<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
NORTH PITTSBURGH SYSTEMS, INC.
------------------------------
(Name of Issuer)
Common Stock, par value $.15625 per share
-----------------------------------------
(Title of Class of Securities)
661564-10-4
-----------
(CUSIP Number)
Kirby J. Campbell, Vice President and Chief Financial Officer
Armstrong Utilities, Inc.
One Armstrong Place
Butler, Pennsylvania 16001
(412) 283-0925
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 19, 1996
-----------------
(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 this statement. [ ]
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CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Armstrong Utilities, Inc. 25-1092834
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) WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization Pennsylvania
Number of 7) Sole Voting Power 935,740
Shares
Beneficially 8) Shared Voting Power
Owned by Each
Reporting 9) Sole Dispositive Power 935,740
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 935,740
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 6.22%
14) Type of Reporting Person (See Instructions) CO
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CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Armstrong Holdings, Inc. 25-1563080
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) WC
5) Check 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 297,996
Shares
Beneficially 8) Shared Voting Power
Owned by Each
Reporting 9) Sole Dispositive Power 297,996
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 297,996
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 1.98%
14) Type of Reporting Person (See Instructions) CO
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CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Jay L. Sedwick ###-##-####
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
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization USA
Number of 7) Sole Voting Power 2,122
Shares
Beneficially 8) Shared Voting Power 1,264,774
Owned by Each
Reporting 9) Sole Dispositive Power 2,122
Person With
10) Shared Dispositive Power 1,264,774
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,266,896
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 8.42%
14) Type of Reporting Person (See Instructions) IN
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CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Linda L. Sedwick ###-##-####
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
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization USA
Number of 7) Sole Voting Power 25,640
Shares
Beneficially 8) Shared Voting Power
Owned by Each
Reporting 9) Sole Dispositive Power 25,640
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 25,640
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.17%
14) Type of Reporting Person (See Instructions) IN
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CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Kirby J. Campbell ###-##-####
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
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization USA
Number of 7) Sole Voting Power
Shares
Beneficially 8) Shared Voting Power 1,264,774
Owned by Each
Reporting 9) Sole Dispositive Power
Person With
10) Shared Dispositive Power 1,264,774
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,264,774
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 8.41%
14) Type of Reporting Person (See Instructions) IN
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CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
William C. Stewart ###-##-####
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
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization USA
Number of 7) Sole Voting Power 4,400
Shares
Beneficially 8) Shared Voting Power 1,277,614
Owned by Each
Reporting 9) Sole Dispositive Power 4,400
Person With
10) Shared Dispositive Power 1,277,614
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,282,014
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 8.49%
14) Type of Reporting Person (See Instructions) IN
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CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Gay O. Stewart ###-##-####
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
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization USA
Number of 7) Sole Voting Power
Shares
Beneficially 8) Shared Voting Power 13,240
Owned by Each
Reporting 9) Sole Dispositive Power
Person With
10) Shared Dispositive Power 13,240
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 13,240
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) less than 0.1%
14) Type of Reporting Person (See Instructions) IN
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CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Jud D. Stewart ###-##-####
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
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization USA
Number of 7) Sole Voting Power 200
Shares
Beneficially 8) Shared Voting Power
Owned by Each
Reporting 9) Sole Dispositive Power 200
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 200
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) less than 0.1%
14) Type of Reporting Person (See Instructions) IN
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CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Sedwick Foundation 25-6284774
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) OO
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization Pennsylvania
Number of 7) Sole Voting Power 30,638
Shares
Beneficially 8) Shared Voting Power
Owned by Each
Reporting 9) Sole Dispositive Power 30,638
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 30,638
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.20%
14) Type of Reporting Person (See Instructions) OO
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INTRODUCTORY STATEMENT
This Amendment No. 10 is being filed by the Reporting Persons identified
in Item 2 hereof (collectively, the "Reporting Persons") for the purpose of (i)
updating certain information set forth in Amendment No. 9 to Schedule 13D and
(ii) reporting a transfer of ownership of the Common Stock (as defined below)
from one Reporting Person to another Reporting Person.
Item 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, par value $.15625 per
share, of North Pittsburgh Systems, Inc. (the "Issuer"), Gibsonia, Pennsylvania
15044 (hereinafter referred to as the "Common Stock"). All of the information
herein relating to the Issuer's Common Stock reflects the Issuer's two-for-one
stock split in May, 1996.
Item 2. IDENTITY AND BACKGROUND.
ARMSTRONG UTILITIES, INC. is a Pennsylvania corporation. Its principal
business is cable television. The address of its principal business is One
Armstrong Place, Butler, Pennsylvania 16001. The executive officers and
directors of Armstrong Utilities, Inc. are as follows:
Jay L. Sedwick - Chairman of the Board,
President, CEO and Director
William C. Stewart - Secretary, Executive Vice
President, COO and Director
Kirby J. Campbell - Executive Vice President, CFO,
Treasurer and Director
Dru A. Sedwick - Senior Vice President and
Director
Armstrong Holdings, Inc., a Delaware corporation, owns 100% of the issued and
outstanding capital stock of Armstrong Utilities, Inc. Information concerning
the identity and background of the executive officers and directors of
Armstrong Utilities, Inc. is set forth below in this Item 2 under the names of
such persons.
JUD, INCORPORATED is a Pennsylvania corporation that, as of the date of
filing hereof, is in the process of voluntarily winding up its business
activities in order to be dissolved. Its principal business is providing
management services. The address
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<PAGE> 12
of its principal business and of its principal office is One Armstrong Place,
Butler, Pennsylvania 16001. The executive officers and directors of Jud,
Incorporated are as follows:
Jay L. Sedwick - President, CEO and Director
William C. Stewart - Secretary and Director
Kirby J. Campbell - Executive Vice President, CFO,
Treasurer and Director
Dru A. Sedwick - Senior Vice President and
Director
Armstrong Holdings, Inc., a Delaware corporation, owns 100% of the issued and
outstanding capital stock of Jud, Incorporated. Information concerning the
identity and background of the executive officers and directors of Jud,
Incorporated is set forth below in this Item 2 under the names of such persons.
ARMSTRONG HOLDINGS, INC. is a Delaware corporation. Its principal business
is acting as a holding company. The address of its executive offices is One
Armstrong Place, Butler, Pennsylvania 16001. The executive officers and
directors of Armstrong Holdings, Inc. are as follows:
Jay L. Sedwick - Chairman, President, CEO and
Director
William C. Stewart - Secretary and Director
Kirby J. Campbell - Executive Vice President,
Treasurer and Director
Dru A. Sedwick - Senior Vice President and
Director
Information concerning the identity and background of the executive officers
and directors of Armstrong Holdings, Inc. is set forth below in this Item 2
under the names of such persons.
JAY L. SEDWICK AND LINDA L. SEDWICK, husband and wife, are citizens of the
United States whose residence address is 443 Belmont Road, Butler, Pennsylvania
16001. Jay L. Sedwick's present principal occupation or employment is Chairman
of the Board, President, Chief Executive Officer and Director of Armstrong
Utilities, Inc., Butler, Pennsylvania, the principal business of which is
providing cable television services to locations in Maryland, Ohio,
Pennsylvania and West Virginia. Linda L. Sedwick's present principal occupation
or employment is housewife.
KIRBY J. CAMPBELL, is a citizen of the United States whose residence
address is 257 Medical Center Road, Chicora, Pennsylvania 16025. Mr. Campbell's
present principal occupation or employment is Executive Vice President, Chief
Financial Officer, Treasurer and Director of Armstrong Utilities, Inc. and of a
group of affiliated companies.
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<PAGE> 13
WILLIAM C. STEWART AND GAY O. STEWART, husband and wife, are citizens of
the United States whose residence address is 220 Havenhill Drive, Butler,
Pennsylvania 16001. Mr. Stewart's present principal occupation or employment is
Chief Operating Officer, Executive Vice President, Secretary and Director of
Armstrong Utilities, Inc. and a group of affiliated cable television companies.
Mrs. Stewart's present principal occupation or employment is housewife.
DRU A. SEDWICK is a citizen of the United States whose residence is 112
Barton Drive, Butler, Pennsylvania 16001. His present principal occupation or
employment is Senior Vice President and Director of Armstrong Utilities, Inc.
and of a group of affiliated companies.
JUD D. STEWART is a citizen of the United States whose residence address
is 509 North McKean Street, Butler, Pennsylvania 16001. His present principal
occupation or employment is Vice President/Marketing of Armstrong Utilities,
Inc.
SEDWICK FOUNDATION (the "Trust") was created by a Trust Agreement dated
September 15, 1986. Jay L. Sedwick, William C. Stewart and Kirby J. Campbell,
Trustees of the Trust, have voting and dispositive power over the shares of
Common Stock owned by the Trust.
None of the above persons (hereinafter referred to collectively as the
"Reporting Persons") has during the last five years (i) been convicted in a
criminal proceeding or (ii) been a party to a civil or administrative
proceeding resulting in 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.
Since the filing of Amendment No. 9 to Schedule 13D relating to the
Issuer, the source and amount of funds used in making the acquisitions of the
Common Stock of the Issuer are as follows:
Jud, Incorporated transferred all of its shares of Common Stock (261,040
shares) to Armstrong Holdings, Inc. in November, 1996 as part of Jud,
Incorporated's winding up proceedings.
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<PAGE> 14
Item 4. PURPOSE OF TRANSACTION. The purpose of the transaction reported in
Item 3 above was to transfer the shares prior to the dissolution and winding up
of Jud, Incorporated. No other change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The aggregate number of shares and percentages of the outstanding Common
Stock of the Issuer beneficially owned by each Reporting Person as of the date
hereof is as follows:
ARMSTRONG UTILITIES, INC. beneficially owns 935,740 shares or 6.22% of the
Common Stock outstanding. While the President and directors of Armstrong
Utilities, Inc. are listed below as sharing voting and dispositive power over
such shares, it is considered that Armstrong Utilities, Inc. has sole voting
and dispositive power over such shares since the power shared by its President,
directors and sole shareholder is identical with, rather than in addition to,
the power possessed by Armstrong Utilities, Inc.
ARMSTRONG HOLDINGS, INC. beneficially owns 297,996 shares or 1.99% of the
Common Stock outstanding. While the President and directors of Armstrong
Holdings, Inc. are listed below as sharing voting and dispositive power over
such shares, it is considered that Armstrong Holdings, Inc. has sole voting and
dispositive power over such shares since the power shared by its President,
directors and sole shareholder is identical with, rather than in addition to,
the power possessed by Armstrong Holdings, Inc.
JAY L. SEDWICK beneficially owns 2,122 shares of Common Stock over which
he has sole voting and dispositive power. As a director, Chairman of the Board,
President and Chief Executive Officer of Armstrong Utilities, Inc., and of
Armstrong Holdings, Inc., Jay L. Sedwick shares voting and dispositive power
over 935,740 and 297,996 (1,233,736 total) shares of Common Stock owned by
Armstrong Utilities, Inc. and Armstrong Holdings, Inc., respectively. LINDA L.
SEDWICK beneficially owns 25,640 shares of Common Stock over which she has sole
voting and dispositive power. The 1,266,896 shares beneficially owned by Jay L.
Sedwick and the 25,640 shares of Common Stock owned by Linda L. Sedwick
represent 8.42% and 0.17%, respectively, of the Common Stock outstanding.
Included in this number of shares is 30,638 shares of Common Stock held in the
Sedwick Foundation over which Jay L. Sedwick, as a Trustee, has voting and
dispositive power and 400 shares of Common Stock held in the Jud L. Sedwick
Family Trust No. 2, over which Jay L. Sedwick, as a trustee, has voting and
dispositive power.
KIRBY J. CAMPBELL, as a director and officer of Armstrong Utilities, Inc.
and Armstrong Holdings, Inc., shares voting and dispositive power over 935,740
and 297,996 (1,233,736
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<PAGE> 15
total) shares of Common Stock of Armstrong Utilities, Inc., and Armstrong
Holdings, Inc., respectively. The 1,264,774 shares beneficially owned by Kirby
J. Campbell represents 8.41% of the Common Stock outstanding. Included in this
number of shares is 30,638 shares of Common Stock held in the Sedwick
Foundation over which Kirby J. Campbell, as a Trustee, has voting and
dispositive power and 400 shares of Common Stock held in the Jud L. Sedwick
Family Trust No. 2, over which Kirby J. Campbell, as a trustee, has voting and
dispositive power.
WILLIAM C. STEWART AND GAY O. STEWART share voting and dispositive power
over 13,240 shares of Common Stock which they beneficially own as tenants by
the entireties. William C. Stewart beneficially owns 4,400 shares of Common
Stock over which he has sole voting and dispositive power, and as a director
and Secretary, Executive Vice President, and Chief Operating Officer of
Armstrong Utilities, Inc. and as a director and Secretary of Armstrong
Holdings, Inc., William C. Stewart shares voting and dispositive power over
935,740 and 297,996 (1,233,736 total) shares of Common Stock of Armstrong
Utilities, Inc. and Armstrong Holdings, Inc., respectively. The 1,282,014
shares beneficially owned by William C. Stewart and the 13,240 shares
beneficially owned by Gay O. Stewart represent 8.52% and less than .1%,
respectively, of the Common Stock outstanding. Included in this number of
shares is 30,638 shares of Common Stock held in the Sedwick Foundation over
which William C. Stewart, as a Trustee, has voting and dispositive power.
JUD D. STEWART beneficially owns 200 shares of Common Stock over which he
has sole voting and dispositive power. The 200 shares beneficially owned by Jud
D. Stewart represent less than 0.1% of the Common Stock outstanding.
SEDWICK FOUNDATION (the "Trust") beneficially owns 30,638 shares of Common
Stock over which Jay L. Sedwick, William C. Stewart and Kirby J. Campbell, as
Trustees, have voting and dispositive power. These shares were gifted to the
Trust by Jay L. Sedwick. The 30,638 shares beneficially owned by the Trust
represent 0.2% of the Common Stock outstanding.
No 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, any of the shares
of Common Stock listed above except the Reporting Persons listed above as the
beneficial owners of such shares.
Jud, Incorporated transferred all of its shares of Common Stock (261,040
shares) to Armstrong Holdings, Inc. in November, 1996 as part of Jud,
Incorporated's winding up proceedings.
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<PAGE> 16
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No other change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The agreement of the Reporting Persons, who have previously reported
holdings of the Common Stock, that this statement is filed on behalf of each of
them is incorporated by reference under the caption "Signatures" on page 27 of
Amendment No. 1 to Schedule 13D, on page 27 of Amendment No. 2 to Schedule 13D
and on page 16 of Amendment No. 3 to Schedule 13D relating to the Issuer.
The Schedule 13D of the Reporting Persons, in restated form incorporating
the original Schedule 13D and all amendments thereto, including this Amendment
No. 10, is filed herewith and attached hereto as EXHIBIT 7.1 to this Amendment
No. 10 as required by Rule 101(a)(2)(ii) of Regulation S-T.
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<PAGE> 17
SIGNATURES
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, that I have no reason to believe that the information
herein concerning the other persons is inaccurate and that I agree that this
statement is to be filed on behalf of each of the persons, including myself.
Date: December 2, 1996 /S/JAY L. SEDWICK
-----------------------------
JAY L. SEDWICK, for himself, as Trustee of
the Sedwick Foundation, and as
Attorney-in-Fact and under Power of Attorney
for Armstrong Utilities, Inc., Linda L.
Sedwick, Kirby J. Campbell, William C.
Stewart, Gay O. Stewart and Jud D. Stewart
ARMSTRONG HOLDINGS, INC.
By: /S/JAY L. SEDWICK
---------------------------
Title: President
JUD L. SEDWICK FAMILY TRUST NO. 2
By: /S/JAY L. SEDWICK
---------------------------
Title: Trustee
By: /S/KIRBY J. CAMPBELL
---------------------------
Title: Trustee
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<PAGE> 18
EXHIBIT 7.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Restatement of Schedule 13D
and all Amendments thereto)
NORTH PITTSBURGH SYSTEMS, INC.
------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.15625 PER SHARE
-----------------------------------------
(Title of Class of Securities)
661564-10-4
-----------
(CUSIP Number)
Kirby J. Campbell, Vice President and Chief Financial Officer
Armstrong Utilities, Inc.
One Armstrong Place
Butler, Pennsylvania 16001
(412) 283-0925
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NONE
----
(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 this statement. [ ]
<PAGE> 19
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Armstrong Utilities, Inc. 25-1092834
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) WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization PENNSYLVANIA
Number of 7) Sole Voting Power 935,740
Shares
Beneficially 8) Shared Voting Power
Owned by Each
Reporting 9) Sole Dispositive Power 935,740
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 935,740
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 6.22%
14) Type of Reporting Person (See Instructions) CO
- 2 -
<PAGE> 20
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Armstrong Holdings, Inc. 25-1563080
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) WC
5) Check 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 297,996
Shares
Beneficially 8) Shared Voting Power
Owned by Each
Reporting 9) Sole Dispositive Power 297,996
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 297,996
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 1.98%
14) Type of Reporting Person (See Instructions) CO
- 3 -
<PAGE> 21
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Jay L. Sedwick ###-##-####
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
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization USA
Number of 7) Sole Voting Power 2,122
Shares
Beneficially 8) Shared Voting Power 1,264,774
Owned by Each
Reporting 9) Sole Dispositive Power 2,122
Person With
10) Shared Dispositive Power 1,264,774
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,266,896
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 8.42%
14) Type of Reporting Person (See Instructions) IN
- 4 -
<PAGE> 22
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Linda L. Sedwick ###-##-####
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
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization USA
Number of 7) Sole Voting Power 25,640
Shares
Beneficially 8) Shared Voting Power
Owned by Each
Reporting 9) Sole Dispositive Power 25,640
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 25,640
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.17%
14) Type of Reporting Person (See Instructions) IN
- 5 -
<PAGE> 23
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Kirby J. Campbell ###-##-####
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
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization USA
Number of 7) Sole Voting Power
Shares
Beneficially 8) Shared Voting Power 1,264,774
Owned by Each
Reporting 9) Sole Dispositive Power
Person With
10) Shared Dispositive Power 1,264,774
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,264,774
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 8.41%
14) Type of Reporting Person (See Instructions) IN
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<PAGE> 24
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
William C. Stewart ###-##-####
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
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization USA
Number of 7) Sole Voting Power 4,400
Shares
Beneficially 8) Shared Voting Power 1,277,614
Owned by Each
Reporting 9) Sole Dispositive Power 4,400
Person With
10) Shared Dispositive Power 1,277,614
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,282,014
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 8.49%
14) Type of Reporting Person (See Instructions) IN
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<PAGE> 25
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Gay O. Stewart ###-##-####
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
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization USA
Number of 7) Sole Voting Power
Shares
Beneficially 8) Shared Voting Power 13,240
Owned by Each
Reporting 9) Sole Dispositive Power
Person With
10) Shared Dispositive Power 13,240
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 13,240
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) LESS THAN 0.1%
14) Type of Reporting Person (See Instructions) IN
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<PAGE> 26
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Jud D. Stewart ###-##-####
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
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization USA
Number of 7) Sole Voting Power 200
Shares
Beneficially 8) Shared Voting Power
Owned by Each
Reporting 9) Sole Dispositive Power 200
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 200
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) LESS
THAN 0.1%
14) Type of Reporting Person (See Instructions) IN
- 9 -
<PAGE> 27
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Sedwick Foundation 25-6284774
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) OO
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization PENNSYLVANIA
Number of 7) Sole Voting Power 30,638
Shares
Beneficially 8) Shared Voting Power
Owned by Each
Reporting 9) Sole Dispositive Power 30,638
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 30,638
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.20%
14) Type of Reporting Person (See Instructions) OO
- 10 -
<PAGE> 28
INTRODUCTORY STATEMENT
The purpose of filing this Restated Schedule 13D is to update and restate
certain information set forth in the Schedule 13D originally filed by the
Reporting Persons set forth in Item 2 hereof on March 23, 1981 and all
previously filed Amendments thereto, including Amendment No. 10 to which this
Restated Schedule 13D is attached as an exhibit.
Item 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, par value $.15625 per
share, of North Pittsburgh Systems, Inc. (the "Issuer"), Gibsonia, Pennsylvania
15044 (hereinafter referred to as the "Common Stock"). All of the information
herein relating to the Issuer's Common Stock reflects the Issuer's two-for-one
stock split in May, 1996.
Item 2. IDENTITY AND BACKGROUND.
ARMSTRONG UTILITIES, INC. is a Pennsylvania corporation. Its principal
business is cable television. The address of its principal business is One
Armstrong Place, Butler, Pennsylvania 16001. The executive officers and
directors of Armstrong Utilities, Inc. are as follows:
Jay L. Sedwick - Chairman of the Board,
President, CEO and Director
William C. Stewart - Secretary, Executive Vice
President, COO and Director
Kirby J. Campbell - Executive Vice President, CFO,
Treasurer and Director
Dru A. Sedwick - Senior Vice President and
Director
Armstrong Holdings, Inc., a Delaware corporation, owns 100% of the issued and
outstanding capital stock of Armstrong Utilities, Inc. Information concerning
the identity and background of the executive officers and directors of
Armstrong Utilities, Inc. is set forth below in this Item 2 under the names of
such persons.
JUD, INCORPORATED is a Pennsylvania corporation that, as of the date of
filing hereof, is in the process of voluntarily winding up its business
activities in order to be dissolved. Its principal business is providing
management services. The address
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<PAGE> 29
of its principal business and of its principal office is One Armstrong Place,
Butler, Pennsylvania 16001. The executive officers and directors of Jud,
Incorporated are as follows:
Jay L. Sedwick - President, CEO and Director
William C. Stewart - Secretary and Director
Kirby J. Campbell - Executive Vice President, CFO,
Treasurer and Director
Dru A. Sedwick - Senior Vice President and
Director
Armstrong Holdings, Inc., a Delaware corporation, owns 100% of the issued and
outstanding capital stock of Jud, Incorporated. Information concerning the
identity and background of the executive officers and directors of Jud,
Incorporated is set forth below in this Item 2 under the names of such persons.
ARMSTRONG HOLDINGS, INC. is a Delaware corporation. Its principal business
is acting as a holding company. The address of its executive offices is One
Armstrong Place, Butler, Pennsylvania 16001. The executive officers and
directors of Armstrong Holdings, Inc. are as follows:
Jay L. Sedwick - Chairman, President, CEO and
Director
William C. Stewart - Secretary and Director
Kirby J. Campbell - Executive Vice President,
Treasurer and Director
Dru A. Sedwick - Senior Vice President and
Director
Information concerning the identity and background of the executive officers
and directors of Armstrong Holdings, Inc. is set forth below in this Item 2
under the names of such persons.
JAY L. SEDWICK AND LINDA L. SEDWICK, husband and wife, are citizens of the
United States whose residence address is 443 Belmont Road, Butler, Pennsylvania
16001. Jay L. Sedwick's present principal occupation or employment is Chairman
of the Board, President, Executive Chief Executive Officer and Director of
Armstrong Utilities, Inc., Butler, Pennsylvania, the principal business of
which is providing cable television services to locations in Maryland, Ohio,
Pennsylvania and West Virginia. Linda L. Sedwick's present principal occupation
or employment is housewife.
KIRBY J. CAMPBELL, is a citizen of the United States whose residence
address is 257 Medical Center Road, Chicora, Pennsylvania 16025. Mr. Campbell's
present principal occupation or employment is Executive Vice President, Chief
Financial Officer, Treasurer and Director of Armstrong Utilities, Inc. and of a
group of affiliated companies.
- 12 -
<PAGE> 30
WILLIAM C. STEWART AND GAY O. STEWART, husband and wife, are citizens of
the United States whose residence address is 220 Havenhill Drive, Butler,
Pennsylvania 16001. Mr. Stewart's present principal occupation or employment is
Chief Operating Officer, Executive Vice President, Secretary and Director of
Armstrong Utilities, Inc. and a group of affiliated cable television companies.
Mrs. Stewart's present principal occupation or employment is housewife.
DRU A. SEDWICK is a citizen of the United States whose residence is 112
Barton Drive, Butler, Pennsylvania 16001. His present principal occupation or
employment is Senior Vice President and Director of Armstrong Utilities, Inc.
and of a group of affiliated companies.
JUD D. STEWART is a citizen of the United States whose residence address
is 509 North McKean Street, Butler, Pennsylvania 16001. His present principal
occupation or employment is Vice President/Marketing of Armstrong Utilities,
Inc.
SEDWICK FOUNDATION (the "Trust") was created by a Trust Agreement dated
September 15, 1986. Jay L. Sedwick, William C. Stewart and Kirby J. Campbell,
Trustees of the Trust, have voting and dispositive power over the shares of
Common Stock owned by the Trust.
None of the above persons (hereinafter referred to collectively as the
"Reporting Persons") has during the last five years (i) been convicted in a
criminal proceeding or (ii) been a party to a civil or administrative
proceeding resulting in 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.
Since the filing of Amendment No. 9 to Schedule 13D relating to the
Issuer, the source and amount of funds used in making the acquisitions of the
Common Stock of the Issuer are as follows:
Jud, Incorporated transferred all of its shares of Common Stock (261,040
shares) to Armstrong Holdings, Inc. in November, 1996 as part of Jud,
Incorporated's winding up proceedings.
- 13 -
<PAGE> 31
Item 4. PURPOSE OF TRANSACTION.
The shares of Common Stock beneficially owned by the Reporting Persons
have been acquired for investment. Each Reporting Person may periodically
review his, her or its investment in the Issuer and may at any time determine
to increase or decrease the amount of such investment. A determination by a
Reporting Person to acquire additional securities of the Issuer or to dispose
of securities of the Issuer may be influenced by various factors including, but
not limited to, the price of such securities and the terms and conditions for
their purchase or sale.
Jay L. Sedwick has been a member of the Board of Directors of the Issuer
since May 21, 1982.
None of the Reporting Persons has at the present time any plans or
proposals which relate to or would result in:
(1) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(2) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(3) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(4) Any material change in the present capitalization or dividend
policy of the Issuer;
(5) Any other material change in the Issuer's business or corporate
structure;
(6) Changes in the Issuer's articles of incorporation, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(7) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(8) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
- 14 -
<PAGE> 32
(9) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The aggregate number of shares and percentages of the outstanding
Common Stock of the Issuer beneficially owned by each Reporting Person as of
the date hereof is as follows:
ARMSTRONG UTILITIES, INC. beneficially owns 935,740 shares or 6.22%
of the Common Stock outstanding. While the President and directors of Armstrong
Utilities, Inc. are listed below as sharing voting and dispositive power over
such shares, it is considered that Armstrong Utilities, Inc. has sole voting
and dispositive power over such shares since the power shared by its President,
directors and sole shareholder is identical with, rather than in addition to,
the power possessed by Armstrong Utilities, Inc.
ARMSTRONG HOLDINGS, INC. beneficially owns 297,996 shares or 1.99% of
the Common Stock outstanding. While the President and directors of Armstrong
Holdings, Inc. are listed below as sharing voting and dispositive power over
such shares, it is considered that Armstrong Holdings, Inc. has sole voting and
dispositive power over such shares since the power shared by its President,
directors and sole shareholder is identical with, rather than in addition to,
the power possessed by Armstrong Holdings, Inc.
JAY L. SEDWICK beneficially owns 2,122 shares of Common Stock over
which he has sole voting and dispositive power. As a director, Chairman of the
Board, President and Chief Executive Officer of Armstrong Utilities, Inc., and
of Armstrong Holdings, Inc., Jay L. Sedwick shares voting and dispositive power
over 935,740 and 297,996 (1,233,736 total) shares of Common Stock owned by
Armstrong Utilities, Inc. and Armstrong Holdings, Inc., respectively. LINDA L.
SEDWICK beneficially owns 25,640 shares of Common Stock over which she has sole
voting and dispositive power. The 1,266,896 shares beneficially owned by Jay L.
Sedwick and the 25,640 shares of Common Stock owned by Linda L. Sedwick
represent 8.42% and 0.17%, respectively, of the Common Stock outstanding.
Included in this number of shares is 30,638 shares of Common Stock held in the
Sedwick Foundation over which Jay L. Sedwick, as a Trustee, has voting and
dispositive power and 400 shares of Common Stock held in the Jud L. Sedwick
Family Trust No. 2, over which Jay L. Sedwick, as a trustee, has voting and
dispositive power.
KIRBY J. CAMPBELL, as a director and officer of Armstrong Utilities,
Inc. and Armstrong Holdings, Inc., shares voting and dispositive power over
935,740 and 297,996 (1,233,736 total) shares of Common Stock of Armstrong
Utilities, Inc., and Armstrong Holdings, Inc., respectively. The 1,264,774
shares
- 15 -
<PAGE> 33
beneficially owned by Kirby J. Campbell represents 8.41% of the Common Stock
outstanding. Included in this number of shares is 30,638 shares of Common Stock
held in the Sedwick Foundation over which Kirby J. Campbell, as a Trustee, has
voting and dispositive power and 400 shares of Common Stock held in the Jud L.
Sedwick Family Trust No. 2, over which Kirby J. Campbell, as a trustee, has
voting and dispositive power.
WILLIAM C. STEWART AND GAY O. STEWART share voting and dispositive
power over 13,240 shares of Common Stock which they beneficially own as tenants
by the entireties. William C. Stewart beneficially owns 4,400 shares of Common
Stock over which he has sole voting and dispositive power, and as a director
and Secretary, Executive Vice President, and Chief Operating Officer of
Armstrong Utilities, Inc. and as a director and Secretary of Armstrong
Holdings, Inc., William C. Stewart shares voting and dispositive power over
935,740 and 297,996 (1,233,736 total) shares of Common Stock of Armstrong
Utilities, Inc. and Armstrong Holdings, Inc., respectively. The 1,282,014
shares beneficially owned by William C. Stewart and the 13,240 shares
beneficially owned by Gay O. Stewart represent 8.52% and less than .1%,
respectively, of the Common Stock outstanding. Included in this number of
shares is 30,638 shares of Common Stock held in the Sedwick Foundation over
which William C. Stewart, as a Trustee, has voting and dispositive power.
JUD D. STEWART beneficially owns 200 shares of Common Stock over
which he has sole voting and dispositive power. The 200 shares beneficially
owned by Jud D. Stewart represent less than 0.1% of the Common Stock
outstanding.
SEDWICK FOUNDATION (the "Trust") beneficially owns 30,638 shares of
Common Stock over which Jay L. Sedwick, William C. Stewart and Kirby J.
Campbell, as Trustees, have voting and dispositive power. These shares were
gifted to the Trust by Jay L. Sedwick. The 30,638 shares beneficially owned by
the Trust represent 0.2% of the Common Stock outstanding.
No 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, any of
the shares of Common Stock listed above except the Reporting Persons listed
above as the beneficial owners of such shares.
Jud, Incorporated transferred all of its shares of Common Stock
(261,040 shares) to Armstrong Holdings, Inc. in November, 1996 as part of Jud,
Incorporated's winding up proceedings.
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<PAGE> 34
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons, including Armstrong Utilities, Inc.
("Armstrong"), filed a Schedule 13D on March 23, 1981, and nine amendments
thereto at later dates, with the Securities and Exchange Commission. The
Schedule 13D filing identifies certain entities and individuals as members of a
"group" for purposes of Section 13(d) of the Securities Exchange Act of 1934.
Due to the nature of the relationships among the Reporting Persons it
is inevitable that there may be some communication among the Reporting Persons
with respect to their respective shares of Common Stock. It is also possible
due to such relationships that at some future time two or more Reporting
Persons may determine to act in concert with respect to their shares of Common
Stock in pursuit of a common purpose. However, there is not at present, nor
does any Reporting Person presently contemplate, any contract, arrangement or
understanding between or among any two or more Reporting Persons or any
Reporting Person and any other person to act in concert with respect to any
securities of the Issuer, including but not limited to transfer or voting of
any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, and no securities of the Issuer
beneficially owned by any Reporting Person are pledged or otherwise subject to
a contingency the occurrence of which would otherwise subject to a contingency
the occurrence of which would give another person voting or investment power
over such securities. For the reasons stated in the preceding sentence, each
Reporting Person disclaims any voting power, investment power or beneficial
ownership over any shares of Common Stock beneficially owned by any other
Reporting Person except as otherwise stated in Item 5, and each Reporting
Person disclaims membership in any "group", as such term is defined in Rule
13d-5, with respect to any securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The agreement of the Reporting Persons, who have previously reported
holdings of the Common Stock, that this statement is filed on behalf of each of
them is incorporated by reference under the caption "Signatures" on page 27 of
Amendment No. 1 to Schedule 13D, on page 27 of Amendment No. 2 to Schedule 13D
and on page 16 of Amendment No. 3 to Schedule 13D relating to the Issuer.
This Restated Schedule 13D is being filed as Exhibit 7.1 to Amendment
No. 10 to Schedule 13D.
- 17 -
<PAGE> 35
SIGNATURES
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, that I have no reason to believe that the information herein
concerning the other persons is inaccurate and that I agree that this statement
is to be filed on behalf of each of the persons, including myself.
Date: December 2, 1996 /S/JAY L. SEDWICK
--------------------------
JAY L. SEDWICK, for himself, as Trustee of the
Sedwick Foundation, and as Attorney-in-Fact
and under Power of Attorney for Armstrong
Utilities, Inc., Linda L. Sedwick, Kirby J.
Campbell, William C. Stewart, Gay O. Stewart
and Jud D. Stewart
ARMSTRONG HOLDINGS, INC.
By: /S/JAY L. SEDWICK
-------------------------------
Title: President
JUD L. SEDWICK FAMILY TRUST NO. 2
By: /S/JAY L. SEDWICK
-------------------------------
Title: Trustee
By: /S/KIRBY J. CAMPBELL
-------------------------------
Title: Trustee
- 18 -
