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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)*
Insteel Industries, Inc.
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(Name of Issuer)
Common Stock (No Par Value)
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(Title of Class of Securities)
45774W108
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(CUSIP Number)
Howard O. Woltz, Jr.
1373 Boggs Drive
Mount Airy, NC 27030
336-786-2141
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 29, 1992 (see footnote) *
* Reflects decrease in beneficial ownership as a result of December 29, 1992
conversion of issuer debt securities by third parties and certain other minor
changes in beneficial ownership.
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-l(e), 240.132d-l(f) or 240.13d-I (g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1746 (2-98)
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Cusip: 45774W108
1. Names of Reporting Persons. Howard O. Woltz, Jr.
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) [X]
3. SEC Use Only___________________________________________________________
4. Source of Funds (See Instructions): PF/OO
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 465,789
8. Shared Voting Power: 72,919
9. Sole Dispositive Power: 465,789
10. Shared Dispositive Power: 72,919
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 538,708
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [X]
13. Percent of Class Represented by Amount in Row (11): 6.3%
14. Type of Reporting Person (See Instructions): IN
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SCHEDULE 13D
Item 1: Security and Issuer:
Common Stock (No Par Value) (the "Common Stock")
Insteel Industries, Inc. (the "Company")
1373 Boggs Drive
Mount Airy, NC 27030
Item 2: Identity and Background:
a. Howard Osler Woltz, Jr.
b. 1373 Boggs Drive
Mount Airy, NC 27030
c. Chairman
Insteel Industries, Inc.
1373 Boggs Drive
Mount Airy, NC 27030
d. Howard O. Woltz, Jr. has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. Howard O. Woltz, Jr. has not, during the last five years, been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which has resulted in being
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. United States
Item 3: Source and Amount of Funds or Other Consideration:
Sole voting power consists of 438,219 shares owned directly and stock
options to purchase 27,570 shares which are exercisable within 60 days
of this Schedule 13D. Howard O. Woltz, Jr. acquired 123,381 shares as
his pro-rated portion of the shares held by IC Liquidating Corporation,
of which he was a shareholder, which were distributed in January 1986.
The remainder of the shares owned directly by Mr. Woltz were purchased
with personal funds and are held as an investment.
Shared voting power consists of 72,919 shares held in trust for the
benefit of Mr. Woltz. Mr. Woltz and First Union National Bank are
trustees under the will of Howard O. Woltz, Sr.
Item 4: Purpose of Transaction:
Beneficial ownership reported in paragraph 5(a) reflects current
beneficial ownership of reporting person and updates previous Schedule
13D report to reflect: (1) decrease in beneficial ownership as a result
of December 29, 1992 conversion of certain debt securities of the
Company into Company Common Stock by third parties; (2) decrease in
beneficial ownership with respect to the January 1986 liquidation of IC
Liquidating Corporation (described in Item 3 above); and (3) certain
minor transactions in the Common Stock which have occurred since the
date of previous report.
Item 5: Interest in Securities of the Issuer:
a. Howard O. Woltz, Jr. beneficially owns 538,708 shares of the
Company's Common Stock (6.3%). Of the shares beneficially
owned, Mr. Woltz has the right to exercise options to purchase
27,570 shares . Joan Moore Woltz, wife of Howard O. Woltz,
Jr., owns directly 96,519 shares (1.1%). These shares are not
included in the voting or dispositve shares or the aggregate
amount beneficially owned as Howard O. Woltz, Jr. disclaims
beneficial ownership of these shares.
b. Sole Voting Power: 438,219 shares owned directly and, if the
shares were outstanding, 27,570 shares eligible to purchase
through the exercise of options. Shared Voting Power: 72,919
shares held in trust for the benefit of Howard O. Woltz, Jr.
Voting power is shared with First Union National Bank,
Fiduciary Operations NC-1060, Charlotte, NC 28288
Sole Dispositive Power: 438,219 shares owned directly and,
if the shares were outstanding, 27,570 shares eligible to
purchase through the exercise of options. Shared Dispositive
Power: 72,919 shares held in trust for the benefit of Howard
O. Woltz, Jr. Dispositive power is shared with First Union
National Bank, Fiduciary Operations NC-1060, Charlotte, NC
28288
c. Not applicable.
d. Not applicable.
e. Not applicable.
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Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer:
Not applicable.
Item 7: Material to be Filed as Exhibits:
Exhibit I: Schedule 13D manually filed by Howard O. Woltz, Jr.
effective September 25, 1985.
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.
July 2, 1999
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Date
/s/ Howard O. Woltz, Jr.
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Signature
Howard O. Woltz, Jr. - Chairman
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Name/Title
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EXHIBIT I
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Exposaic Industries, Ind.
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(Name of Issuer)
Common Stock (No Par Value)
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(Title of Class of Securities)
302163-10-0
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(CUSIP Number)
Howard 0. Woltz, Jr.
180 West Independence Boulevard
Mount Airy, North Carolina 27030 (919) 786-2141
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 1985
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(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. [ ]
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required 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 filed 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).
(Continued on following page(s))
Page 1 of 5 Pages
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Cusip: 302163-10-0 13D Page 2 of 5
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Howard O. Woltz, Jr. S.S. ####-##-####
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions): PF/OO
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 327,033
8. Shared Voting Power: 44,702
9. Sole Dispositive Power: 81,008
10. Shared Dispositive Power: 87,759
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 371,735
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [X]
13. Percent of Class Represented by Amount in Row (11): 24.1%
14. Type of Reporting Person (See Instructions): IN
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SCHEDULE 13D page 3 of 5
Item 1:
Common Stock (No Par Value)
Exposaic Industries, Inc.
180 West Independence Boulevard
Mount Airy, North Carolina 27030
Item 2:
a. Howard Osler Woltz, Jr.
b. 180 West Independence Boulevard
Mount Airy, North Carolina 27030
c. Chairman and President
Exposaic Industries, Inc.
180 West Independence Boulevard
Mount Airy, North Carolina 27030
(manufacturer of wire and concrete products)
d. The reporting person has not during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
e. The reporting person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which has resulted in being 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. United States
Item 3:
Sole voting power covers 327,033 shares. The 81,000 shares owned
directly were purchased several years ago with personal funds and are held for
investment purposes. The 246,025 shares owned by IC Liquidating Corporation,
were purchased with working capital of that company and have been held as an
investment. (See Item 6.) 44,702 shares are held for investment purposes in
three trusts of which the reporting person is a co-trustee.
Item 4:
See Item 3 and Item 6.
Item 5:
a. Howard Osler Woltz, Jr. owns directly 81,000 shares (5.3%) and has
sole voting and dispositive power over these shares.
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SCHEDULE 13D page 4 of 5
b. Howard O. Woltz, Jr., John E. Woltz, and the Northwestern Bank hold
44,702 shares (2.9%) in three different trusts as co-trustees. Howard O. Woltz,
Jr. as a co-trustee shares voting and dispositive power over these shares.
c. IC Liquidating Corporation owns 246,025 shares (16.0%). Under a
plan of liquidation, pending execution, Howard O. Woltz, Jr. has beneficial
ownership of 43,057 shares (2.8%) and has shared dispositive power over these
shares. Howard O. Woltz, Jr., as president of IC Liquidating Corporation, has
sole voting power over the entire 246,025 shares.
d. Joan Moore Woltz, wife of Howard O. Woltz, Jr., owns directly
11,972 shares (.8%). These shares are not included in the voting or dispositive
shares or the aggregate amount beneficially owned as shown on the cover page as
Howard O. Woltz, Jr. disclaims beneficial ownership of these shares.
Item 6:
IC Liquidating Corporation is in the process of liquidating as a result
of which it is anticipated that the reporting person will receive 43,057 shares
of IC Industries, Inc. Common Stock (No Par Value).
Item 7:
Not applicable.
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SCHEDULE 13D page 5 of 5
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: 9-13-85
Signature: /s/ Howard O. Woltz, Jr.
Name: Howard O. Woltz, Jr.
