SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Durakon Industries, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
266334101
(Cusip Number)
Barbara E. Shields
6300 Ridglea Place, Suite 1111
Fort Worth, Texas 76116
(817) 335-8282
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 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(e), 13d-1(f) or 13d-1(g), check the
following box [X].
*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).
**The total number of shares of stock reported herein is 443,325, which
constitutes approximately 7.2% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 6,128,200 shares
outstanding.
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1. Name of Reporting Person:
Corbin & Company
2. Check the Appropriate Box if a Member of a Group:
(a) / /
Not Applicable
(b) / /
3. SEC Use Only
4. Source of Funds: OO (Funds Received from Advisory Clients)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Units
Beneficially 8. Shared Voting Power: 443,325 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 443,325 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
443,325
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.2%
14. Type of Reporting Person: IA
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(1) Power is exercised through its Chairman, President and Chief Investment
Officer, David A. Corbin.
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Item 1. SECURITY AND ISSUER.
This statement relates to the Common Stock (the "Stock") of Durakon
Industries, Inc. (the "Issuer"). The principal executive offices of the Issuer
are located at 2101 N. Lapeer Road, Lapeer, Michigan 48446.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(e) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby files this Schedule 13D Statement on behalf of
Corbin & Company, a Texas corporation ("Corbin & Co."). Corbin & Co. is
sometimes hereinafter referred to as the "Reporting Person." Additionally,
pursuant to Instruction C to Schedule 13D, information is included herein with
respect to David A. Corbin ("Corbin") (the "Controlling Person"). The Reporting
Person, the Controlling Person and the other persons identified in paragraphs
(b) - (c) of Item 2 are sometimes hereinafter collectively referred to as the
"Item 2 Persons."
(b) - (c)
CORBIN & CO.
Corbin & Co. is a Texas corporation, the principal business of which is
providing investment advisory services to third parties. The principal business
address of Corbin & Co., which also serves as its principal office, is 6300
Ridglea Place, Suite 1111, Fort Worth, Texas 76116. Pursuant to Instruction
C to Schedule 13D of the Act, the name, residence or business address, and
present principal occupation or employment of each director, executive officer
and controlling person of Corbin & Co. are as follows:
Residence or Principal Occupation
Name Business Address or Employment
David A. Corbin 6300 Ridglea Place Chairman, President and
Suite 1111 Chief Investment Officer of
Fort Worth, Texas 76116 Corbin & Co.
R. Kyle Kight 6300 Ridglea Place Vice President for
Suite 1111 Portfolio Management,
Fort Worth, Texas 76116 Corbin & Co.
Tod M. Miller 6300 Ridglea Place Vice President for Marketing,
Suite 1111 Corbin & Co.
Fort Worth, Texas 76116
Jeffrey D. Ressetar 6300 Ridglea Place Chief Financial Officer and
Suite 1111 Chief Operations Officer of
Fort Worth, Texas 76116 Corbin & Co.
Barbara E. Shields 6300 Ridglea Place Vice President for Client
Suite 1111 Relations and Legal Affairs,
Fort Worth, Texas 76116 Corbin & Co.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been 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.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Corbin & Co. has expended $4,798,833.74 to purchase shares of the Stock.
Such funds were received from Corbin & Co.'s investment advisory clients.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Person has had discussions with management of the Issuer
concerning alternatives regarding maximization of shareholder value as well as
various operational and financial aspects of the Issuer's business. On November
17, 1998, the Reporting Person delivered to the Issuer's Board of Directors a
letter, a copy of which is attached hereto as Exhibit A, setting forth specific
proposals for the Board's consideration relating to maximization of shareholder
value. These proposals involve (i) the repurchase of shares of the Stock by the
Issuer, and (ii) the institution, at a later date, of dividend payments on
shares of the Stock. As stated in the letter, the Reporting Person has
requested a response from the Issuer's Board by December 15, 1998.
The Reporting Person acquired on behalf of its advisory clients, and its
client accounts continue to hold, the shares of the Stock reported herein for
investment purposes. Depending on market conditions and other factors that the
Reporting Person may deem material to its investment decisions, the Reporting
Person may purchase additional shares of the Stock in the open market or in
private transactions. Depending on the same factors, the Reporting Person may
sell all or a portion of the shares of the Stock on the open market or in
private transactions.
Except as set forth in this Item 4, the Reporting Person has no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Reporting Person
CORBIN & CO.
The aggregate number of shares of the Stock that Corbin & Co. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 443,325, which constitutes
approximately 7.2% of the outstanding shares of the Stock.
Controlling Person
CORBIN
Because of his positions as Chairman, President and Chief Investment
Officer of Corbin & Co., Corbin may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 443,325 shares of the Stock, which
constitutes approximately 7.2% of the outstanding shares of the Stock.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the Item 2 Persons is the beneficial owner of any shares
of the Stock.
(b)
Reporting Person
CORBIN & CO.
Acting through Corbin, its Chairman, President and Chief Investment
Officer, Corbin & Co. has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 443,325 shares of the Stock.
Controlling Person
CORBIN
As Chairman, President and Chief Investment Officer of Corbin & Co., Corbin
has the shared power to vote or to direct the vote and to dispose or to direct
the disposition of 443,325 shares of the Stock.
(c) During the last 60 days, Corbin & Co. has purchased and sold shares
of the Stock in open market transactions on the NASDAQ National Market as
follows:
NUMBER OF SHARES PRICE PER
DATE PURCHASED SHARE
11/03/98 400 $ 9.75
NUMBER OF SHARES PRICE PER
DATE SOLD SHARE
9/24/98 2,000 $ 10.00
9/28/98 1,000 10.13
Except as set forth in this paragraph (c), to the best of the knowledge of
the Reporting Person, none of the Item 2 Persons have effected any transactions
in the Stock during the past 60 days.
(d) All of the shares of the Stock reported herein are owned by Corbin &
Co.'s advisory clients, who have the sole right to receive and the sole power
to direct the receipt of dividends from, or the proceeds from the sale of, such
shares of the Stock. To the best knowledge of Corbin & Co., no client of Corbin
& Co. has an interest in dividends or sale proceeds that relates to 5% or more
of the outstanding shares of the Stock.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships with respect to shares of the Stock owned by the
Reporting Person.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Letter from Corbin & Company to the Issuer's Board of
Directors, dated November 17, 1998.<PAGE>
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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.
DATED: November 19, 1998
CORBIN & COMPANY
By: /s/ Barbara E. Shields
Barbara E. Shields, Vice President
for Client Relations and Legal Affairs
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<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Letter from Corbin & Company to the Issuer's Board of Directors,
dated November 17, 1998
Exhibit 99.1
November 17, 1998
Mr. David W. Wright
President and Chief Executive Officer
Durakon Industries
2101 North Lapeer Road
Lapeer, MI 48446
Dear Mr. Wright:
I am writing you today as investment manager for shareholders of your firm
who currently control approximately 450,000 shares. I am concerned about
shareholder value, not just for my clients, but for all Durakon Industries
shareholders. Although the company has made considerable strides to increase
shareholder value, we feel that more needs to be done in the short-term to
add to the long-term value of the company.
First, we are specifically asking that the share repurchase program be
aggressively invigorated, either in the form of an auction, or through some
type of tender for shares. It is clear that the current program is not
achieving its goal of reducing the number of outstanding shares in a
meaningful way. This may be because investors with large blocks of stock
cannot find any liquidity in the marketplace or that the low price level
precludes their sale. We believe that an offer of $12-$13 per share in this
situation is appropriate for the approximately 475,000 shares remaining under
the current repurchase authorization. Let us not forget that two years ago
Durakon repurchased shares from a director's firm at $13 per share. The
company is clearly better situated today in its manufacturing and markets
than it was then; therefore, the stock should be an even better value at the
same or a lower price.
Second, the company should begin paying a small dividend to its shareholders.
A yearly rate of $.20 would not be any financial hardship to the firm and
would have the potential of increasing the interest of the retail investing
public in the company's shares. Additionally, it would help to provide some
stability to the share price during times of uncertainty in the small-cap
manufacturing sector, like the most recent past.
We are very excited about the future of Durakon Industries. The company's
leading position in its core businesses, excellent financial position, and
strengthening manufacturing capability all bode well for the future. We
intend to be, as we have been over the last few years, very supportive of the
firm and its management. That is why we are bringing these ideas to your
attention, and we would expect a response to this letter from the board of
directors by December 15, 1998.
Sincerely,
/s/ David A. Corbin
David A. Corbin, CFA
President & Chief
Investment Officer
