SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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)
August 14, 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*
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
89,950
8. SHARED VOTING POWER
3,150,791
9. SOLE DISPOSITIVE POWER
89,950
10. SHARED DISPOSITIVE POWER
3,150,791
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,240,741
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.7%
14. TYPE OF REPORTING PERSON*
IN
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
66,071
8. SHARED VOTING POWER
2,851,741
9. SOLE DISPOSITIVE POWER
66,071
10. SHARED DISPOSITIVE POWER
2,851,741
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,917,812
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.1%
14. TYPE OF REPORTING PERSON*
IN
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*
PF
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
507,121
8. SHARED VOTING POWER
2,054,280
9. SOLE DISPOSITIVE POWER
507,121
10. SHARED DISPOSITIVE POWER
2,054,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,561,401
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2%
14. TYPE OF REPORTING PERSON*
OO
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
210,321
8. SHARED VOTING POWER
2,054,280
9. SOLE DISPOSITIVE POWER
210,321
10. SHARED DISPOSITIVE POWER
2,054,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,264,601
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%
14. TYPE OF REPORTING PERSON*
OO
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
7,550
8. SHARED VOTING POWER
2,923,608
9. SOLE DISPOSITIVE POWER
7,550
10. SHARED DISPOSITIVE POWER
2,923,608
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,931,158
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
14. TYPE OF REPORTING PERSON*
IN
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
3,298,654
9. SOLE DISPOSITIVE POWER
6,164
10. SHARED DISPOSITIVE POWER
3,298,654
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,304,818
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.4%
14. TYPE OF REPORTING PERSON*
IN
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
3,771,924
9. SOLE DISPOSITIVE POWER
3,000
10. SHARED DISPOSITIVE POWER
3,771,924
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,774,924
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
14. TYPE OF REPORTING PERSON*
IN
AMENDMENT NO. 18
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 3. Source of Funds
Item 3 is hereby amended as follows:
The source of funds used by the WEC Jr. '58 Trust to make the
purchases described in Item 5 of this amended statement was the general
assets of such trust.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended as follows:
The amended information regarding sole and shared beneficial ownership
of Shares of Wallace E. Carroll, Jr., Lelia Carroll, the WEC Jr. '58 Trust,
the LC '58 Trust, Philip E. Johnson, Arthur R. Miller and Amelia M. Carroll
and the related percentage ownership for each of such Reporting Persons is
incorporated herein by reference to the cover pages to this amended statement.
On July 31, 1995, the WEC Jr. '58 Trust purchased 135,000 Shares
from the LC '58 Trust in a private transaction at a purchase price of
$11.10 per Share. The Shares purchased by the WEC Jr. '58 Trust were
subject to the guaranty of $11.10 per share by Wallace E. Carroll, Jr.
previously reported under Item 6 of this statement (the "WEC
Guaranty").
During the past sixty days, Lelia Carroll and the LC '58 Trust
sold the following Shares in market transactions effected on the New
York Stock Exchange:
DATE REPORTING SHARES PRICE
PERSON
7/12/95 Lelia Carroll 3,500 $8.00
7/12/95 Lelia Carroll 50 $8.00
7/13/95 Lelia Carroll 3,013 $7.875
7/14/95 Lelia Carroll 7,000 $8.00
7/17/95 Lelia Carroll 14,300 $8.00
7/27/95 LC '58 Trust 10,000 $8.50
7/28/95 LC '58 Trust 1,900 $8.50
7/28/95 LC '58 Trust 400 $8.50
7/28/95 LC '58 Trust 2,700 $8.50
7/31/95 LC '58 Trust 5,000 $8.75
7/31/95 LC '58 Trust 5,000 $8.75
8/1/95 LC '58 Trust 1,100 $9.125
8/2/95 LC '58 Trust 500 $9.125
8/14/95 LC '58 Trust 200 $9.00
TOTAL 54,663
As a result of the private transaction described above, the
various Carroll Family trusts for the benefit of Wallace E. Carroll, Jr.
and his descendants (the "WEC Jr. Trusts") currently collectively hold
602,088 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 and Philip E. Johnson.
As a result of the market transactions described above,
Lelia Carroll currently solely beneficially owns 66,071 Shares held directly.
As a result of the private transaction and market transactions described
above, the various Carroll Family trusts for the benefit of Lelia Carroll
and her descendants (the "LC Trusts") currently collectively
hold 306,171 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 result of the transactions by the LC '58 Trust described
above, the number of Shares previously reported as beneficially owned by
Philip E. Johnson as trustee of certain of the LC Trusts is reduced to
306,171 Shares. As a result of the transactions by the WEC Jr. '58 Trust
and LC '58 Trust described above, the number of Shares previously
reported as beneficially owned by Arthur R. Miller as trustee of certain
of the WEC Jr. Trusts, LC Trusts and DHC Trusts is reduced to 1,286,056.
Pursuant to the Katy Industries, Inc. Nonemployee Director
Stock Option Plan, on June 9, 1995 Wallace E. Carroll, Jr. and Philip E.
Johnson each received an automatic grant of a nonqualified option to acquire
2,000 Shares at an exercise price of $8.50 per share. Such Shares are
reflected as directly beneficially owned by such persons
on the cover pages to this amended statement.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 is hereby amended as follows:
In connection with the Reorganization previously reported under
Item 4 of this statement and to memorialize certain informal arrangements
initially discussed by the Reporting Persons in late 1993 and early 1994,
CRL agreed to guaranty and indemnify Lelia Carroll and Wallace E. Carroll,
Jr. against certain economic losses incurred by them in connection with
their acquisition of 118,900 Shares each in December 1993 (the "CRL
Guaranty"). Of the Shares reported above as sold by Lelia Carroll
individually, 24,850 Shares are subject to the CRL Guaranty. The remaining
portion of the Shares reported above as sold individually by Lelia Carroll
and all Shares sold by the LC '58 Trust are subject to the WEC Guaranty
previously described under Item 6 of this statement.
The definitive terms of the CRL Guaranty and WEC Guaranty are
subject to negotiation of the definitive agreements setting forth the
terms of the Reorganization. Upon final execution, such guaranties will be
filed as an exhibit 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: August 15, 1995
By: /s/ Philip E. Johnson
____________________________
Philip E. Johnson, signing in his
individual capacity and as attorney-in-fact for the Reporting Persons.
