SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
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)
MAY 27, 1998
(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: [ ]
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CUSIP NO. 007548 10 0 PAGE 1 OF 15 PAGES
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Equus Corporation International
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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
Delaware
Number of 7. Sole Voting Power
Shares 267,602
Beneficially 8. Shared Voting Power
Owned by -0-
Each Reporting 9. Sole Dispositive Power
Person With 267,602
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
267,602
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
5.1%
14. Type of Reporting Person
CO
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CUSIP NO. 007548 10 0 PAGE 2 OF 15 PAGES
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Sam P. Douglass
2. Check the Appropriate Box if a Member
of a Group (a) [ ]
(b) [X]
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 State of America
Number of 7. Sole Voting Power
Shares 378,326
Beneficially 8. Shared Voting Power
Owned by -0-
Each Reporting 9. Sole Dispositive Power
Person With 378,326
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
378,326
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
7.2%
14. Type of Reporting Person
IN
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Equus Capital Management Corporation
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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
Delaware
Number of 7. Sole Voting Power
Shares 267,602
Beneficially 8. Shared Voting Power
Owned by -0-
Each Reporting 9. Sole Dispositive Power
Person With 267,602
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
267,602
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
5.1%
14. Type of Reporting Person
CO
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CUSIP NO. 007548 10 0 PAGE 4 OF 15 PAGES
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Equus Capital Corporation
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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
Delaware
Number of 7. Sole Voting Power
Shares 255,852
Beneficially 8. Shared Voting Power
Owned by -0-
Each Reporting 9. Sole Dispositive Power
Person With 255,852
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
255,852
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
4.9%
14. Type of Reporting Person
CO
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CUSIP NO. 007548 10 0 PAGE 5 OF 15 PAGES
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Equus Equity Appreciation Fund L.P.
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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
Delaware
Number of 7. Sole Voting Power
Shares -0-
Beneficially 8. Shared Voting Power
Owned by -0-
Each Reporting 9. Sole Dispositive Power
Person With -0-
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
PN
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CUSIP NO. 007548 10 0 PAGE 6 OF 15 PAGES
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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), (b) and (c) This statement is filed by the following persons
(collectively, the "Reporting Persons"):
1. Sam P. Douglass. Mr. Douglass' business address is 2929 Allen Parkway,
Suite 2500, Houston, Texas 77019. Mr. Douglass is a director and Chairman of the
Board and Chief Executive Officer of Equus Capital Corporation, Equus Capital
Management Corporation and Equus Corporation International, and a general
partner of Equus Equity Appreciation Fund, L.P. Mr. Douglass is also a trustee
for Douglass Trust IV, FBO Brooke Douglass and Douglass Trust IV, FBO S. Preston
Douglass, Jr. (collectively, the "Trusts"), each of which trust owns (i) 50% of
the issued and outstanding shares of the common stock of Equus Corporation
International, and (ii) a 14.25% general partnership interest in EQSCAP
Partners, a Texas general partnership ("EQSCAP").
2. Equus Corporation International, a Delaware corporation ("ECI"). The
directors and executive officers of ECI are as follows:
Sam P. Douglass. Mr. Douglass is a director, Chairman of the Board and
Chief Executive Officer of ECI. Certain additional information required to
be disclosed in Item 2 with respect to Mr. Douglass is listed above.
Paula T. Douglass. Ms. Douglass' business address is 2929 Allen Parkway,
Suite 2500, Houston, Texas 77019. Ms. Douglass is a director, Vice
President and Secretary of ECI.
S. Preston Douglass, Jr. Mr. Douglass' business address is 820 Main
Street, Suite 100, Kerrville, Texas 78028-5300. Mr. Douglass is a director
and Vice President of ECI. Mr. Douglass is a partner in the law firm of
Wallace, Jackson, Machann, Williams & Douglass, Kerrville, Texas.
The address of the principal business and the principal office of ECI is
2929 Allen Parkway, Suite 2500, Houston, Texas 77019. ECI is a privately held
company that owns 80% of the issued and outstanding common stock of Equus
Capital Management Corporation.
3. Equus Capital Management Corporation, a Delaware corporation ("ECMC").
The directors and executive officers of ECMC are as follows:
Sam P. Douglass. Mr. Douglass is a director, Chairman of the Board and
Chief Executive Officer of ECMC. Certain additional information required
to be disclosed in Item 2 with respect to Mr. Douglass is listed above.
Nolan Lehmann. Mr. Lehmann's business address is 2929 Allen Parkway, Suite
2500, Houston, Texas 77019. Mr. Lehmann is a director and President of
ECMC.
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CUSIP NO. 007548 10 0 PAGE 7 OF 15 PAGES
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Gary L. Forbes. Mr. Forbes' business address is 2929 Allen Parkway, Suite
2500, Houston, Texas 77019. Mr. Forbes is Vice President of ECMC.
Randall B. Hale. Mr. Hale's business address is 2929 Allen Parkway, Suite
2500, Houston, Texas 77019. Mr. Hale is a director and Vice President and
Secretary of ECMC.
Paula T. Douglass. Ms. Douglass is a director of ECMC. Certain additional
information required to be disclosed in Item 2 with respect to Ms.
Douglass is listed above.
S. Preston Douglass. Mr. Douglass is a director of ECMC. Certain
additional information required to be disclosed in Item 2 with respect to
Mr. Douglass is listed above.
The address of the principal business and the principal office of ECMC is
2929 Allen Parkway, Suite 2500, Houston, Texas 77019. ECMC is a registered
investment adviser and acts as investment adviser for Equus Equity Appreciation
Fund, L.P., as well as other investment funds. ECMC owns all of the issued and
outstanding shares of the common stock of Equus Capital Corporation.
4. Equus Capital Corporation, a Delaware corporation ("ECC"). The
directors and executive officers of ECC are as follows:
Sam P. Douglass. Mr. Douglass is a director, Chairman of the Board and
Chief Executive Officer of ECC. Certain additional information required to
be disclosed in Item 2 with respect to Mr. Douglass is listed above.
Nolan Lehmann. Mr. Lehmann is a director and President of ECC. Certain
additional information required to be disclosed in Item 2 with respect to
Mr. Lehmann is listed above.
Gary L. Forbes. Mr. Forbes is Vice President of ECC. Certain additional
information required to be disclosed in Item 2 with respect to Mr. Forbes
is listed above.
Randall B. Hale. Mr. Hale is a director and Vice President of ECC. Certain
additional information required to be disclosed in Item 2 with respect to
Mr. Hale is listed above.
Paula T. Douglass. Ms. Douglass is a director of ECC. Certain additional
information required to be disclosed in Item 2 with respect to Ms.
Douglass is listed above.
S. Preston Douglass. Mr. Douglass is a director of ECC. Certain additional
information required to be disclosed in Item 2 with respect to Mr.
Douglass is listed above.
Patrick M. Cahill. Mr. Cahill's business address is 2929 Allen Parkway,
Suite 2500, Houston, Texas 77019. Mr. Cahill is a Vice President and
Treasurer of ECC and Controller of ECMC.
Tracy H. Cohen. Ms. Cohen's business address is 2929 Allen Parkway, Suite
2500, Houston, Texas 77019. Ms. Cohen is a Vice President and Secretary of
ECC and Investor Relations Manager of ECMC.
The address of the principal business and the principal office of ECC is
2929 Allen Parkway, Suite 2500, Houston, Texas 77019. ECC is a registered
investment adviser and acts as investment
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CUSIP NO. 007548 10 0 PAGE 8 OF 15 PAGES
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funds for Equus Equity Appreciation Fund, L.P., as well as other investment
advisors. ECC owns a 1% general partnership interest in, and is the managing
general partner of, Equus Equity Appreciation Fund, L.P., and owns a 35.625%
general partnership interest in, and is managing general partner of, EQSCAP.
5. Equus Equity Appreciation Fund, L.P., a Delaware limited partnership
("EEAF"). The managing general partner of the Equus Fund is Equus Capital
Corporation. Sam P. Douglass and Nolan Lehmann are the remaining general
partners. The address of the principal business and the principal office of
Equus Fund is 2929 Allen Parkway, Suite 2500, Houston, Texas 77019.
(d) None of the persons referred to in Paragraph (a) above has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) None of the persons referred to in Paragraph (a) above has, 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) All of the persons referred to in Paragraph (a) above are citizens of
the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
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." 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, EEAF acquired 299,250 shares of the common stock of TPG, $0.01 par
value per share (the "TPG Common Stock"), representing 63.0% of the then issued
and outstanding shares of TPG Common Stock. EEAF paid an aggregate of $630,000
for the shares out of its working capital.
On November 6, 1997, the Company granted to Sam P. Douglass options to
acquire 7,500 shares of the Common Stock, which options vest equally on the date
immediately preceding the next three annual meetings of the stockholders of the
Company (the "Options"). The Options were issued to Mr. Douglass pursuant to the
Company's Non-Employee Director Stock Option Plan. Mr. Douglass may currently
exercise the Options with respect to 2,500 shares of the Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
In accordance with the terms of the Merger, each share of the TPG Common
Stock was converted into the right to receive 8.3028 shares of the Common Stock.
As a result of the Merger, EEAF acquired 2,484,612 shares of the Common Stock.
From April 28, 1998 through May 7, 1998, EEAF sold 44,612 shares of the Common
Stock in transactions that complied with the resale provisions of Rule 145(d)
and Rule 144 of the General Rules and Regulations Under the Securities Act of
1933, as amended. On May 26, 1998, EEAF distributed all of the Common Stock
owned of record by EEAF pro rata to its limited partners. ECC Equity
Appreciation, L.P., a Delaware limited partnership ("ECCLP"), and EQSCAP, both
limited partners of EEAF, received 97,033 and 479,730 shares, respectively, of
the Common Stock. Immediately thereafter, ECC distributed all of its 97,033
shares of the Common Stock pro rata to its limited partners, and EQSCAP
distributed 379,730 shares
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CUSIP NO. 007548 10 0 PAGE 9 OF 15 PAGES
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of its 479,730 shares pro rata to its general partners. As a result of these
distributions, EEAF and ECC are no longer considered to be Reporting Persons.
The Reporting Persons currently intend to hold the shares of the Common Stock
that they may be deemed to beneficially own for investment and do not currently
have any 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.
The Reporting Persons may, at any time and from time to time, review or
reconsider their position with respect to the Company, and formulate plans or
proposals with respect to any of such matters, but have no present intention of
doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) As a result of the distributions described in Item 4, EEAF is no
longer the beneficial or record owner of any shares of Common Stock.
(ii) ECC owns a controlling interest in, and is managing general
partner of, EQSCAP and, accordingly, may be deemed to beneficially own all
100,000 shares of the Common Stock owned by EQSCAP. Additionally, as a limited
partner of EEAF and ECCLP and a general partner of EQSCAP, ECC received as a
result of the distributions described in Item 4, and now owns beneficially and
of record, 155,852 shares of the Common Stock. Therefore, ECC may be deemed to
beneficially own 255,852 shares of the Common Stock, representing 4.90% of the
issued and outstanding shares of the Common Stock.
(iii) As a limited partner of ECCLP, ECMC received as a result of
the distributions described in Item 4, and now owns beneficially and of record,
11,750 shares of the Common Stock. ECMC also beneficially owns all of the shares
of Common Stock beneficially owned by ECC as a result of ECMC's ownership of all
of the issued and outstanding shares of the common stock of ECC. Therefore, ECMC
beneficially owns 267,602 shares of the Common Stock, representing 5.13% of the
issued and outstanding shares of the Common Stock.
(iv) ECI may be deemed to be the beneficial owner of all of the
267,602 shares of Common Stock beneficially owned by ECMC as a result of ECI's
ownership of 80% of the issued and outstanding shares of the common stock of
ECMC.
(v) Sam P. Douglass may, as of the date hereof and for sixty days
hereafter, exercise the Options with respect to up to 2,500 shares of the Common
Stock. As general partners of EQSCAP, each of the Trusts received as a result of
the distributions described in Item 4, and now owns beneficially and of record,
54,112 shares of the Common Stock, or 108,224 shares in the aggregate.
Additionally, the Trusts, as the sole stockholders of ECI, beneficially own all
267,602 shares of the Common Stock beneficially owned by ECI. Mr. Sam Douglass,
as trustee of the Trusts, may be deemed to be the beneficial owner of all
375,826 shares of the Common Stock beneficially owned by the Trusts. The sum of
the 2,500 shares of the Common Stock subject to currently vested options and the
375,826 shares of the Common Stock Mr. Douglass may be deemed to beneficially
own as trustee of the Trusts, 378,326, represents 7.24% of the issued and
outstanding shares of the Common Stock. Mr. Douglass expressly declares that the
filing of this statement shall not be construed as an admission that he is, for
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as
amended (the "Act"), the beneficial owner of any securities owned by the Trusts.
(b) ECC has the sole power to vote and the sole power to dispose
of all of the shares of Common Stock listed in Paragraph (a)
that are owned beneficially or of record by
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CUSIP NO. 007548 10 0 PAGE 10 OF 15 PAGES
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ECC. ECMC also has the sole power to vote and the sole power
to dispose of all of the shares of Common Stock listed in
Paragraph (a) that are owned beneficially or of record by ECMC
by virtue of its position as the sole stockholder of ECC. ECI
also has the sole power to vote and the sole power to dispose
of all of the shares of Common Stock listed in Paragraph (a)
that are owned beneficially by ECI by virtue of its position
as the holder of 80% of the issued and outstanding shares of
common stock of ECMC. Mr. Sam Douglass also has the sole power
to vote and the sole power to dispose of all of the shares of
Common Stock listed in Paragraph (a) that he may be deemed to
beneficially own by virtue of his position as trustee of the
Trusts.
(c) From April 28, 1998 through May 7, 1998, EEAF sold 44,612
shares of the Common Stock in transactions that complied with
the resale provisions of Rule 145(d) and Rule 144 of the
General Rules and Regulations Under the Securities Act of
1933, as amended. On May 26, 1998, EEAF distributed all of the
Common Stock owned of record by EEAF pro rata to its limited
partners. ECCLP and EQSCAP, both limited partners of EEAF,
received 97,033 and 479,730 shares, respectively, of the
Common Stock. Immediately thereafter, ECC distributed all of
its 97,033 shares of the Common Stock pro rata to its limited
partners, and EQSCAP distributed 379,730 shares of its 479,730
shares pro rata to its limited partners.
(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 the Reporting
Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except for their relationships as directors and/or officers of the
Reporting Persons as described in Item 2 above, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
and between such persons and any person with respect to any securities of the
Company.
The Reporting Persons each expressly disclaim that they are acting as a
group within the meaning of Section 13(d)(3) of the Act.
In accordance with Rule 240.13d-4 promulgated under the Act, each
Reporting Person expressly declares that the filing of this statement shall not
be construed as an admission that he or it is, for purposes of Section 13(d) or
Section 13(g) of the Act, the beneficial owner of any securities of the Company
other than as expressly described in Item 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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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: June 16, 1998
EQUUS CORPORATION INTERNATIONAL
By:/s/ SAM P. DOUGLASS
Sam P. Douglass, Chairman
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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: June 16, 1998
/s/ SAM P. DOUGLASS
Sam P. Douglass
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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: June 16, 1998
EQUUS CAPITAL MANAGEMENT CORPORATION
By:/s/ SAM P. DOUGLASS
Sam P. Douglass, Chairman
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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: June 16, 1998
EQUUS CAPITAL CORPORATION
By:/s/ PATRICK M. CAHILL
Patrick M. Cahill, Vice President
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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: June 16, 1998
EQUUS EQUITY APPRECIATION FUND, L.P.
By: EQUUS CAPITAL CORPORATION,
its general partner
By: /s/ PATRICK M. CAHILL
Patrick M. Cahill, Vice President
