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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. 7)
LAWTER INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
520786 10 4
(CUSIP Number)
Paul W. Hartzel
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 22, 1997
(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 ( ).
The information required in 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.
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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:
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): ( ) 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: 13,286,267
8 SHARED VOTING POWER: 0
9 SOLE DISPOSITIVE POWER: 13,286,267
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 13,286,267
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 29.2%
14 TYPE OF REPORTING PERSON: IN
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This Amendment No. 7 relates to the Schedule 13D filed by James D.
Terra on January 19, 1987, as previously amended (the "Schedule 13D"). All
terms used herein unless otherwise defined shall have the same meaning as in
the Schedule 13D. The Schedule 13D is hereby amended as follows:
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is amended and restated to read in its
entirety as follows:
Mr. Terra became a beneficial owner of 11,943,130 shares of the
Common Stock (the "Estate Shares") when he was named executor of the Estate
of Daniel J. Terra (the "Estate"), Mr. Terra's father, on July 8, 1996. At
that time, Mr. Terra also owned 2,249,237 shares of Common Stock for his own
account. Mr. Terra subsequently sold 466,100 Estate Shares on behalf of the
Estate and 466,100 shares of Common Stock on his own behalf. As of August 7,
1997, the Estate owned 11,503,130 shares of Common Stock, and Mr. Terra owned
1,783,137 shares of Common Stock for his own account.
This Amendment No. 7 relates to Mr. Terra's execution on his and
the Estate's behalf of a letter agreement, dated July 22, 1997 (the
"Agreement") between Mr. Terra and the Estate and SBC Warburg Inc.
("Warburg"). Pursuant to the Agreement, Warburg will act as the exclusive
financial advisor to the Estate and Mr. Terra with respect to the possible
sale of all or a portion of their shares of Common Stock ("the Shares")
whether to the Company or to one or more third parties and whether by means
of a private sale, public offer or distribution as defined under the
Securities Act of 1933, or a business combination transaction. The Agreement
provides that Mr. Terra and the Estate shall pay Warburg an initial fee, a
monthly retainer (for up to a maximum of six months), and a success fee
payable upon the sale of all or any portion of the Shares and the aggregate
amount of which depends on (i) the gross per share sale price of the Shares,
subject to certain minimum fee payments or (ii) the aggregate amount of
underwriting commissions paid in a public offering or distribution of the
Shares. Except as described above, 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 (the "Exchange Act") 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.
Paragraph (a) of Item 5 is amended and restated to read in its entirety as
follows:
(a) Mr. Terra beneficially owns 13,286,267 shares representing
29.2% of the total Common Stock issued and outstanding on April 30, 1997.
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. As of July 28, 1997, the Foundation owned 1,333,487 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.
DISCLAIMER OF GROUP MEMBERSHIP
James D. Terra disclaims that he, individually or as the Estate's
executor, is acting, for purposes of Section 13(d)(3) of the Exchange Act,
with Warburg as a partnership, limited partnership, syndicate, or other
group for the purpose of acquiring, holding, or disposing of shares of
Common Stock. Mr. Terra further disclaims that he, individually or as the
Estate's executor, has agreed with Warburg, for purposes of
Rule 13d-5(b)(1) under the Exchange Act, to act together for the purpose
of acquiring, holding, voting or disposing of shares of Common Stock.
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described in Item 4, Mr. Terra, individually or as the
Estate's executor, 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.
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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: August 8, 1997 /s/ James D. Terra
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Signature
