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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. 2)*
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 4, 2000
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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), 240.13d-l(f) or 240.13d-1(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 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: 411,088
8. Shared Voting Power: 322,919
9. Sole Dispositive Power: 411,088
10. Shared Dispositive Power: 322,919
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 734,007
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): X
13. Percent of Class Represented by Amount in Row (11): 8.6%
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 350,502 shares owned directly, 130 shares
owned in has 401(k) plan and stock options to purchase 60,456 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 shares in Mr.
Woltz's 401(k) were purchased with funds of the Company under a
matching provision of the plan. 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, under which Mr. Woltz and First Union National
Bank are trustees under the will of Howard O. Woltz, Sr. and 250,000
shares that are held in a family limited partnership under which Mr.
Woltz is a general partner.
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) increase in beneficial ownership as a result
of December 4, 2000 purchase if shares of Common Stock; and (2) 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 734,007 shares of the
Company's Common Stock (8.6%). Of the shares beneficially
owned, Mr. Woltz has the right to exercise options to purchase
60,456 shares. Joan Moore Woltz, wife of Howard O. Woltz,
Jr., owns directly 142,308 shares (1.7%). 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: 350,502 shares owned directly, 130 shares
that are in a 401(k), and, 60,456 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. Mr. Woltz also shares voting power of
250,000 shares which are part of a family limited partnership
of which Mr. Woltz is a general partner.
Sole Dispositive Power: 350,502 shares owned directly, 130
shares that are in a 401(k), and, 60,456 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. Voting power is shared with
First Union National Bank, Fiduciary Operations NC-1060,
Charlotte, NC
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28288. Mr. Woltz also shares voting power of 250,000 shares
which are part of a family limited partnership of which Mr.
Woltz is a general partner.
c. Howard O. Woltz, Jr. purchased 100,000 shares into his
brokerage account on December 4, 2000 at a price of $1.0938
per share.
d. Not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer:
Not applicable.
Item 7: Material to be Filed as Exhibits:
Not applicable.
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.
December 13, 2000
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Date
/s/ Howard O. Woltz, Jr.
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Signature
Howard O. Woltz, Jr., Chairman and a Director
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Name/Title
