UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Bucyrus-Erie Company
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
118902105
(CUSIP Number)
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J. Andrew Rahl, Jr. Esq.
Anderson Kill Olick & Oshinsky, P.C.
1251 Avenue of the Americas, New York, NY 10020-1182
(212) 278-1469
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 4, 1995
(Date of Event which Requires Filing of this Statement)
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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 the 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.)
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>
SCHEDULE 13D
CUSIP No. 118902105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson National Life Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Conversion of pre-bankruptcy debt and equity obligations to post-bankruptcy
equity in reorganized Issuer pursuant to a Plan of Reorganization. (00).
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,228,382
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,228,382
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,228,382
10 SHARED DISPOSITIVE POWER
4,228,382
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,228,382
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6% (*based on amount deemed outstanding as of the effective date of the
Plan of Reorganization)
14 TYPE OF REPORTING PERSON*
Life Insurance Company (IC)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
CUSIP No. 118902105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PPM America, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Conversion of pre-bankruptcy debt and equity obligations to post-bankruptcy
equity in reorganized Issuer pursuant to a Plan of Reorganization. (00).
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,228,382
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,228,382
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,228,382
10 SHARED DISPOSITIVE POWER
4,228,382
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,228,382
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6% *(based on amount deemed outstanding as of the effective date of the
Plan)
14 TYPE OF REPORTING PERSON*
Investment Adviser (IA)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment relates to the Schedule 13D dated December 23, 1994
("Original Schedule 13D") filed by Jackson National Life Insurance Company
("JNL") and PPM America, Inc. ("PPM America") relating to the common stock, par
value $.01 per share ("Common Stock"), of Bucyrus-Erie Company (the "Issuer").
Notwithstanding this Amendment No. 1, the Original Schedule 13D speaks as of its
date. All capitalized terms used but not otherwise defined in this Amendment
have the meanings given to them in the Original Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Original Schedule 13D is amended by amending Schedule I to
the Original Schedule 13D, which sets forth the names of the directors and
executive officers of JNL, Brooke, PPM America, PPM Ltd. and Prudential, as
follows:
Michael (Mick) George Newmarch resigned on January 23, 1995 as Director and
Chairman of JNL and PPM Ltd. and as Group Chief Executive and Director of
Prudential. Paul Brooks resigned on January 26, 1995 as Venture Capital Director
of PPM Ltd. and on February 16, 1995 as Managing Director of Prudential Venture
Managers Ltd ("PVM Ltd."). Accordingly, Schedule I is amended to delete
references to such individuals.
Schedule I is amended to reflect the addition of the following individuals.
On January 23, 1995, Sir Brian Corby became the Group Chief Executive of
Prudential. On January 21, 1995 Jonathan Morgan, a United Kingdom citizen,
became Venture Capital Director of PPM Ltd. and on February 16, 1995, Managing
Director of PVM Ltd., which is his present principal occupation or employment
and the address of the corporation in which such employment is conducted is 1
Waterhouse Square, Holborn Bars, London, EC1N 2ST, England. Mark Bernard
Mandich, a United States citizen, is Vice President Finance and Administration
and Chief Compliance Officer of PPM America, which is his present principal
occupation or employment and the address of the corporation in which such
employment is conducted is 225 West Wacker Drive, Suite 1200, Chicago, Illinois
60606. Amendment No. 1 to Schedule I attached hereto contains the requisite
amended responses to Sections (a), (b), (c) and (f) of Item 2 consistent with
the foregoing in the format of Schedule I.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Schedule 13D is amended to amend and restate in
their entirety the second, third and fourth paragraphs thereof and to add the
following additional paragraphs as follows:
The reporting persons presently do not intend to acquire additional shares
of Common Stock in the open market or through privately negotiated transactions
unless the price of the shares of Common Stock declines or the restrictions
described in Item 4 of the Original Schedule 13D relating to the election of
directors of the Issuer are removed or circumstances otherwise change to permit
the reporting persons effectively to control the Board of Directors of the
Issuer.
The reporting persons continue to anticipate that JNL may, however, acquire
additional shares of Common Stock pursuant to the terms of the Plan. As
discussed in Item 3 of the Original Schedule 13D, pursuant to Section
3.09(b)(ii) of the Plan, any recovery of cash or property obtained by or on
behalf of the Issuer with respect to any Cause of Action against a Non-Released
Person which arose prior to February 18, 1994 shall constitute a distribution on
JNL's claim as the holder of the Bucyrus Resettable Senior Notes. Accordingly,
pursuant to Section 3.09(b)(ii) of the Plan, JNL may be entitled from time to
time after the date of this filing to receive additional shares of Common Stock.
Specifically, JNL is vigorously pursuing as a representative of Holdings' and
Bucyrus' bankruptcy estates claims, rights and Causes of Action against South
Street Corporate Recovery Fund I, L.P., South Street Leveraged Corporate
Recovery Fund, L.P., South Street Corporate Recovery Fund I (International),
L.P., Greycliff Partners, Ltd. and their respective successors, predecessors and
other related parties, including Mikael Salovaara and Alfred Eckert, each in its
or his capacity as a Non-Released Person. At this time the reporting persons
believe it is premature and speculative to estimate the number of shares which
would be received by JNL if JNL were to be wholly or partially successful in
pursuing such claims.
The reporting persons may in the future seek in open market or privately
negotiated transactions to acquire additional shares of Common Stock or to
dispose of all or a portion of Common Stock covered by the Original Schedule
13D. The reporting persons may from time to time consider or discuss with third
parties the disposition of some or all of the shares of Common Stock but do not
presently intend to dispose of such securities. In making any decision whether
to acquire or dispose of shares of Common Stock, in addition to the
considerations discussed above, the reporting persons will consider various
factors, including, among other things, the Issuer's financial condition,
business and prospects, the price at which such securities are trading, the
corporate governance issues described herein, and the nature of other
opportunities available.
JNL is presently pursuing in the Bankruptcy Court a claim under Section
503(b) of the Bankruptcy Code for the recovery of approximately $3.311 million
in actual, necessary professional legal and financial advisory fees and out of
pocket expenses incurred by JNL in making a substantial contribution in the
Proceedings ("503(b) Claim"). JNL has advised the Issuer that if such claim were
<PAGE>
to be allowed, JNL would consider receiving from the Issuer additional shares of
Common Stock instead of requiring payment in cash. At this time the reporting
persons believe it is premature and speculative to estimate the number of shares
which would be received by JNL if JNL were to be wholly or partially successful
in pursuing its 503(b) Claim and if the Issuer were to issue to JNL shares of
Common Stock in lieu cash.
The reporting persons have from time to time discussed with Issuer and/or
unrelated third parties opportunities to engage in an extraordinary corporate
transaction involving such companies or the sale or transfer of a material
amount of assets of such companies. The reporting persons anticipate that they
will continue to explore such types of opportunities with respect to the Issuer.
However, based upon the Issuer's reduced cash flow projections as announced in
its December 29, 1994 press release, which is Exhibit 99.3 to the Issuer's Form
8-K filed December 29, 1994, and certain other business considerations, the
reporting persons presently do not believe that the Issuer should pursue an
acquisition strategy.
The reporting persons have advised the Issuer that they believe senior
management of the Issuer should be augmented to fill empty positions or replaced
as a consequence of the past poor financial performance of the Company and have
caused the JNL Directors to propose to the Issuer's Board of Directors several
proposals to achieve that result. The members of the Board of Directors other
than the JNL Directors have blocked such attempts to replace senior management.
However, the Board voted to appoint Mr. Stark and Mr. Bartlett to a committee to
retain a management consulting firm to evaluate management. Such management
consulting firm's assignment would be to conduct a comprehensive review of the
Issuer's management structure, its present senior management team, and the
individuals that are currently occupying each of the senior management
positions.
Since the Effective Date, the offices of Chairman and Chief Executive
Officer of the Issuer have been vacant. The reporting persons have been advised
that the President of the Issuer, Phillip W. Mork, has requested that the Board
expand his titles to include that of the Chairman and Chief Executive Officer.
The JNL Directors have advised the Issuer that JNL opposes such appointments.
The reporting persons may take any other action with respect to the Issuer
and its securities in any manner permitted by law.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original Schedule 13D is amended to add the following:
(a) Item 11 of the cover pages is incorporated herein by reference. Item 11
has been amended to reflect that the number of shares of Common Stock
beneficially owned by each reporting person is 4,228,382. The number of such
shares previously reported in the Original Schedule 13D (4,228,384) erroneously
included 2 additional shares which were the result of rounding fractional shares
which, pursuant to Section 7.10 of the Plan, were not to be rounded but were
cashed out.
(b) Items 7, 8, 9 and 10 of the cover pages are incorporated herein by
reference. Such items have been amended to reflect that the number of shares of
Common Stock beneficially owned by each reporting person in response to each
item is 4,228,382. The number of such shares previously reported in the Original
Schedule 13D (4,228,384) erroneously included 2 additional shares which were the
result of rounding fractional shares which, pursuant to Section 7.10 of the
Plan, were not to be rounded but were cashed out.
ITEM 7. EXHIBITS
1. Issuer's December 29, 1994 press release, which is Exhibit 99.3 to the
Issuer's Form 8-K filed December 29, 1994.
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.
Date: April 10, 1995
JACKSON NATIONAL LIFE
INSURANCE COMPANY
By: /S/ F. JOHN STARK, III
--------------------------
Name: F. John Stark, III
Title: Attorney-in-fact
PPM AMERICA, INC.
By: /S/ F. JOHN STARK, III
--------------------------
Name: F. John Stark, III
Title: Senior Vice
President and
General Counsel
<PAGE>
SCHEDULE I TO AMENDED SCHDULE 13D
EXECUTIVE OFFICERS AND DIRECTORS
OF JACKSON NATIONAL LIFE INSURANCE COMPANY,
BROOKE LIFE INSURANCE COMPANY, PPM AMERICA, INC.
PRUDENTIAL PORTFOLIO MANAGERS LIMITED AND
PRUDENTIAL CORPORATION PLC
The information given in sections a, b, c, and f of Item 2 of the Original
Schedule 13D is amended to add the following individuals:
PPM AMERICA, INC. ("PPM America")
---------------------------------
Responses to Sections (a), (b), (c) and (f) of Item 2:
(a) Name and Position: Mark Bernard Mandich, Vice President
Finance and Administration, Treasurer
and Chief Compliance Officer
(b) Business Address: 225 West Wacker Drive, Suite 1200
Chicago, Illinois 60606
(c) Present Principal Occupation Vice President Finance and
Employment and the Name, Administration, Treasurer and Chief
Principal Business and Address Compliance Officer of PPM America
of any Corporation or other
Organization in which such
Employment is conducted:
(f) Citizenship: U.S.A.
PRUDENTIAL PORTFOLIO MANAGERS LIMITED ("PPM Ltd.")
RESPONSES TO SECTIONS (A), (B), (C) AND (F) OF ITEM 2:
(a) Name and Position: Jonathan Morgan, Venture Capital Director
(b) Business Address: 142 Holborn Bars
London, EC1N 2NH, England
(c) Present Principal Occupation Venture Capital Director of PPM Ltd. and
or Employment and the Name, Managing Director of Prudential Venture
Principal Business and Address Managers Ltd.
of any Corporation or other
Organization in which such
Employment is conducted:
(f) Citizenship: U.K.
PRUDENTIAL CORPORATION PLC ("Prudential")
RESPONSES TO SECTIONS (A), (B), (C) AND (F) OF ITEM 2:
(a) Name and Position: Sir Brian Corby, Chairman, Group Chief
Executive and Director
(b) Business Address: 142 Holborn Bars
London, EC1N 2NH, England
(c) Present Principal Occupation Chairman, Group Chief Executive and
or Employment and the Name, Director of Prudential
Principal Business and Address
of any Corporation or other
Organization in which such
Employment is conducted:
(f) Citizenship: U.K.
EXHIBIT 1
December 29, 1994
PRESS RELEASE
BUCYRUS-ERIE COMPANY
1994 AND 1995 RESULTS TO BE BELOW PROJECTIONS
Bucyrus-Eric Company (OTC-BCYR) announced today that it is providing the
following updated information regarding its projected operating results in light
of its emergence from Chapter 11 on December 14, 1994. In August, 1993, the
Company prepared projections ("August 1993 Projections") which were contained in
Bucyrus-Erie's Disclosure Statement and Proxy Statement-Prospectus dated January
12, 1994 and were prepared solely in connection with Bucyrus-Erie's Chapter 11
restructuring. In view of the non-occurrence of certain assumptions contained in
the August 1993 projections and as indicated in the Company's periodic reports
subsequently filed with the Securities and Exchange Commission, the August 1993
Projections do not reflect the Company's current business circumstances.
Primarily as a result of lower than projected spare parts shipments,
Bucyrus-Erie currently estimates that revenues for fiscal year 1994 will be
approximately $190.0 million to $194.0 million and earnings before interest,
taxes, depreciation and amortization ("EBITDA") for fiscal year 1994 will be
approximately $12.0 million to $14.0 million, after giving effect to a
nonrecurring gain of approximately $1.35 million from a favorable insurance
settlement. Such estimates, however, are subject to the finalization of results
from subsidiaries, year-end adjustments, adjustments relating to the Company's
reorganization and other uncertainties, and actual results may be significantly
less favorable or more favorable. Consequently, all estimates contained in this
press release should not be regarded as a representation by the Company that the
projected results will be achieved. The Company is not able to forecast 1994 net
earnings at this time, but anticipates that such earnings will be less than
projected EBITDA.
The Company believes that revenues, EBITDA and earnings in fiscal year 1995
will likely be lower than projected in the August 1993 Projections as a result
of decreased spare parts and dragline equipment sales and increased market
competition. The Company currently estimates that EBITDA for fiscal year 1995
will be approximately $12.0 million to $15.0 million.
Bucyrus-Erie does not intend to update or otherwise revise the August 1993
Projections in the future, to otherwise update the estimates contained in this
press release or to publicly disclose projections as to its future revenues or
earnings, including projections with respect to fiscal years 1996 and 1997.
Since the 1994 and 1995 estimates reflected in this press release are subject to
significant uncertainties, such as the worldwide economic cycle and its effect
on the markets for the minerals mined by the Company's products, political
unrest in important foreign markets and the impact of the Clean Air Act on coal
mining in the U.S. Middle West, and are based upon assumptions that may not
prove to be correct, the Company cautions against undue reliance being placed on
such estimates.
Bucyrus-Erie Company is a leading manufacturer and worldwide marketer of
surface mining machinery (principally walking draglines, electric mining shovels
and blast hole drills) and parts and service therefor.
Contact: Bucyrus-Erie Company
Mr. Norbert J. Verville (414-768-4477)
