SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ADVANCED TECHNICAL PRODUCTS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
007548 10 0
(CUSIP Number)
James S. Carter
3353 Peachtree Road, Suite 920
Atlanta, Georgia 30326
(404) 231-7272
(Name, address and telephone number of person authorized
to receive notices and communications)
OCTOBER 31, 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: [ ]
<PAGE>
CUSIP NO. 007548 10 0 PAGE 1 OF 6 PAGES
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James S. Carter
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
Number of 7. Sole Voting Power
Shares 295,787
Beneficially 8. Shared Voting Power
Owned by -0-
Each Reporting 9. Sole Dispositive Power
Person With 295,787
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
295,787
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
5.3%
14. Type of Reporting Person
IN
<PAGE>
CUSIP NO. 007548 10 0 PAGE 2 OF 6 PAGES
- --------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $0.01 par value (the "Common
Stock"), of Advanced Technical Products, Inc., a Delaware corporation (the
"Company"), whose principal executive offices are at 3353 Peachtree Road, Suite
920, Atlanta, Georgia 30326.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by James S. Carter.
(b) The address of Mr. Carter is 3353 Peachtree Rd., Suite 920,
Atlanta, Georgia.
(c) Mr. Carter is the Chairman of the Board, President and Chief
Executive Officer of the Company, whose business address is 3353
Peachtree Rd., Suite 920, Atlanta, Georgia.
(d) Mr. Carter has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) Mr. Carter has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or State Securities laws, or finding any
violation with respect to such laws.
(f) Mr. Carter is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
TPG was formed in 1995 to acquire the business and assets of three
operating units of the Brunswick Technical Group of Brunswick Corporation. At
that time, James S. Carter acquired 35,625 shares of TPG Common Stock,
representing 7.5% of the then issued and outstanding shares of TPG Common Stock.
In consideration for the issuance of the TPG Common Stock, Mr. Carter executed
and delivered to TPG a promissory note in the principal amount of $74,925,
bearing 8% per annum and maturing on April 28, 2001. At the Effective Time, Mr.
Carter's 35,625 shares of TPG Common Stock was converted into the right to
receive 295,787 shares of the Common Stock. As a result of the Merger, Mr.
Carter now beneficially owns 5.3% of the issued and outstanding shares of the
Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
On October 31, 1997 (the "Effective Time"), TPG Holdings, Inc. ("TPG")
merged (the "Merger") with and into Lunn Industries, Inc. ("Lunn"), and Lunn, as
the surviving corporation, changed its name to "Advanced Technical Products,
Inc." The Merger was approved by the stockholders of TPG on October 29, 1997 and
by the stockholders of Lunn on October 30, 1997.
<PAGE>
CUSIP NO. 007548 10 0 PAGE 3 OF 6 PAGES
- --------------------------------------------------------------------------------
As a result of the Merger, each share of the common stock, $0.01 par value
per share, of TPG (the "TPG Common Stock") was converted into the right to
receive 8.3028 shares of the Common Stock, subject to the cancellation of any of
the Common Stock held in escrow for the former TPG stockholders if TPG fails to
achieve a certain financial goal (the "Escrowed Stock"), each share of the
common stock, $0.01 par value per share, of Lunn (the "Lunn Common Stock") was
converted into the right to receive 0.1 share of the Common Stock, and each
share of the preferred stock, $1.00 par value per share, of TPG was converted
into the right to receive one share of the preferred stock, $1.00 par value per
share, of the Company. Additionally, as a result of the Merger, the Company
assumed all outstanding options to purchase TPG Common Stock (a "TPG Option"),
all outstanding options to purchase Lunn Common Stock (a "Lunn Option") and all
outstanding warrants to purchase Lunn Common Stock (a "Lunn Warrant"). Each such
TPG Option will become exercisable for that number of whole shares of the Common
Stock equal to the number of shares of TPG Common Stock covered thereby
immediately prior to the Effective Time multiplied by 8.3028, subject to
cancellation of any of the Escrowed Stock that is reserved for issuance upon
exercise of such options, and each Lunn Option and Lunn Warrant will become
exercisable for that number of whole shares of the Common Stock equal to the
number of shares of Lunn Common Stock covered thereby immediately prior to the
Effective Time multiplied by 0.1.
As of the Effective Time, the Company retained, in its capacity as escrow
agent, the Escrowed Stock. The number of shares constituting the Escrowed Stock
equals 50% of (i) the shares of the Common Stock deliverable to each of the
holders of TPG Common Stock pursuant to the Acquisition Agreement, and (ii) the
number of shares of Common Stock reserved for issuance upon exercise of the TPG
Options. If the net income after taxes, as calculated in accordance with
generally accepted accounting principles, of the business of TPG and its
subsidiaries, as constituted on August 22, 1997, for the year ending December
31, 1997 as determined by the Company (the "1997 TPG Net Income") is less than
$4,000,000, then, within 30 days after the date the 1997 TPG Net Income is
determined (the "Determination Date"), the Company shall immediately cancel the
Canceled Stock (as defined below) and deliver to each of the holders of record
as of the Effective Time of the TPG Common Stock and of the TPG Options who have
exercised all or any part of such TPG Options, such person's pro rata shares of
the Escrowed Stock not constituting the Canceled Stock, if any (all such shares
of Escrowed Stock not so canceled is hereinafter referred to as the "Released
Stock"), with the Company making, in good faith, any rounding determinations
such that each such person's pro rata share of the Released Stock equals a whole
number.
The amount of the canceled stock (the "Canceled Stock") is determined by
the following formula:
4,000,000 X
- --------------------------------- + X = 4,151,402
4,000,000 - 1997 TPG Net Income
(with X = the number of shares of Canceled Stock; provided, however, that,
for the purposes of calculation of the Canceled Stock, if the 1997 TPG Net
Income is greater than or equal to $4,000,000, then the number of shares
constituting the Canceled Stock shall be deemed to be zero, and if the
1997 TPG Net Income is less than zero, then the 1997 TPG Net Income shall
be deemed to be zero).
<PAGE>
CUSIP NO. 007548 10 0 PAGE 4 OF 6 PAGES
- --------------------------------------------------------------------------------
As a result of the Merger, James S. Carter acquired 295,787 shares of the
Common Stock. Mr. Carter currently intends to hold such shares for investment
and has no plans or proposals which relate to, or could result in, any of the
matters referred to in Paragraphs (a)-(j), inclusive, of Item 4 of Schedule 13D.
Mr. Carter may, at any time and from time to time, review or reconsider his
position with respect to the Company, and formulate plans or proposals with
respect to any of such matters, but has no present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Carter is the beneficial owner of 295,787 shares of the
Common Stock, which represents 5.3% of the issued and
outstanding shares of the Common Stock.
(b) Mr. Carter has the sole power to vote and the sole power to
dispose of all of the shares of Common Stock listed in
Paragraph (a) above.
(c) On October 31, 1997, Mr. Carter acquired all 295,787 shares of
the Common Stock listed in Paragraph (a) above as a result of
the Merger.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock owned by Mr. Carter.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On April 28, 1995, TPG loaned James S. Carter $74,925 to fund Mr. Carter's
acquisition of 35,625 shares of TPG Common Stock. Mr. Carter executed a
promissory note in favor of TPG, bearing interest at 8% per annum, the principal
and interest of which mature on April 28, 2001. The promissory note from Mr.
Carter is secured by a stock pledge agreement pursuant to which Mr. Carter
pledged his shares of TPG Common Stock to TPG. As of December 31, 1996, an
aggregate of $84,915 of principal and accrued and unpaid interest was due and
owing under such note.
On June 1, 1997, TPG entered into a three-year Employment Agreement with
Mr. Carter to be effective upon consummation of the Merger. Pursuant to the
Employment Agreement, Mr. Carter will serve in the capacity of Chairman of the
Board, President and Chief Executive Officer of the Company. The Employment
Agreement provides for a base salary of $265,000, subject to annual increases
based, at a minimum, on the consumer price index for the previous year. Mr.
Carter is also entitled to receive, subject to the discretion of the Board of
Directors of the Company, annual bonuses up to 75% of his annual base salary.
The Employment Agreement is terminable by the Company with or without cause,
provided, however, that if the Company terminates Mr. Carter without cause, then
Mr. Carter is entitled to continue to receive base salary and incentive bonuses
for specified periods. The Employment Agreement further provides that if there
is a "change in control" of the Company or a constructive termination of Mr.
Carter without cause, then Mr. Carter is entitled to a lump-sum payment of a
specified amount within 60 days of the effective date of
<PAGE>
CUSIP NO. 007548 10 0 PAGE 5 OF 6 PAGES
- --------------------------------------------------------------------------------
termination. Following any termination of Mr. Carter's employment for cause or
upon Mr. Carter's breach of the terms of the Employment Agreement, it is
expected that he will be subject to non-disclosure and non-competition covenants
for up to two years.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
<PAGE>
CUSIP NO. 007548 10 0 PAGE 6 OF 6 PAGES
- --------------------------------------------------------------------------------
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: November 10, 1997.
JAMES S. CARTER
/s/ JAMES S. CARTER
James S. Carter
