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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)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)
June 30, 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.)
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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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SCHEDULE 13D
<TABLE>
CUSIP NO. 847 487 20 4 PAGE 2 OF 5 PAGES
<S> <C>
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| 1 | NAME OF REPORTING PERSON |
| | 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 |
| | |
| | USA |
|-------------------------------|-------|-----------------------------------------------------------------|
| NUMBER OF | 7 | SOLE VOTING POWER |
| | | |
| SHARES | | 871,222 |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 8 | SHARED VOTING POWER |
| | | |
| OWNED BY | | 6,250 |
| |-------|-----------------------------------------------------------------|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | 871,222 |
| |-------|-----------------------------------------------------------------|
| PERSON | 10 | SHARED DISPOSITIVE POWER |
| | | |
| WITH | | 6,250 |
|-------------------------------|-------|-----------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 877,472 |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN |
| | SHARES* [ ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 21.8% |
|-----|---------------------------------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | |
| | IN |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
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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 June 30,
1995 between Mr. Roth and CEW Partners, for $5.00 per share, or an aggregate
purchase price of $550,165.00 (the "Transaction"). Mr. Roth has indicated that
he plans to sell an additional 110,033 shares of Common Stock in a transaction
expected to occur in July 1995. See Item 6 below.
Prior to the Transaction, Mr. Roth beneficially owned
approximately 24.6% of the Company's outstanding Common Stock. The Transaction
decreased his beneficial ownership of the outstanding Common Stock to
approximately 21.8%.
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 877,472 shares of
Common Stock, representing approximately 21.8% 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 Amendment No. 1
the right to acquire upon the exercise of options.
(b) Mr. Roth has sole voting power and sole
dispositive power over 871,222 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.
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Page 4 of 5 Pages
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, 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 June 19, 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.
1 relates pursuant to the Stock Purchase Agreement. See Item 4 above.
Mr. Roth has a verbal understanding with Martin
Trust, an individual who is not affiliated with the Company, pursuant to which
Mr. Trust intends to purchase from Mr. Roth 110,033 shares of Common Stock that
are the subject of this Schedule for an aggregate purchase price of $550,165
($5.00 per share). It is anticipated that such purchase would take place in
July 1995. Mr. Roth and Mr. Trust have no agreement or understanding with
respect to the voting or disposition of, or otherwise with respect to, these
shares. Mr. Roth disclaims that he and Mr. Trust constitute a group.
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. 1 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 6, 1995
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(DATE)
/s/ Edwin M. Roth
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(SIGNATURE)
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(NAME/TITLE)
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EXHIBIT A
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made this 30th day of
June, 1995, between Edwin M. Roth (the "Seller") and CEW Partners (the
"Purchaser")
RECITALS:
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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, judgement, order, writ, injuction, 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 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
CEW PARTNERS
By:/s/ Geoffrey J. Colvin
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Geoffrey J. Colvin
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