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Schedule 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
LAWTER INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
520786 10 4
(CUSIP Number)
Steven E. Ducommun
Bell, Boyd & Lloyd
70 West Madison Street, Suite 3300
Chicago, IL 60602 (312) 372-1121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 8, 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).
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SCHEDULE 13D
CUSIP No. 520786 10 4
1 NAME OF REPORTING PERSON: James D. Terra
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not applicable
a ( ) b ( )
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): ( ) None
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 13,883,825
8 SHARED VOTING POWER: 0
9 SOLE DISPOSITIVE POWER: 13,883,825
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 13,883,825
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 30.80%
14 TYPE OF REPORTING PERSON: IN
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INTRODUCTION
This Amendment No. 5 to the Schedule 13D filed by James D. Terra on
January 19, 1987, as previously amended (the "Schedule 13D"), relating to shares
of Common Stock, $1.00 par value (the "Common Stock") of Lawter International,
Inc., a Delaware (the "Company"), amends the following items as set forth below.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Terra acquired 11,639,688 shares of the Common Stock (the "Estate
Shares") when he was named executor of the Estate of Daniel J. Terra (the
"Estate"), his father, by an Illinois court on July 8, 1996.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Terra became a beneficial owner of the Estate Shares when he was
named executor of the Estate on July 8, 1996. Depending upon trading prices of
the Common Stock and upon Mr. Terra's, or the Estate's (with respect to the
Estate Shares), financial position and goals from time to time, Mr. Terra may,
subject to any applicable statutory or other limitations, purchase additional
Common Stock or dispose of Common Stock in the open market, in privately
negotiated transactions, or otherwise. Mr. Terra does not have any present
plans or proposals which relate to or would result in (a) the acquisition by any
person of additional securities of the Company, or the disposition of securities
of the Company, (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries,
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries, (d) any change in the present Board of Directors or management
of the Company, including any plans or proposals to change the number or term of
directors or to fill any other existing vacancies on the board, (e) any material
change in the present capitalization or dividend policy of the Company, (f) any
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other material change in the Company's business or corporate structure, (g)
changes in the Company's Restated Certificate of Incorporation or By-Laws or
other actions which may impede the acquisition of control of the Company by any
person, (h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities organization,
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 or (j) any action similar to any of those enumerated above.
Mr. Terra retains the right to evaluate his position in the future and change
his intent with respect to any of the foregoing actions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Terra beneficially owns 13,883,825 shares representing
30.80% of the total Common Stock issued and outstanding on April 30, 1996.
DISCLAIMER OF BENEFICIAL OWNERSHIP
James D. Terra disclaims beneficial ownership of any shares of the Common
Stock held by the Terra Foundation For The Arts (formerly, the Terra Museum
of American Art)(the "Foundation"), of which he is a director. Currently,
the Foundation owns 1,352,152 shares of Common Stock, all of which were
acquired through gifts to the Foundation by Daniel J. Terra. These shares
are not among the shares of Common Stock reported herein.
(b) James D. holds sole voting and disposition powers over
all shares of the Common Stock beneficially owned by him.
(c) Except as reported herein, Mr. Terra has not engaged in any
transaction in the Common Stock during the past 60 days.
(d) Not applicable
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(e) Not applicable
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Mr. Terra does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any securities of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable
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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.
Dated: July 26, 1996 /s/ James D. Terra
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Date Signature
