<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Katy Industries, Inc.
(Name of Issuer)
Common Stock, One Dollar ($1.00) par value
(Title of Class of Securities)
486026107
(CUSIP Number)
John P. Corvino, Esq.
CRL Industries, Inc.
2345 Waukegan Road
Suite S-200
Bannockburn, Illinois 60015
(847) 940-1500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 29, 1996
(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. [x] (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 13 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.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
603,348
9. SOLE DISPOSITIVE POWER
7,898
10. SHARED DISPOSITIVE POWER
603,348
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
611,246
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.10%
14. TYPE OF REPORTING PERSON
IN
Page 2 of 13 Pages
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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 D.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
0
9. SOLE DISPOSITIVE POWER
2,151
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,151
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.02%
14. TYPE OF REPORTING PERSON
OO
Page 3 of 13 Pages
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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 D.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
0
9. SOLE DISPOSITIVE POWER
372,120
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
372,120
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.33%
14. TYPE OF REPORTING PERSON
OO
Page 4 of 13 Pages
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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
3,389,529
9. SOLE DISPOSITIVE POWER
3,000
10. SHARED DISPOSITIVE POWER
3,257,752
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,392,529
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
14. TYPE OF REPORTING PERSON
IN
Page 5 of 13 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul L. Whiting
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
0
8. SHARED VOTING POWER
471,496
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
471,496
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
471,496
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14. TYPE OF REPORTING PERSON
IN
Page 6 of 13 Pages
<PAGE> 7
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, $1.00 par
value per share (the "Shares"), of Katy Industries, Inc. (the "Company"), whose
principal executive offices are located at 6300 South Syracuse Way, Suite 300,
Englewood, Colorado 80111.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is jointly filed by D.H. Carroll, The Wallace E.
Carroll Trust U/A dated 7/1/57 F/B/O D.H. Carroll and his descendants (the "DHC
'57 Trust"), The Wallace E. and Lelia H. Carroll Trust U/A dated 5/1/58 F/B/O
D.H. Carroll and his descendants (the "DHC '58 Trust"), Arthur R. Miller and
Paul L. Whiting (collectively, the "Reporting Persons").
Each of the Reporting Persons, other than Mr. Whiting (who reports in
his capacity as trustee) has previously filed a statement on Schedule 13D
reporting beneficial ownership of more than five percent (5%) of the class of
securities described in Item 1, and has filed no amendment subsequent thereto
reporting beneficial ownership of five percent (5%) or less of such class.
However, such statements have heretofore been jointly filed with other
reporting persons. In order to separately state the ownership interests of the
Reporting Persons herein, this statement on Schedule 13D is filed jointly by
those Reporting Persons in the form of an initial filing on Schedule 13D, but
is, in fact, a continuation of the information contained in the Schedule 13D
initially filed on behalf of The Wallace E. Carroll Family on January 15, 1992,
as thereafter amended from time to time, through Amendment No. 19, dated March
13, 1996.
The following information is provided regarding each of the Reporting
Persons:
A. D.H. Carroll
a. D.H. Carroll
b. CRL Industries, Inc.
2345 Waukegan Road, Suite S-200
Bannockburn, Illinois 60015-1528
c. Chief Executive Officer and Chairman of CRL
Industries, Inc.
d. Negative
e. Negative
f. United States Citizen
B. The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O D.H.
Carroll and his descendants
a. The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O
D.H. Carroll and his descendants
b. c/o CRL Industries, Inc.
2345 Waukegan Road, Suite S-200
Bannockburn, Illinois 60015-1528
c. Not applicable
d. Negative
Page 7 of 13 Pages
<PAGE> 8
e. Negative
f. Illinois
C. The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58
F/B/O D.H. Carroll and his descendants
a. The Wallace E. and Lelia H. Carroll Trust U/A Dated
5/1/58 F/B/O D.H. Carroll and his descendants
b. c/o CRL Industries, Inc.
2345 Waukegan Road, Suite S-200
Bannockburn, Illinois 60015-1528
c. Not applicable
d. Negative
e. Negative
f. Illinois
D. 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
E. Paul L. Whiting
a. Paul L. Whiting
b. Spalding & Evenflo Companies, Inc.
601 South Harbor Island Boulevard
Tampa, Florida 33630-3101
c. President and Chief Operating Officer of
Spalding & Evenflo Companies, Inc.
d. Negative
e. Negative
f. United States
ITEM 3. SOURCE OF FUNDS.
Not applicable.
Page 8 of 13 Pages
<PAGE> 9
ITEM 4. PURPOSE OF TRANSACTION.
Effective February 29, 1996, a realignment of ownership interests (the
"Reorganization") was consummated among members of the Wallace E. Carroll
Family (the "Carroll Family") for purposes of distributing or allocating the
jointly held assets of the Carroll Family to the individual members of the
Carroll Family, trusts for their benefit or the benefit of their descendants,
or entities controlled by them. As a result of the Reorganization, as
described in Item 5 below, the DHC Family Stockholders (as defined below)
transferred or relinquished their interests in certain jointly owned entities
to other Carroll Family members, thereby significantly decreasing their
beneficial ownership of certain Shares previously reported as jointly
beneficially owned by members of the Carroll Family.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
This statement is filed with respect to Shares of the Company in which
any of the Reporting Persons have or share voting and investment power. All of
the information is presented as of the consummation of the Reorganization.
Following the Reorganization, Arthur R. Miller continues to serve as trustee of
certain trusts, not only for the benefit of DHC Family Stockholders, but also
for the benefit of other members of the Carroll Family, which trusts, in the
aggregate own 3,389,529 Shares, which represent 39.5% of the outstanding
Shares. The 471,496 Shares owned by Mr. Miller in a fiduciary capacity for the
benefit of DHC Family Stockholders represent 5.5% of the Shares outstanding as
of the date of the Reorganization. Information concerning the number and
percentage of Shares beneficially owned by each of the Reporting Persons is set
forth on the cover pages of this statement, which are incorporated herein by
this reference in their entirety. The aggregate 611,246 Shares owned by or for
the benefit of DHC Family Stockholders represent approximately 7.1% of the
Shares outstanding as of the date of the Reorganization. Additional
information concerning the nature of the beneficial ownership of Shares of the
Reporting Persons is set forth below.
In connection with the Reorganization, CRL, Inc. ("CRL") redeemed all
of the common stock of CRL held by the DHC Family Stockholders in exchange for
cash and/or assets. As a result, the DHC Family Stockholders and the Reporting
Persons (other than Arthur R. Miller, as trustee) are no longer deemed to
beneficially own the shares of the Company held by CRL. Also in connection
with the Reorganization, LeWa Company ("LeWa"), which was previously a
Reporting Person under the joint Schedule 13D filing initially filed on behalf
of the Wallace E. Carroll Family on January 15, 1992, as amended, redeemed all
of its common stock other than that held by the DHC Family Stockholders. As
part of the consideration for the redemption of LeWa common stock, 303,784 and
108,525 shares of the Company, respectively, were distributed to Wallace E.
Carroll, Jr. and the Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Wallace E.
Carroll, Jr. and his descendants. Also in connection with the Reorganization,
LeWa sold directly to CRL 19,279 shares of the Company at a purchase price of
$11.10 per share. These transactions left no shares of the Company remaining
in LeWa or its subsidiaries after the Reorganization.
D.H. Carroll solely beneficially owns 7,898 Shares held directly.
Various trusts for the benefit of D.H. Carroll and his descendants (the "DHC
Trusts") collectively hold 471,496 Shares. As a trustee of such trusts, D.H.
Carroll may be deemed to share beneficial ownership of the Shares held by the
DHC Trusts. As a trustee of the Holden Foundation, D.H. Carroll may be deemed
to share beneficial ownership of the 2,057 Shares held by that foundation. An
investment partnership,
Page 9 of 13 Pages
<PAGE> 10
of which D.H. Carroll is a general partner, owns 21,076 Shares, of which D.H.
Carroll may be deemed a beneficial owner. D.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. The foregoing
individuals and entities are referred to herein as the "DHC Family
Stockholders."
After giving effect to the Reorganization, the DHC Family Stockholders
collectively may be deemed to beneficially own approximately 7.1% of the
outstanding Shares. The DHC Family Stockholders expressly disclaim that they
are acting as a group with any other members of the Carroll Family for purposes
of acquiring, holding or disposing of Shares.
The following table indicates the direct beneficial ownership of each
of the DHC Family Stockholders:
<TABLE>
<CAPTION>
NAME SHARES % OF CLASS
---- ------ ----------
<S> <C> <C>
* D.H. Carroll, an individual resident of the State of
Illinois 7,898 .09%
* The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O D.H.
Carroll and his descendants 2,151 .02
* The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58
F/B/O D.H. Carroll and his descendants 372,120 4.33
The Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O D.H.
Carroll and his descendants 16,301 .19
The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O D.H.
Carroll and his descendants 72,101 .84
The Wallace E. and Lelia H. Carroll Trust U/A Dated
12/15/78 F/B/O the descendants of D.H. Carroll 8,823 .10
DHC Partnership, L.P., an Illinois limited partnership 21,076 .25
The Marital Trust Created Under the Will of Wallace E.
Carroll 55,121 .64
The Wallace E. Carroll Estate 53,598 .62
The Holden Foundation 2,057 .02
------- ----
Total 611,246 7.10%
</TABLE>
- ------------------------
* Reporting Persons
Page 10 of 13 Pages
<PAGE> 11
Arthur R. Miller solely beneficially owns 3,000 Shares held directly.
Mr. Miller is a trustee of various DHC Trusts collectively holding 471,496
Shares and, accordingly, may be deemed to share beneficial ownership of those
Shares with the other trustees of such trusts. Mr. Miller, as a result of his
position as a trustee of the Holden Foundation may be deemed to share
beneficial ownership of the 2,057 Shares held by that entity. Mr. Miller
disclaims beneficial ownership of all Shares owned by the DHC Trusts and the
Holden Foundation.
Paul L. Whiting is a trustee of various DHC Trusts collectively
holding 471,496 Shares and, accordingly, may be deemed to share beneficial
ownership of those Shares with the other trustees of such trusts. Mr. Whiting
disclaims beneficial ownership of all Shares owned by the DHC Trusts.
Effective February 29, 1996, as a result of the Reorganization, the
DHC '57 Trust and the DHC '58 Trust each ceased to be the beneficial owner of
more than five percent (5%) of the Shares, and will hereafter cease to be a
Reporting Person hereunder.
Mr. Miller's record ownership for the benefit of members of the
Carroll Family other than members of the DHC Family Stockholders are described
as follows: Mr. Miller is a trustee of trusts for the benefit of Wallace E.
Carroll, Jr. and his descendants holding 710,633 Shares in the aggregate.
Certain of such trusts are shareholders of CRL and may be deemed to
beneficially own 2,073,559 Shares held by CRL. Mr. Miller is also a trustee
of trusts for the benefit of Lelia Carroll and her descendants holding 131,777
Shares in the aggregate. Mr. Miller has no dispositive powers over those
Shares. Mr. Miller disclaims beneficial ownership of all Shares beneficially
owned by the trusts and other entities described above.
Until otherwise modified, after the date hereof, the reporting
obligations of Mr. Miller and Mr. Whiting as trustees of trusts (or in similar
fiduciary capacities) for the benefit of DHC Family Stockholders, and of Mr.
Miller as trustee of trusts (or in similar fiduciary capacities) for the
benefit of other members of the Carroll Family, may be satisfied by reporting
under this statement as amended from time to time.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The definitive terms of the Reorganization referred to in Item 4 above
are incorporated by reference to the full text of the agreements executed in
connection with the Reorganization and filed as Exhibits A through C hereto as
specified in Item 7.
There are no arrangements or understandings, written or otherwise,
among the persons and entities identified in Item 2 above with respect to the
Shares beneficially owned by such persons. However, certain of the individuals
identified as Reporting Persons are subject to standard provisions governing
the conduct of trustees, administrators and persons performing similar
functions found in the instruments creating and governing the various entities
that they serve in such capacities. Those provisions do not, however, deal
with arrangements among the individuals and entities in their separate
capacities.
Page 11 of 13 Pages
<PAGE> 12
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Put/Call Agreement (previously filed as Exhibit RR to
Amendment No. 19 to Schedule 13D filed by members of
the Wallace E. Carroll Family with respect to the
Common Stock, $1.00 par value per share, of Katy
Industries, Inc. (said Amendment No. 19 is referred
to herein as the "Amendment") and incorporated herein
by this reference, pursuant to Rule 12b-32).
Exhibit B - LeWa Company Redemption and Exchange Agreement
(previously filed as Exhibit TT to the Amendment and
incorporated herein by this reference, pursuant to
Rule 12b-32).
Exhibit C - Purchase Agreement between CRL, Inc. and the LeWa
Company (previously filed as Exhibit UU to the
Amendment and incorporated herein by this reference,
pursuant to Rule 12b-32).
(Signature Page Follows)
Page 12 of 13 Pages
<PAGE> 13
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
each of the undersigned certify that the information set forth in this
statement is true, complete and correct.
Each of the undersigned hereby agrees that this statement is filed on
behalf of each of them pursuant to Rule 13d-1(f), and do hereby make,
constitute and appoint D.H. Carroll their true and lawful attorney-in-fact,
authorized to prepare, execute and file this statement on behalf of the
undersigned.
Dated: May 10, 1996
s/ D.H. Carroll
-------------------------------
D.H. Carroll
The Wallace E. and Lelia H. The Wallace E. Carroll Trust
Carroll Trust U/A Dated U/A Dated 7/1/57 F/B/O D.H.
5/1/58 F/B/O D.H. Carroll Carroll and his descendants
and his descendants
By: s/ D.H. Carroll By: s/ D.H. Carroll
---------------------------- --------------------------
D.H. Carroll, Trustee D.H. Carroll, Trustee
s/ Arthur R. Miller s/ Arthur R. Miller
----------------------------- ---------------------------
Arthur R. Miller, Trustee Arthur R. Miller, Trustee
s/ Paul L. Whiting s/ Paul L. Whiting
----------------------------- ---------------------------
Paul L. Whiting, Trustee Paul L. Whiting, Trustee
s/ Paul L. Whiting s/ Arthur R. Miller
----------------------------- --------------------------
Paul L. Whiting, Individually Arthur R. Miller,
Individually
Page 13 of 13 Pages
