UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
SGI International
(Name of Issuer)
(Title of Class of Securities)
#784185209000
(CUSIP Number)
Ben W. Reppond/and Deborah L. Reppond,
13217 9th Avenue N.W., Seattle, WA 98177, (425) 974-4444
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
August 31, 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.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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>
CUSIP No. #784185209000
1. Names of Reporting Persons: Ben W. Reppond and Deborah L. Reppond JTWROS
I.R.S. Identification Nos. of above persons (entities only): ###-##-####
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization: US
Number of 7. Sole Voting Power 862,511
Shares Bene-
ficially 8. Shared Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 762,511
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11): More than 5%
14. Type of Reporting Person (See Instructions)
Ben W. Reppond - IN
Deborah L. Reppond - IN
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons - Furnish
the full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are entities
are also requested to furnish their I.R.S. identification numbers, although
disclosure of such numbers is voluntary, not mandatory (see "SPECIAL
INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and such membership is expressly affirmed, please check
row 2(a). If the membership in a group is disclaimed or the reporting person
describes a relationship with other persons but does not affirm the existence
of a group, please check row 2(b) [unless a joint filing pursuant to Rule
13d-1(f)(1) in which case it may not be necessary to check row 2(b)].
(3) The 3rd row is for SE internal use; please leave blank.
(4) Classify the source of funds or other consideration used or to be used in
making purchases as required to be disclosed pursuant to Item 3 of Schedule 13D
and insert the appropriate symbol (or symbols if more than one is necessary)
in row (4):
Category of Source Symbol
Subject Company (Company whose securities are being acquired) SC
Bank BK
Affiliate (of reporting person) AF
Working Capital (of reporting person) WC
Personal Funds (of reporting person) PF
Other OO
(5) If disclosure of legal proceedings or actions is required pursuant to
either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) Citizenship or place of Organization - Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization. (See Item 2 of Schedule 13D.)
(7)-(11),(13) Aggregate Amount Beneficially Owned by Each Reporting Person,
etc. - Rows (7) through (11) inclusive, and (13) are to be completed in
accordance with the provisions of Item 5 of Schedule 13D. All percentages are
to be rounded off to nearest tenth (one place after decimal point).
(12) Check if the aggregate amount reported as beneficially owned in row (11)
does not include shares which the reporting person discloses in the report but
as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17 CFR
240.13d-4] under the Securities Exchange Act of 1934.
(14) Type of Reporting Person - Please classify each "reporting person"
according to the following breakdown and place the appropriate symbol (or
symbols, i.e., if more than one is applicable, insert all applicable symbols)
on the form:
Category Symbol
Broker - Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Advisor IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover page as are needed, one
reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references to
an item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item
becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange Act or otherwise subject
to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules
as to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit
the information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws and
rules promulgated thereunder.
General Instructions
A. The item numbers and captions of the items shall be included but the text of
the items is to be omitted. The answers to the items shall be so prepared as to
indicate clearly the coverage of the items without referring to the text of
the items. Answer every item. If an item is inapplicable or the answer is in
the negative, so state.
B. Information contained in exhibits to the statements may be incorporated by
reference in answer or partial answer to any item or sub-item of the statement
unless it would render such answer misleading, incomplete, unclear or confusing.
Material incorporated by reference shall be clearly identified in the reference
by page, paragraph, caption or otherwise. An express statement that the
specified matter is incorporated by reference shall be made at the particular
place in the statement where the information is required. A copy of any
information or a copy of the pertinent pages of a document containing such
information which is incorporated by reference shall be submitted with this
statement as an exhibit and shall be deemed to be filed with the Commission for
all purposes of the Act.
C. If the statement is filed by a general or limited partnership, syndicate, or
other group, the information called for by Items 2-6, inclusive, shall be given
with respect to (i) each partner of such general partnership; (ii) each partner
who is denominated as a general partner or who functions as a general partner
of such limited partnership; (iii) each member of such syndicate or group; and
(iv) each person controlling such partner or member. If the statement is filed
by a corporation or if a person referred to in (i), (ii), (iii) or (iv) of this
Instruction is a corporation, the information called for by the above mentioned
items shall be given with respect to (a) each executive officer and director of
such corporation; (b) each person controlling such corporation; and (c) each
executive officer and director of any corporation or other person ultimately in
control of such corporation.
Item 1. Security and Issuer
State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive offices of the
issuer of such securities.
Item 2. Identity and Background
If the person filing this statement or any person enumerated in Instruction C
of this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place
of its organization, its principal business, the address of its principal
office and the information required by (d) and (c) of this Item. If the person
filing this statement or any person enumerated in Instruction C is a natural
person, provide the information specified in (a) through (f) of this Item with
respect to such person(s).
<PAGE>
CHRONOLOGICAL TRANSACTION HISTORY OF
ACQUISITION OF SGI INTERNATIONAL
BY BEN W. REPPOND and DEBORAH REPPOND, beneficially or
by direct ownership
as of 8/7/98
TABLE 1
Individually
<TABLE>
<S> <C> <C> <C> <C> <C>
Trans. Settl. Activity
Date Date Type Quantity Description Price
8/06/98 08/11/98 Bought 50,000 SGI Int'l 1.00716
8/07/98 08/12/98 Bought 50,000 SGI Int'l 1.08718
</TABLE>
GRAND TOTAL (ALL OWNERSHIPS):
<TABLE>
<S> <C>
TABLE 1: 100,000 shares
GRAND TOTAL: 100,000
</TABLE>
(a) Name;
(b) Residence or business address;
(c) Present principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such employment
is conducted;
(d) Whether or not, during the last five years, such person has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
and, if so, give the dates, nature of conviction, name and location of court,
and penalty imposed, or other disposition of the case;
(e) Whether or not, during the last five years, such person 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; and, if so, identify and describe such
proceedings and summarize the terms of such judgment, decree or final order;
and
(f) Citizenship.
Item 3. Source and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used or
to be used in making the purchases, and if any part of the purchase price is or
will be represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto. Where material, such information should also be provided with respect
to prior acquisitions not previously reported pursuant to this regulation. If
the source of all or any part of the funds is a loan made in the ordinary course
of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the
bank shall not be made available to the public if the person at the time of
filing the statement so requests in writing and files such request, naming such
bank, with the Secretary of the Commission. If the securities were acquired
other than by purchase, describe the method of acquisition.
Item 4. Purpose of Transaction
State the purpose or purposes of the acquisition of securities of the issuer.
Describe any plans or proposals which the reporting persons may have which
relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer, or
the disposition of 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 assets of the issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board;
(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
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the Investment
Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of securities
outstanding as contained in the most recently available filing with the
Commission by the issuer unless the filing person has reason to believe such
information is not current) beneficially owned (identifying those shares which
there is a right to acquire) by each person named in Item 2. The above
mentioned information should also be furnished with respect to persons who,
together with any of the persons named in Item 2, comprise a group within the
meaning of Section s13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the number
of shares as to which there is 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 to direct the disposition. Provide
the applicable information required by Item 2 with respect to each person with
whom the power to vote or to direct the vote or to dispose or direct the
disposition is shared;
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent filing of
Schedule 13D (240.13d-191), whichever is less, by the persons named in response
to paragraph (a).
Instruction. The description of a transaction required by Item 5(c) shall
include, but not necessarily be limited to: (1) the identity of the person
covered by Item 5(c) who effected the transaction; (2) the date of the
transaction; (3) the amount of securities involved; (4) the price per share or
unit; and (5) where and how the transaction was effected.
(d) If any 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, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or endowment fund is
not required.
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of securities.
Instruction. For computations regarding securities which represent a right to
acquire an underlying security, see Rule 13d-3(d)(1) and the note thereto.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the 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, naming the
persons with whom such contracts, arrangements, understandings or relationships
have been entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained in loan
agreements need not be included.
Item 7. Material to Be Filed as Exhibits
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Rule
13d-1(f) (240.13d-1(f)) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to (1) the borrowing
of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition
of issuer control, liquidation, sale of assets, merger, or change in business or
corporate structure or any other matter as disclosed in Item 4; and (3) the
transfer or voting of the securities, finder's fees, joint ventures, options,
puts, calls, guarantees of loans, guarantees against loss or of profit, or the
giving or withholding of any proxy as disclosed in Item 6.
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.
8/7/98
- --------------
Date
/s/Ben W. Reppond /s/ Ben W. Reppond
---------------- --------------------
Signature: Ben W. Reppond Deborah L. Reppond
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: International misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
- - --------
1 The actual figures for the stock acquisition are more accurately reflected on
the books of the broker, Smith Barney, Greg Dufault salesperson, (619) 551-1090,
and show that as of this date (3/12/98), the total shares held by all four (4)
forms of ownerships is 700,055 shares of SGI Int'l. The reported number of
shares acquired as reflected in the Tables 1-4 above are taken from confirmation
slips which are not complete. The requisite 5% level of stock ownership required
in order to file Schedule 13D was achieved, it is believed, on March 2, 1998.
