<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Atrion Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
049904105
(CUSIP Number)
Robert P. Stupp
President
Stupp Bros., Inc.
120 South Central Avenue
Suite 1650
St. Louis, MO 63105
(314) 638-5000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 27, 1999
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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e),13d-1(f) or 13d-1(g), check the following box
/ /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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> 2
SCHEDULE 13D
CUSIP No. 049904105
1 NAME OF REPORTING PERSON
Stupp Bros., Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
43-0542490
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
135,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
135,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,000
12 CHECK BOX 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
CO
2
<PAGE> 3
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, par value $.10 per
share (the "Shares"), of Atrion Corporation, a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is One
Allentown Parkway, Allen, Texas 75002.
Item 2. Identity and Background
This statement is filed by Stupp Bros., Inc., a Missouri Corporation,
which has its principal offices at 120 South Central Avenue, Suite 1650, St.
Louis, MO 63105. Stupp Bros., Inc. is a diversified holding company.
All voting stock in Stupp Bros., Inc. is held in a voting trust. The
name, address, present principal occupation or employment, and citizenship of
each director or executive officer of Stupp Bros., Inc., and of each trustee of
the voting trust is set forth on Schedule 1 hereto and are incorporated herein
by reference.
During the past five years, neither Stupp Bros., Inc. nor, to its
knowledge, any of its directors or executive officers, or any of the trustees of
the voting trust: (i) have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was 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.
Item 3. Source and Amount of Funds or Other Consideration
Stupp Bros., Inc. owns 135,000 Shares which were acquired by it more
than 40 years ago in exchange for property and services.
John P. Stupp, Jr., Executive Vice President and Chief Operating
Officer of Stupp Bros., Inc. also owns Shares. Information regarding his
ownership of Shares is incorporated herein by reference to the Schedule 13D
filed by him on April 30, 1999.
Robert P. Stupp, President and a member of the Board of Directors of
Stupp Bros., Inc. acquired 1,344 Shares over 25 years ago.
Erwin P. Stupp, Jr., Chairman of the Board of Directors of Stupp Bros.,
Inc. also acquired 1,344 Shares over 25 years ago.
Item 4. Purpose of Transaction
Stupp Bros., Inc. acquired the Shares owned by it for investment
purposes and may, from time to time, depending on its evaluation of the Issuer's
business, prospects and financial condition, the market
3
<PAGE> 4
for the Shares, other opportunities available to it, general economic
conditions, regulatory conditions, financial and stock market conditions and
other considerations, acquire additional Shares or dispose of Shares, either in
the open market or in private transactions, or combinations thereof.
Information regarding the purpose of John P. Stupp, Jr.'s acquisition
of Shares is incorporated herein by referenced to the Schedule 13D filed by him
on April 30, 1999.
Robert P. Stupp acquired the Shares owned by him for investment
purposes and may, from time to time, depending on his evaluation of the Issuer's
business, prospects and financial condition, the market for the Shares, other
opportunities available to him, general economic conditions, regulatory
conditions, financial and stock market conditions and other considerations,
acquire additional Shares or dispose of Shares, either in the open market or in
private transactions, or combinations thereof.
Erwin P. Stupp, Jr. acquired the Shares owned by him for investment
purposes and may, from time to time, depending on his evaluation of the Issuer's
business, prospects and financial condition, the market for the Shares, other
opportunities available to him, general economic conditions, regulatory
conditions, financial and stock market conditions and other considerations,
acquire additional Shares or dispose of Shares, either in the open market or in
private transactions, or combinations thereof.
Other than as described in the preceding paragraphs, neither Stupp
Bros., Inc. nor, to its knowledge, any of its directors or executive officers,
or any of the trustees of the voting trust has any plans or proposals which
relate to or would result in: (a) the acquisition or disposition by any person
of the securities of the Issuer; (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries; (c) a sale or transfer of a material amount of the assets of
the Issuer or any of its subsidiaries; (d) any change in the present board of
directors or management of the Issuer; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes in the Issuer's
Articles of Incorporation, Bylaws or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of the
Issuer's securities 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 association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration under Section
12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to
any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Stupp Bros., Inc. is the beneficial owner of 135,000 Shares,
representing approximately 5.3% of the Issuer's outstanding Shares.
(b) Stupp Bros., Inc. has sole voting and dispositive power with
respect to the 135,000 Shares beneficially owned by it.
(c) Stupp Bros., Inc. has not effected any transactions in the Shares
during the past 60 days.
(d) No person other than Stupp Bros., Inc. has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of the Shares owned by it.
4
<PAGE> 5
(e) Not applicable.
Information regarding John P. Stupp, Jr.'s interest of Securities of
the Issuer is hereby incorporated herein by reference to the Schedule 13D filed
by him on April 30, 1999.
Robert P. Stupp is the beneficial owner of 1,344 Shares, representing
approximately .05% of the Issuer's outstanding Shares, and has sole voting power
over the Shares beneficially owned by him. He has not effected any transactions
in the Shares in the last 60 days. No person other than Robert P. Stupp has the
right to receive or direct the receipt of dividends from, or the proceeds from
the sale of the Shares owned by him.
Erwin P. Stupp, Jr. is the beneficial owner of 1,344 Shares,
representing approximately .05% of the Issuer's outstanding Shares, and has sole
voting power over the Shares beneficially owned by him. He has not effected any
transactions in the Shares in the last 60 days. No person other than Erwin P.
Stupp, Jr. has the right to receive or direct the receipt of dividends from, or
the proceeds from the sale of the Shares owned by him.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
With the exception of John P. Stupp, Jr., and except as set forth in
Item 4 hereof, neither Stupp Bros., Inc. nor, to its knowledge, any of its
directors or executive officers, or any trustees of the voting trust have any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the issuer's securities, 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.
Information regarding John P. Stupp, Jr.'s contracts, arrangements,
understandings or relationships relating to the securities of the Issuer are
incorporated herein by reference to the Schedule 13D filed by him on April 30,
1999.
Item 7. Material to be Filed as Exhibits
Schedule 13D filed by John P. Stupp, Jr. on April 30, 1999
(incorporated herein by reference).
5
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 6, 1999
Stupp Bros., Inc.
By: /s/ Robert P. Stupp
-------------------
Robert P. Stupp
Its: President
6
<PAGE> 7
Schedule 1
The following table sets forth the name, residence or business address,
present principal occupation or employment of each of the directors or executive
officers of Stupp Bros., Inc. and each of the trustees of the voting trust
holding Stupp Bros., Inc. stock. Each of the below listed persons is a citizen
of the United States of America.
John P. Stupp, Jr.
Executive Vice President and Chief Operating Officer
Stupp Bros., Inc. (a diversified holding company)
120 South Central Avenue
Suite 1650
St. Louis, MO 63105
Erwin P. Stupp, Jr.
Chairman of the Board of Directors
Stupp Bros., Inc. (diversified holding company)
120 South Central Avenue
Suite 1650
St. Louis, MO 63105
Robert P. Stupp
President and Chief Executive Officer
Stupp Bros., Inc. (diversified holding company)
120 South Central Avenue
Suite 1650
St. Louis, MO 63105
E. P. Stupp, III
Chief Executive Officer
Lemay Bank & Trust Co. (banking)
2191 Lemay Ferry Road
St. Louis, MO 63125
R. Philip Stupp
Executive Vice President
Stupp Bridge Company (structural steel fabrication)
3800 Weber Road
St. Louis, MO 63125
7
<PAGE> 8
Thomas L. Turner
Chief Financial Officer
Stupp Bros., Inc. (diversified holding company)
120 South Central Avenue
Suite 1650
St. Louis, MO 63105
Kenneth J. Kubacki
President
Stupp Bridge Company (structural steel fabrication)
3800 Weber Road
St. Louis, MO 63125
Daniel J. O'Leary
President
Stupp Corporation (manufacturer of steel line pipe)
12555 Ronaldson Road
Baton Rouge, LA 70807
8
