UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
Osmonics, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
688350 10 7
(CUSIP Number)
Russell F. Lederman, Esq.
Charles W. Palmer Maslon Edelman Borman & Brand, PLLP
6882 East Russet Sky Drive 3300 Norwest Center
Scottsdale, AZ 85262 Minneapolis, Minnesota 55402
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Various dates since 10/93
(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 13-1(b)(3) or (4), check the following box. X
Check the following box if a fee is being paid with the statement. X (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).
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SCHEDULE 13D
CUSIP No. 688350 10 7
1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
CHARLES W. PALMER
2. Check the Appropriate Box if a Member of a Group*
(a)
(b)
3. SEC Use Only
4. Source of Funds*
PF
5. Check Box If Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares beneficially owned by each reporting person with:
7. Sole Voting Power
910,780
8. Shared Voting Power
0
9. Sole Dispositive Power
910,780
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
910,780
12. Check Box if the Aggregate amount in Row (11) Excludes Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.5%
14. Type of Reporting Person*
IN
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Item 1. Security and Issuer.
This Amendment No. 2 ("Amendment No. 1") dated February 9, 1998 to the
Statement on Schedule 13D dated November 30, 1993 (as amended, the
"Schedule 13D") relates to the Common Stock, $.01 par value per share (the
"Common Stock") of Osmonics, Inc., a Minnesota corporation (the "Issuer").
The name and address of the principal executive offices of the Company is:
Osmonics, Inc.
5951 Clearwater Drive
Minnetonka, MN 55343
Item 2. Identity and Background.
(a) This statement relates to Charles W. Palmer, whose principal address
is 6882 East Russet Sky Drive, Scottsdale, Arizona 85262.
(b) During the last five years, Mr. Palmer has not been convicted in any
criminal proceeding, excluding traffic violations or similar misdemeanors.
(c) During the last five years, Mr. Palmer has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or it was 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.
Item 3. Source and Amount of Funds or Other Consideration.
Shares of Autotrol corporation common stock converted in the merger with a
wholly-owned subsidiary of the Company (the "Merger").
Item 4. Purpose of Transactions.
Investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) Charles W. Palmer is the direct beneficial owner of 910,780 shares
of Common Stock of the Issuer (the "Shares") (which includes the right to
acquire 6,000 shares) or approximately 6.5% of the Company s issued and
outstanding Common Stock.
(b) 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
Shares.
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(c) Listed below are all transactions in the Issuer s Common Stock
effected by the Reporting Persons after their original Schedule 13D filing:
Type of Number of Price per
Transaction Trade Date Shares Share
Stock Split 03/21/1994 376,593 N/A
Sell 06/09/1995 75,000 16.875
Gift 06/1995 100,000 N/A
Gift 12/1996 50,000 N/A
(d) Not applicable.
(e) Not applicable. The Reporting Person still beneficially owns more
than five percent of the Issuer s outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Mr. Palmer is a director of the Company.
Item 7. Material to be Filed as Exhibits.
None
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 9, 1998
By /s/ Charles W. Palmer
Charles W. Palmer
