UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
KMS INDUSTRIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
482580 20 6
(CUSIP Number)
Barbara A. Kaye, Esq., DYKEMA GOSSETT PLLC
400 Renaissance Center, Detroit, Michigan 48243-1668
(313) 568-5412
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 16, 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 [].
(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).
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Patrick B. Long
###-##-####
2 Check The Appropriate Box If A Member of a Group*
(a) [ ]
(b) [ ]
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
U.S.A.
7 Sole Voting Power
Number of
Shares 641,319
Beneficially
Owned By 8 Shared Voting Power
Each
Reporting 0
Person
With 9 Sole Dispositive Power
641,319
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
641,319
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares*
13 Percent of Class Represented By Amount In Row (11)
19.4%
14 Type Of Reporting Person*
IN
<PAGE>
This is the fifth amendment to a Statement of Schedule 13D
originally filed with the Securities and Exchange Commission on March 29,
1989 (the "Original Statement") by Patrick B. Long ("Mr. Long") with respect
to the common stock, par value $0.08 per share (the "Common Stock"), of KMS
Industries, Inc. (the "Issuer"). The Original Statement was subsequently
amended on January 18, 1993, on April 7, 1994, November 21, 1994 and on
March 28, 1996.
Item 1. Security and Issuer.
This Statement relates to the Common Stock of the Issuer.
The address of the principal executive office of the Issuer is 101 North
Main, Ann Arbor, Michigan 48106-1778.
Item 2. Identity and Background.
This Statement is filed on behalf of Mr. Long, whose
business address is 101 North Main, Ann Arbor, Michigan 48106-1778. Mr.
Long is Chairman of the Board and Chief Executive Officer of the Issuer.
During the past five years, Mr. Long has not a) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor b)
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws was issued nor in which there
was a finding of any violation with respect to such laws. Mr. Long is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Long purchased the 250,000 at $.18 per share, an
aggregate of $45,000, with his personal funds, including funds from an
entity of which he is the sole shareholder.
Item 4. Purpose of Transaction.
This Schedule 13D reflects a change in beneficial ownership of Mr.
Long resulting from his purchase from the Issuer of 250,000 newly-issued
shares pursuant to a Stock Purchase Agreement, dated March 11, 1996, with
the Issuer (the "Stock Purchase Agreement"). The Stock Purchase Agreement
provided that if a majority of the disinterested shares voted at the Annual
Meeting of Stockholders held on May 16, 1996 were cast against approval of
the stock purchase transaction, the Stock Purchase Agreement would be
rescinded. The stockholder vote on May 16, 1996 did not result in
rescission of the Stock Purchase Agreement. The shares were purchased on
June 16, 1996. With the exception of the options and warrants discussed in
Item 4 to this Schedule 13D, as previously amended, Mr. Long has no plans or
proposals which relate to, or would result in, any actions of the type
specified in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As a result of the acquisition of the 250,000
shares, Mr. Long is the beneficial owner of 641,319 shares of Common Stock
(which includes an aggregate of 345,000 shares which may be acquired
pursuant to presently exerciseable warrants and stock options), or 19.4% of
the Common Stock of the Issuer which would be outstanding after exercise of
the warrants and options.
(b) Mr. Long has sole power to vote, direct the vote,
dispose and direct the disposition of 641,319 shares of Common Stock (which
includes an aggregate of 345,000 shares which Mr. Long would have the power
to vote upon exercise of presently exerciseable warrants and stock options).
Mr. Long's wife has sole power to vote, direct the vote, dispose and direct
the disposition of 125 shares. Mr. Long's minor children own 1,562 shares
and receive the income from such shares although Mrs. Long, as custodian,
shares the power to vote and dispose of such shares with her minor children.
Mr. Long has no voting or dispositive power with respect to, and disclaims
beneficial ownership of, the 1,687 shares owned by his wife and minor
children.
<PAGE>
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
June 17, 1996 /S/ Patrick B. Long
-----------------------------------
Patrick B. Long, Chairman and CEO
