%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
CRL, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
2,054,280
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
2,054,280
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
2,054,280
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.6%
14. TYPE OF REPORTING PERSON*
CO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Z Liquidation Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
645,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
645,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
645,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
7.1%
14. TYPE OF REPORTING PERSON*
CO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
LeWa Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
431,558
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
431,588
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
431,588
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.8%
14. TYPE OF REPORTING PERSON*
CO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Carroll Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
40,170
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
40,170
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
40,170
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Gage Partnership, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
7,691
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
7,691
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
7,691
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
PN<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Gage Partnership 1989, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
2,207
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
2,207
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
2,207
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
PN<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Gage Partnership 1990, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
5,272
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
5,272
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
5,272
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
PN<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Gage Partnership 1991, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
5,906
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
5,906
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
5,906
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
PN<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
WEC Partnership, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
16,501
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
16,501
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
16,501
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
PN<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
SIS Partnership, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
19,552
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
19,532
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
19,532
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
PN<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Philip E. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
5,550
8. SHARED VOTING POWER
3,079,858
9. SOLE DISPOSITIVE POWER
5,550
10. SHARED DISPOSITIVE POWER
3,079,858
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
3,085,408
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
34.07%
14. TYPE OF REPORTING PERSON*
IN<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Amelia M. Carroll
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
6,164
8. SHARED VOTING POWER
3,325,454
9. SOLE DISPOSITIVE POWER
6,164
10. SHARED DISPOSITIVE POWER
3,325,454
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
3,331,618
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
36.7%
14. TYPE OF REPORTING PERSON*
IN<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Arthur R. Miller
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
3,000
8. SHARED VOTING POWER
3,801,724
9. SOLE DISPOSITIVE POWER
3,000
10. SHARED DISPOSITIVE POWER
3,801,724
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
3,801,724
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
41.9%
14. TYPE OF REPORTING PERSON*
IN<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Brooke H. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7. SOLE VOTING POWER
1,800
8. SHARED VOTING POWER
2,054,280
9. SOLE DISPOSITIVE POWER
1,800
10. SHARED DISPOSITIVE POWER
2,054,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
2,056,080
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.7%
14. TYPE OF REPORTING PERSON*
IN<PAGE>
AMENDMEN T NO. 17
TO SCHEDULE 13D
This amended 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 Wallace E. Carroll, Denis H. Carroll, Lelia Carroll, 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"), 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"),
CRL, Inc., a Delaware corporation ("CRL"), Z Liquidation
Corporation, a Delaware corporation ("Z Liquidation"), LeWa
Company, an Illinois corporation ("LeWa"), The Carroll Foundation,
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"), WEC Partnership, Ltd., a
Colorado partnership, SIS Partnership, Ltd., a Colorado partnership,
Philip E. Johnson, Jr., Amelia M. Carroll, Arthur R. Miller and
Brooke H. Johnson, pursuant to a Joint 13D Filing Agreement dated
as of September 1, 1992, as amended (collectively, the "Reporting
Persons").
Item 2.Identity and Background
Item 2 is hereby amended as follows:
Pamela C. Crigler has ceased to be Reporting Persons
for purposes of this Amended Statement. The shares formerly
reported as beneficially owned by such Pamela C. Crigler are
reported in this amended statement as beneficially owned by CRL.
Certain information regarding the following
Reporting Persons has changed and is amended as follows:
A. Philip E. Johnson
a. Philip E. Johnson
b. c/o Bennington, Johnson, Ruttum & Reeve
370 17th Street, Suite 2480
Denver, Colorado 80202
c. Chairman of the Board, Katy Industries,
Inc. and
Partner with Bennington, Johnson, Ruttum
& Reeve,
Attorneys at Law, 370 17th Street, Suite
2480,
Denver, Colorado 80202
d. Negative
e. Negative
f. United States Citizen
B. The Lelia H. Carroll Trust U/A Dated 7/12/62
a. The Lelia H. Carroll Trust U/A Dated
7/12/62
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
c. Not Applicable
d. Negative
e. Negative
f. Illinois
C. The Wallace E. Carroll Trust U/A Dated 1/20/61
a. The Wallace E. Carroll Trust U/A Dated 1/20/61
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
D. The Wallace E. and Lelia H. Carroll Trust U/A
Dated 12/15/78
a. The Wallace E. and Lelia H. Carroll Trust
U/A Dated 12/15/78
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
E. The Wallace E. Carroll, Jr. Trust Number 1 U/A
Dated 12/30/76
a. The Wallace E. Carroll, Jr. Trust Number 1
U/A Dated 12/30/76
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
F. The Wallace E. Carroll, Jr. Trust Number 2 U/A
Dated 12/30/76
a. The Wallace E. Carroll, Jr. Trust Number 2 U/A
Dated 12/30/76
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
G. CRL, Inc.
a. CRL, Inc.
b. State of Incorporation: Delaware
c. Principal Business: A diversified holding company
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
d. Negative
e. Negative
Executive Officers & Directors of CRL, Inc.
Jonathan Johnson
a. Jonathan Johnson (President, Chief
Financial Officer and Secretary)
b. CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
c. Vice President, Chief Financial Officer and
Secretary of CRL, Inc.
d. Negative
e. Negative
f. United States Citizen
Wallace E. Carroll, Jr. (Chairman, Director
and Vice President)
(information previously provided)
Lelia Carroll (Vice Chairman, Vice
President and Director)
(information previously provided)
H. The Carroll Foundation
a. The Carroll Foundation
b. c/o CRL, Inc.
6300 South Syracuse, Suite 300
Englewood, Colorado 80111
c. Not applicable
d. Negative
e. Negative
f. Colorado
I. Z Liquidation Corporation
a. Z Liquidation Corporation
b. State of Incorporation: Illinois
c. Principal Business: holding company
6300 S. Syracuse, Suite 300
Englewood, CO 80111
d. Negative
e. Negative
Executive Officers and Directors of Z Liquidation
Corporation
Jonathan Johnson
a. Jonathan Johnson (President, Chief Financial
Officer and Secretary)
b. CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
c. Vice President, Chief Financial
Officer and Secretary of CRL, Inc.
d. Negative
e. Negative
f. United States Citizen
Wallace E. Carroll, Jr. (Chairman, Director
and Vice President)
(information previously provided)
Lelia Carroll (Vice Chairman, Vice
President and Director)
(information previously provided)
J. Arthur R. Miller
a. Arthur R. Miller
b. Holleb & Coff
55 East Monroe Street, Suite 4100
Chicago, Illinois 60603-5896
c. Partner, Holleb & Coff Attorneys at Law
55 East Monroe Street, Suite 4100
Chicago, Illinois 60603-5896
d. Negative
e. Negative
f. United States
Item 3.Source of Funds
Item 3 is hereby amended as follows:
The source of funds to be used by Wallace E. Carroll,
Jr. to make the payments to certain of the other Reporting Persons
described in Item 6 of this amended statement or to consummate the
purchases described in Item 4 of this amended statement may be Mr.
Carroll's personal funds, proceeds received from the Reorganization
(as defined in Item 4 below), loans from CRL or the assets of certain
trusts for the benefit of Mr. Carroll and his descendants.
Item 4.Purpose of Transaction
Item 4 is hereby amended as follows:
Members of the family of Wallace E. Carroll, certain
trusts formed for their benefit and the benefit of their descendants
and certain entities controlled by them (the "Carroll Family"), which
includes all of the Reporting Persons, are presently reorganizing
their jointly held assets (the "Reorganization"). The Reorganization
is expected to be completed later in 1995 with various aspects of the
Reorganization to be effective as of January 1, 1995. As part of the
Reorganization, it is expected that certain Shares held by certain of
the Reporting Persons will be transferred to other Reporting Persons
or otherwise sold in open market transactions as described below.
Transfers of Shares to other Reporting Persons will be in exchange
for various jointly held Carroll Family assets, including interests of
the Carroll Family in both public and private companies, certain real
estate, aircraft, locomotives and notes receivable and payable.
The Reporting Persons anticipate that pursuant to the
Reorganization all Shares presently held by CRL and LeWa will
become beneficially owned by Wallace E. Carroll, Jr. and certain
trusts for his benefit and the benefit of his descendants (the "WEC
Jr. Trusts"). As a result, such Shares will cease to be beneficially
owned by Lelia Carroll, Denis H. Carroll or Barry J. Carroll, who
together with Wallace E. Carroll, Jr., are the four children of
Wallace E. Carroll and Lelia H. Carroll. Lelia Carroll, Barry J.
Carroll and Denis H. Carroll previously resigned as directors of the
Company. Wallace E. Carroll, Jr. continues to serve on the Board
of Directors of the Company. Arthur R. Miller and Philip E.
Johnson, who are also Reporting Persons, also continue to serve on
the Board of Directors of the Company.
Upon consummation of the Reorganization, Wallace
E. Carroll, Jr. is expected to continue to beneficially own
approximately 34.1% of the outstanding Shares. In connection with
or following the Reorganization, Wallace E. Carroll, Jr. may seek to
increase his beneficial holdings up to approximately 40% of the
outstanding Shares by acquiring additional Shares from the other
members of the Carroll Family or by acquiring additional Shares in
open market transactions. Such acquisitions may be accomplished
by Wallace E. Carroll, Jr., in his individual capacity, by the WEC Jr.
Trusts or by entities controlled by Wallace E. Carroll, Jr. or such
trusts, including CRL. Wallace E. Carroll, Jr. has also entered into
certain agreements with other Carroll Family members relating to
the purchase and sale of Shares held by them as described under
Item 6 of this amended statement.
In connection with the Reorganization, the Reporting
Persons anticipate that the remaining Shares not beneficially owned
by Wallace E. Carroll, Jr. will continue to be held by the Reporting
Persons holding such Shares for investment except as described
below.
In connection with the Reorganization, Lelia Carroll
has indicated that she may from time to time seek to sell Shares
beneficially owned by her. Such sales may be to Wallace E. Carroll,
Jr., the WEC Jr. Trusts or to entities controlled by Wallace E.
Carroll, Jr. or such trusts pursuant to the agreements described under
Item 6 to this amended statement. Such sales may also be in open
market transactions commencing after the filing of this amended
statement.
Item 5.Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its
entirety as follows:
The information regarding sole and shared beneficial
ownership of Shares, the number of such Shares and related
percentage ownership for each of the Reporting Persons is
incorporated herein by reference to the cover pages to this amended
statement.
As of the date of this amended statement, the
Reporting Persons beneficially own 4,192,998 Shares in the
aggregate, or 46.2% of the 9,076,387 outstanding Shares of the
Company as of the date of this amendment. Such beneficial
ownership does not include 97,226 Shares held by trusts for the
benefit of Barry J. Carroll and his descendants, 55,121 Shares held
by The Marital Trust formed under the Will of Wallace E. Carroll,
53,598 Shares held by the Estate of Wallace E. Carroll or 8,473
Shares held by Lelia H. Carroll, none of whom are Reporting
Persons for purposes of this amended statement. Such beneficial
ownership also does not include 11,474 Shares held by the children
of Wallace E. Carroll, Jr. and 10,884 Shares held by the children of
Denis H. Carroll, all of whom are no longer minor children and are
not included in this amended statement as Reporting Persons.
Wallace E. Carroll, Jr. solely beneficially owns
87,950 Shares held directly and may be deemed to share beneficial
ownership of 6,164 Shares directly held by his wife, Amelia Carroll.
The WEC Jr. Trusts collectively hold 467,088 Shares. As a trustee
of such trusts, Wallace E. Carroll, Jr. may be deemed to share
beneficial ownership of the Shares held by the WEC Jr. Trusts.
Other trustees of certain of the WEC Jr. Trusts include Amelia
Carroll, Arthur R. Miller, Philip E. Johnson, John P. Corvino and
Robert E. Kolek. As a trustee of the Carroll Foundation, a private
foundation (the "Carroll Foundation"), Wallace E. Carroll, Jr. may
be deemed to share beneficial ownership of 40,170 Shares held by
such foundation. As the sole general partner of the WEC
Partnership, Ltd., Wallace E. Carroll, Jr. may be deemed to
beneficially own 16,501 Shares held by such partnership. Wallace
E. Carroll, Jr. may also be deemed to share beneficial ownership of
the Shares held by CRL and LeWa described below.
Denis H. Carroll solely beneficially owns 7,898
Shares held directly. Various Carroll Family trusts for the benefit of
Denis H. Carroll and his descendants (the "DHC Trusts")
collectively hold 471,496 Shares. As a trustee of such trusts, Denis
H. Carroll may be deemed to share beneficial ownership of the
Shares held by the DHC Trusts. Other trustees of certain of the
DHC Trusts include Arthur R. Miller and Paul L. Whiting. As a
trustee of the Carroll Foundation, Denis H. Carroll may be deemed
to share beneficial ownership of 40,170 Shares held by such
foundation. As a general partner of the Gage Partnership 1991, Ltd.
("Gage 91"), Denis H. Carroll may be deemed to beneficially own
the 5,906 Shares held by Gage 91. Denis H. Carroll may also be
deemed to share beneficial ownership of the Shares held by CRL and
LeWa described below. Denis H. Carroll is also a trustee of the
Marital Trust created under the Will of Wallace E. Carroll (the
"Marital Trust") and an administrator of the Wallace E. Carroll
Estate (the "Estate") and may be deemed to share beneficial
ownership of the 55,121 and 53,598 Shares, respectively, held by the
Marital Trust and the Estate.
Lelia Carroll solely beneficially owns 93,934 Shares
held directly. Various Carroll Family trusts for the benefit of Lelia
Carroll and her descendants (the "LC Trusts") collectively hold
467,971 Shares. As a trustee of such trusts, Lelia Carroll may be
deemed to share beneficial ownership of the Shares held by the LC
Trusts. Other trustees of certain of the LC Trusts include Amelia
Carroll, Philip E. Johnson, Jonathan P. Johnson, Arthur R. Miller,
John P. Corvino, Robert E. Kolek, Allen P. Lev and Brooke
Johnson. As a trustee of the Carroll Foundation, Lelia Carroll may
be deemed to share beneficial ownership of 40,170 Shares held by
such foundation. As the sole general partner of the SIS Partnership,
Ltd., Lelia Carroll may be deemed to beneficially own 19,532 Shares
held by such partnership. Lelia Carroll may also be deemed to share
beneficial ownership of the Shares held by CRL and LeWa described
below.
CRL beneficially owns 2,054,280 Shares. Of such
Shares, 645,000 are held by CRL's wholly owned subsidiary, Z
Liquidation. Certain of the WEC Jr. Trusts, LC Trusts, DHC Trusts
and BJC Trusts and Wallace E. Carroll, Jr., Lelia Carroll and the
Estate hold all of the outstanding stock of CRL and may be deemed
to share beneficial ownership of the Shares owned by CRL. LeWa
holds 431,588 Shares. Barry J. Carroll, Denis H. Carroll, Wallace
E. Carroll, Jr., Lelia Carroll and certain of the WEC, Jr. Trusts, LC
Trusts, DHC Trusts and BJC Trusts hold all of the outstanding
common stock of LeWa and may be deemed to share beneficial
ownership of the Shares held by LeWa. Upon consummation of the
Reorganization referred to in amended Item 4, it is expected that
Wallace E. Carroll, Jr. and the WEC Jr. Trusts will beneficially own
all of the Katy Shares held by CRL and LeWa and that Lelia Carroll,
Denis H. Carroll and Barry J. Carroll and their related trusts will
cease to beneficially own a portion of such Shares.
Philip E. Johnson solely beneficially owns 5,550
Shares held directly. As a general partner of the Gage Partnership,
Ltd., Gage Partnership 1989, Ltd. and Gage Partnership 1990, Ltd.,
and Gage 91, Mr. Johnson may be deemed to share beneficial
ownership of the 7,691, 2,207, 5,272 and 5,906 Shares, respectively,
held by such partnerships. Mr. Johnson is a trustee of certain of the
WEC Jr. Trusts holding 1,774 Shares and certain of the LC Trusts
holding 467,971 Shares and, accordingly, may be deemed to share
beneficial ownership of such Shares. Mr. Johnson also is a trustee
of the Marital Trust and an administrator of the Estate and may be
deemed to share beneficial ownership of the Shares held by such
entities. As a result of his position as trustee of certain of the LC
Trusts which are stockholders of CRL and LeWa, Mr. Johnson may
also be deemed to share beneficial ownership of the Shares held by
CRL and LeWa.
Arthur R. Miller solely beneficially owns 3,000
Shares held directly. Mr. Miller is a trustee of various WEC Jr.
Trusts, LC Trusts and DHC Trusts collectively holding 1,312,856
Shares and, accordingly, may be deemed to share beneficial
ownership of such Shares with the other trustees of such trusts. Mr.
Miller, as a result of his position as trustee of certain of the
WEC Jr.Trusts, LC Trusts and DHC Trusts, may also be deemed to share
beneficial ownership of 2,485,868 Shares in the aggregate held by
CRL and LeWa. Mr. Miller disclaims beneficial ownership of all
Shares owned by the WEC, Jr. Trusts, LC Trusts, DHC Trusts, CRL
and LeWa.
The 61 Trust and 62 Trust have each been subdivided
into four subtrusts for the benefit of Wallace E. Carroll, Jr.,
Denis H.Carroll, Lelia Carroll and Barry J. Carroll. The 78 Trust
has been subdivided into 17 subtrusts also for the benefit of the
descendants of such persons. The 76 Trust Number 1 and 76 Trust Number 2
have each been subdivided into four subtrusts for the benefit of the
children of Wallace E. Carroll, Jr. The Shares reported as
beneficially owned on the cover pages to this amended statement for
each of the individual Reporting Persons includes only their pro rata
portion of Shares held by such trusts based upon the terms of the
foregoing subdivision.
The Reporting Persons anticipate that in connection
with the Reorganization the Carroll Foundation will be subdivided
into three separate foundations controlled by Wallace E. Carroll, Jr.,
Denis H. Carroll and Lelia Carroll, respectively. Upon such
subdivision the Shares beneficially owned by the Carroll Foundation
will become beneficially owned on a pro rata basis by such persons
in accordance with the terms of such subdivision.
In accordance with Item 5 of Schedule 13D,
information concerning certain of the trustees of the various Carroll
Family trusts referred to above not previously disclosed in this
statement is as follows:
a. John P. Corvino
b. CRL Industries, Inc.
2345 Waukegan Road
Suite South 200
Bannockburn, IL 60015
c. General Counsel
d. Negative
e. Negative
f. United States Citizen
a. Robert E. Kolek
b. Holleb & Coff
55 East Monroe Street, Suite 4100
Chicago, IL 60603-5896
c. Partner, Holleb & Coff
55 East Monroe Street, Suite 4100
Chicago, IL 60603-5896
d. Negative
e. Negative
f. United States Citizen
a. Allen P. Lev
b. Holleb & Coff
55 East Monroe Street, Suite 4100
Chicago, IL 60603-5896
c. Partner, Holleb & Coff
55 East Monroe Street, Suite 4100
Chicago, IL 60603-5896
d. Negative
e. Negative
f. United States Citizen
Item 6.Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 is hereby amended as follows:
Pursuant to the Reorganization described in Item 4
above, members of the Carroll Family have terminated, effective
May 15, 1995, the Stock Purchase Agreement by and among various
Carroll Family members as previously described under Item 6 of this
statement. Such agreement contained various restrictions on the
transfer of Shares by such persons as previously described under
Item 6 of this statement.
In connection with the Reorganization and to memorialize
certain informal arrangements initially discussed by the Reporting
Persons in late 1993 and early 1994, Wallace E. Carroll, Jr. has
agreed to guaranty Denis H. Carroll, Lelia Carroll and Barry J.
Carroll and certain trusts for their benefit and the benefit of
their descendants that if any of such persons or trusts desires to
sell certain Shares held by such person or trusts to a third
party or in open market transactions, such person or trusts shall
receive at least $11.10 per Share. If such transaction is at a
price less than $11.10 per Share, Wallace E. Carroll, Jr. has agreed
to pay such persons or trusts the difference between $11.10 and the
sales price. Upon agreement of the parties, Wallace E. Carroll, Jr.
may directly purchase the Shares subject to the foregoing guaranty
from such persons or trusts. Approximately 1,104,067 Shares held
by such persons and trusts are subject to the foregoing agreement.
The definitive terms of the foregoing arrangements are
subject to negotiation of the definitive agreements setting forth
the terms of the Reorganization. Upon final execution, such
agreements will be filed as exhibits to this amended statement.
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 6, 1995
By: /s/ Philip E. Johnson
___________________________________
Philip E. Johnson, signing in
his individual capacity and
as attorney-in-fact for the
Reporting Persons.
