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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)1
Specialty Chemical Resources, Inc.
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(NAME OF ISSUER)
Common Stock, $.10 par value
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(TITLE OF CLASS OF SECURITIES)
847 487 20 4
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(CUSIP NUMBER)
Edwin M. Roth
9100 Valley View Road
Macedonia, Ohio 44056
(216) 468-1380
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
July 20, 1995
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(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 this 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.)
________________________
1 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 the disclosures provided in a prior cover page.
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 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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<TABLE>
<CAPTION>
CUSIP NO. 847 487 20 4 13D PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Edwin M. Roth
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF 761,189
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,250
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 761,189
10 SHARED DISPOSITIVE POWER
6,250
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,439
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.9%
14 TYPE OF REPORTING PERSON*
IN
<FN>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER.
No change from original filing.
ITEM 2. IDENTITY AND BACKGROUND.
No change from original filing.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Roth sold 110,033 shares of Common Stock pursuant to a Stock Purchase
Agreement (the "Stock Purchase Agreement") dated July 20, 1995 between Mr. Roth
and Mr. Martin Trust, for $5.00 per share, or an aggregate purchase price of
$550,165.00 (the "Transaction").
Prior to the Transaction, Mr. Roth beneficially owned approximately 21.8% of
the Company's outstanding Common Stock. The Transaction decreased his
beneficial ownership of the outstanding Common Stock to approximately 18.9%.
Mr. Roth may, from time to time, acquire additional shares of Common Stock
pursuant to various stock option plans of the Company.
Except as disclosed herein, Mr. Roth has no plans or proposals that relate to
or would result in any of the matters described in paragraphs (a) through (j)
of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Roth beneficially owns 767,439 shares of Common Stock, representing
approximately 18.9% of the Common Stock outstanding on April 28, 1995. This
number includes 86,667 shares of Common Stock which Mr. Roth has or had within
60 days after the date of this Schedule the right to acquire upon the exercise
of options.
(b) Mr. Roth has sole voting power and sole dispositive power over 761,189
shares of Common Stock (including 86,667 shares of Common Stock subject to
options currently exercisable or exercisable within 60 days from the date of
this Schedule). Mr. Roth has shared voting power and shared dispositive power
over 6,250 shares of Common Stock, which are owned by the Edwin M. Roth Family
Foundation, Inc. (the "Foundation"), a not-for-profit Ohio corporation, of
which Mr. Roth and his son, Mr. Corey B. Roth, are both officers and trustees.
Mr. Corey Roth, a United States citizen, is the Vice President, Treasurer and
Assistant Secretary of the Company and his principal business address is 9100
Valley View Road,
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Page 4 of 5 Pages
Macedonia, Ohio 44056. During the last five years, Mr. Corey Roth has not been
convicted in a criminal proceeding nor has he been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in his being 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. Mr. Corey Roth beneficially owns 161,611 shares of Common Stock,
including the 6,250 shares owned by the Foundation.
(c) Since July 7, 1995, the date of the most recent filing on Schedule 13D,
Mr. Roth has had no transactions in the Common Stock, except as described in
Item 4 above.
(d) Except as described in Item 5(b) above, 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 beneficially owned by Mr. Roth.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Roth sold the shares to which this Amendment No. 2 relates pursuant to
the Stock Purchase Agreement. See Item 4 above.
Except as described herein, Mr. Roth has no contracts, arrangements,
understandings or relationships with any other person with respect to any
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Stock Purchase Agreement is filed as Exhibit A to this Amendment No. 2
and incorporated herein.
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Page 5 of 5 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.
July 20, 1995
_____________________________________
(DATE)
/s/ Edwin M. Roth
_____________________________________
(SIGNATURE)
_____________________________________
(NAME/TITLE)
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Exhibit A
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made this 20th day of July,
1995, between Edwin M. Roth (the "Seller") and Martin Trust (the "Purchaser").
R E C I T A L S:
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Purchaser desires to purchase from Seller and Seller desires to sell to
Purchaser 110,033 shares (the "Shares") of common stock, par value $.10 per
share ("Common Stock"), of Specialty Chemical Resources, Inc. ("Specialty
Chemical").
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. SALE OF SHARES. On the "Closing" (as defined below), Purchaser will
purchase the Shares from Seller. Upon receipt of the "Purchase Price" (as
defined below) from Purchaser, Seller will effect transfer of the Shares to
Purchaser in accordance with written instructions delivered to Seller by
Purchaser.
2. PURCHASE PRICE. At the Closing, Purchaser will pay to Seller, by wire
transfer an amount equal to $5.00 per Share, or an aggregate amount of $550,165
(the "Purchase Price").
3. CLOSING. The Closing of this transaction will take place concurrently
with the execution by Purchaser and the Seller of this Agreement (the
"Closing").
4. MISCELLANEOUS.
(a) Seller represents and warrants to Purchaser that it is the beneficial
owner of the Shares and that Seller will transfer good and valid title to the
Shares to Purchaser, free and clear of any liens, charges, claims, options,
pledges, adverse claims or other encumbrances.
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(b) Each party represents and warrants that it has not incurred any
liability to any broker, finder or agent for any brokerage fees, or the like,
in connection with the transactions contemplated by this Agreement.
(c) Each party represents and warrants that the execution and delivery of
this Agreement has been duly authorized by all necessary action, that this
Agreement represents the valid and binding obligation of such party
enforceable against such party in accordance with its terms and that the
execution and delivery of this Agreement, and the consummation by such party
of the transactions provided for herein, will not conflict with or violate
such party's charter documents, as applicable, or any other agreement to
which it is a party or violate any law, regulation, judgment, order, writ,
injunction, or decree of any court, administrative agency or governmental
body applicable to such party.
(d) Purchaser represents and warrants that it is acquiring the Shares
pursuant to this Agreement for investment purposes, and not with a present
view to the distribution or resale thereof.
(e) This Agreement shall be binding upon and inure to the benefit of
Purchaser, Seller and their respective successors, assigns, heirs and
personal representatives.
(f) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same agreement.
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(g) This Agreement embodies the entire understanding and agreement among
the parties, may be amended or modified only in writing, signed by the
parties and supersedes any prior understandings and agreements among the
parties relating to the subject matter hereof.
(h) Each of the parties agrees to cooperate in the effectuation of the
transactions contemplated by this Agreement and to execute any and all
additional documents or take such additional action as shall be necessary or
appropriate for such purposes.
(i) This Agreement will be governed by and construed in accordance with
the internal laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ Edwin M. Roth
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Edwin M. Roth
/s/ Martin Trust
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Martin Trust
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