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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Noland Company
COMMON STOCK, Par Value $0.01
655286102
Edmundson International, Inc.
c/o Pamela B. Johnson, Esq., P. O. Box 5041, Thousand Oaks, CA 91359
(818) 597-3754
April 4, 2000
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CUSIP NO. 655286102 13D OMB Number: 3235-0145
1. Edmundson International, Inc.
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. California
7. -0-
8. 609,325
9. -0-
10. 609,325
11. 609,325
12.
13. 16.46%
14. CO
2
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CUSIP NO. 655286102 13D OMB Number: 3235-0145
1. Consolidated Electrical Distributors, Inc.
2. (a)
(b) X
3. SEC Use Only
4. AF
5.
6. Delaware
7. -0-
8. 609,325
9. -0-
10. 609,325
11. 609,325
12.
13. 16.46%
14. CO
2
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CUSIP NO. 655286102 13D OMB Number: 3235-0145
1. Employees' Retirement Plan of Consolidated Electrical Distributors, Inc.
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. California
7. 80,400
8. -0-
9. 80,400
10. -0-
11. 80,400
12.
13. 2.17%
14. EP
2
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CUSIP NO. 655286102 13D OMB Number: 3235-0145
1. Employees' Retirement Plan of Hajoca Corporation
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. Pennsylvania
7. 30,000
8. -0-
9. 30,000
10. -0-
11. 30,000
12.
13. .81%
14. EP
2
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CUSIP NO. 655286102 13D OMB Number: 3235-0145
1. Keith W. Colburn Retirement Plan
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. Illinois
7. -0-
8. 500
9. -0-
10. 500
11. 500
12.
13. .01%
14. EP
2
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CUSIP NO. 655286102 13D OMB Number: 3235-0145
1. Keith W. Colburn Trust
2. (a)
(b) X
3. SEC Use Only
4. WC
5.
6. Illinois
7. -0-
8. 500
9. -0-
10. 500
11. 500
12.
13. .01%
14. OO
2
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CUSIP NO. 655286102 13D OMB Number: 3235-0145
1. Keith W. Colburn
2. (a)
(b) X
3. SEC Use Only
4. PC
5.
6. Illinois
7. -0-
8. 500
9. -0-
10. 500
11. 500
12.
13. .01%
14. IN
2
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CUSIP NO. 655286102 13D 1 OF 4
Amendment No. 2
INTRODUCTION
Edmundson International, Inc., a California corporation ("EII"), hereby
files this Amendment No. 1 (the "Amendment") to Statement on Schedule 13D
(the "Statement") on behalf of the Reporting Persons identified in Item 2.
Defined terms not otherwise defined herein have the meanings ascribed thereto
in the Statement.
Only those Items amended are reported herein.
Item 2: Identity and Background.
Item 2 is amended and restated as follows:
This Statement is filed on behalf of Edmundson International, Inc., a
California corporation ("EII"), Consolidated Electrical Distributors, Inc., a
Delaware corporation ("CED"), Employees' Retirement Plan of Consolidated
Electrical Distributors, Inc., a defined benefit plan ("CED Pension Plan"),
Employees' Retirement Plan of Hajoca Corporation, a defined benefit plan,
("Hajoca Pension Plan"), Keith W. Colburn Retirement Plan ("Colburn KEOGH"),
and Keith W. Colburn Trust, under Declaration of Trust, dated February 16,
1978 ("Colburn Trust").
Item 3: Source and Amount of Funds or Other
Consideration.
Item 3 is amended by adding the following paragraph:
On April 5, 1999, EII purchased 50,000 shares of Common Stock on the open
market at a purchase price of $19.81 per share; on April 4, 2000, EII purchased
12,800 shares of Common Stock on the open market at a purchase price of $14.58
per share; and on April 18, 2000, EII purchased 2,500 shares of
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CUSIP NO. 655286102 13D 2 OF 4
Amendment No. 2
Common Stock on the open market at a purchase price of $14.18 per share.
A table identifying each purchase is included in Item 5(c) of this
Amendment.
Item 5: Interest in Securities of the Issuer.
Item 5 is amended and restated as follows:
(a) and (b) The aggregate number of shares and percentage of Common Stock
of the Issuer (based on the Issuer's Proxy Statement that it had 3,700,876
shares of Common Stock outstanding as of March 8, 2000) beneficially owned by
each person named in Item 2, as well as the number of shares of Common Stock as
to which such person is deemed to have sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose or to direct
the disposition, or shared power to dispose or direct the disposition is set
forth in the following table.
Reporting Person No. of Percentage Power to Vote Power to Dispose
Shares of Class Shared Sole Shared Sole
Benef.
Owned
- --------------------------------------------------------------------------------
Edmundson Int. 609,325 16.46% 609,325 609,325
CED 609,325 16.46% 609,325 609,325
CED Pension Plan 80,400 2.17% 80,400 80,400
Hajoca Pension
Plan 30,000 .81% 30,000 30,000
Colburn KEOGH 500 .01% 500 500
Colburn Trust 500 .01% 500 500
The information required by Item 5 with respect to persons with whom
voting or dispositive power is shared is set forth in Item 2. The reporting
persons collectively own 720,225 shares, representing 19.46% of the total number
of shares of Common Stock outstanding.
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CUSIP NO. 655286102 13D 3 OF 4
Amendment No. 2
(c) To the best knowledge of the Reporting Persons, no person described in
paragraph (a) of this Item 5 has effected any transaction in the Common Stock of
the Issuer during the past 60 days other than as set forth in the table below:
Date Purchaser # Shares Price Comm'n Total Funds
Required
- -----------------------------------------------------------------------
04/05/99 EII 50,000 $19.81 $.06 $ 990,500
04/04/00 EII 12,800 $14.58 $.06 $ 186,568
04/18/00 EII 2,500 $14.18 $.06 $ 35,462
TOTAL 65,300 $1,212,530
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(d) To the best knowledge of the Reporting Persons, no person other than
the Reporting Persons and their equity owners has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock of Issuer.
(e) Not applicable.
Item 6: Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
The first paragraph of Item 6 is amended and restated to read as follows:
EII beneficially owns 609,325 shares of Common Stock. EII is a wholly
owned subsidiary of Consolidated Electrical Distributors, Inc. ("CED").
Therefore, CED, through its ownership of EII, beneficially owns 609,325 shares
of Common Stock. Colburn is the beneficiary of the Colburn Trust and Colburn
KEOGH. Colburn beneficially owns 500 shares of Common Stock. A committee makes
investment decisions for CED Pension Plan. A separate committee makes investment
decisions for Hajoca Pension Plan. Any two members of the committees can make
investment decisions for each Pension Plan. Two of the members on CED Pension
Plan's investment committee, including Colburn,
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CUSIP NO. 655286102 13D 4 OF 4
Amendment No. 2
also make investment decisions for Edmundson International and CED, and Colburn
is also a member of the committee for Hajoca Pension Plan. CED Pension Plan
beneficially owns 80,400 shares of Common Stock. Hajoca Pension Plan
beneficially owns 30,000 shares of Common Stock.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 10, 2000
Edmundson International, Inc.
By /s/ John D. Parish
Its Vice President
