<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 to Restatement)
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, Executive Vice President
and Treasurer
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 13dl(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement. [ ]
Page 1 of 27
<PAGE> 2
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Armstrong Utilities, Inc.
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> 3
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Armstrong Holdings, Inc.
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> 4
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 1,292,536
Shares
Beneficially 8) Shared Voting Power
owned by Each
Reporting 9) Sole Dispositive Power 1,292,536
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,292,536
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11) 8.59%
14) Type of Reporting Person (See Instructions) IN
4
<PAGE> 5
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
Shares
Beneficially 8) Shared Voting Power 23,762
owned by Each
Reporting 9) Sole Dispositive Power
Person With
10) Shared Dispositive Power 23,762
11) Aggregate Amount Beneficially owned by Each Reporting Person 23,762
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.16%
14) Type of Reporting Person (See Instructions) IN
5
<PAGE> 6
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 1,279,374
owned by Each
Reporting 9) Sole Dispositive Power
Person With
10) Shared Dispositive Power 1,279,374
11) Aggregate Amount Beneficially owned by Each Reporting Person 1,279,374
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11) 8.51%
14) Type of Reporting Person (See Instructions) IN
6
<PAGE> 7
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Ellen Kaye 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 10,600
owned by Each
Reporting 9) Sole Dispositive Power
Person With
10) Shared Dispositive Power 10,600
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 10,600
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
7
<PAGE> 8
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 OnlV
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 1,275,874
owned by Each
Reporting 9) Sole Dispositive Power
Person With
10) Shared Dispositive Power 1,275,874
11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,275,874
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11) 8.48%
14) Type of Reporting Person (See Instructions) IN
8
<PAGE> 9
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 5,000
Shares
Beneficially 8) Shared Voting Power 7,500
owned by Each
Reporting 9) Sole Dispositive Power 5,000
Person With
10) Shared Dispositive Power 7,500
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 12,500
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> 10
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
10
<PAGE> 11
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Sedwick Foundation
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 34,638
Shares
Beneficially 8) Shared Voting Power
owned by Each
Reporting 9) Sole Dispositive Power 34,638
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 34,638
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.23%
14) Type of Reporting Person (See Instructions) OO
11
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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
Dru A. 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 1,250
Shares
Beneficially 8) Shared Voting Power 1,233,736
owned by Each
Reporting 9) Sole Dispositive Power 1,250
Person With
10) Shared Dispositive Power 1,233,736
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,234,986
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11) 8.21%
14) Type of Reporting Person (See Instructions) IN
12
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CUSIP No. 66i564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Jay L. Sedwick, Jr.
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 1,000
Shares
Beneficially 8) Shared Voting Power
owned by Each
Reporting 9) Sole Dispositive Power 1,000
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,000
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
13
<PAGE> 14
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Cyd K. Johnston
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 1,250
Shares
Beneficially 8) Shared Voting Power
owned by Each
Reporting 9) Sole Dispositive Power 1,250
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,250
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
14
<PAGE> 15
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Joy L. Moon
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 1,250
Shares
Beneficially 8) Shared Voting Power
owned by Each
Reporting 9) Sole Dispositive Power 1,250
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,250
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
15
<PAGE> 16
CUSIP No. 661564-10-4
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Jud L. Sedwick Family Trust No. 2
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
Number of 7) Sole Voting Power 400
Shares
Beneficially 8) Shared Voting Power
Owned by Each
Reporting 9) Sole Dispositive Power 400
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 400
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) OO
16
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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
Kim D. 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
Shares
Beneficially 8) Shared Voting Power 570
Owned by Each
Reporting 9) Sole Dispositive Power
Person With
10) Shared Dispositive Power 570
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 570
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
17
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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
Sharon 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
Shares
Beneficially 8) Shared Voting Power 570
Owned by Each
Reporting 9) Sole Dispositive Power
Person With
10) Shared Dispositive Power 570
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 570
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
18
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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
Citrus Enterprises, L.P.
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 DE
Number of 7) Sole Voting Power 17,762
Shares
Beneficially 8) Shared Voting Power
Owned by Each
Reporting 9) Sole Dispositive Power 17,762
Person With
10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 17,762
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11) 0.12%
14) Type of Reporting Person (See Instructions) PN
19
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INTRODUCTORY STATEMENT
This Amendment No. I to the Restatement of Schedule 13n is
being filed by the Reporting Persons identified in Item 2 hereof (collectively,
the "Reporting Persons") for the purpose of updating certain information set
forth in the Restatement to Schedule 13D.
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").
Item 2. IDENTITY AND BACKGROUND.
ARMSTRONG UTILITIES, INC. is a Pennsylvania corporation. Its
principal business is providing cable television services to locations in
Maryland, Ohio, Pennsylvania, Kentucky and West Virginia. 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
and Director
William C. Stewart - CEO and Director
Kirby J. Campbell - Executive Vice President,
Treasurer and Director
Dru A. Sedwick - Senior Vice President, Secretary
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 Holdings, Inc. 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 and Director
William C. Stewart - Secretary and Director
Kirby J. Campbell - CEO, CFO, Treasurer and Director
Dru A. Sedwick - President and Director
Bryan Cipoletti - Vice President of Finance
20
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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 business address is one Armstrong Place,
Butler, Pennsylvania 16001. Jay L. Sedwick's present principal occupation or
employment is Chairman of the Board and Director of Armstrong Utilities, Inc.
and Armstrong Holdings, Inc. Linda L. Sedwick's present principal occupation
or employment is housewife.
KIRBY J. CAMPBELL AND ELLEN KAYE CAMPBELL, husband and
wife, are citizens of the United States whose business address is One Armstrong
PLACE, Butler, Pennsylvania 16001. Mr. Campbell's present principal occupation
or employment is Chief Executive Officer, Chief Financial Officer, Treasurer
and Director of Armstrong HOLDINGS, Inc. and of a group of affiliated
companies. Mrs. CAMPBELL'S present principal occupation or employment is
housewife.
WILLIAM C. STEWART AND GAY 0. STEWART, husband and wife, are
citizens of the United States whose business address is One Armstrong Place,
Butler, Pennsylvania 16001. Mr. Stewart's present principal occupation or
employment is Chief Executive Officer and Director of Armstrong Utilities, Inc.
Mrs. Stewart's present principal occupation or employment is housewife.
DRU A. SEDWICK is a citizen of the United States whose
business is One Armstrong PLACE, Butler, Pennsylvania 16001. His present
principal occupation or employment is President and Director of Armstrong
HOLDINGS, Inc. and Senior Vice President, Secretary and Director of Armstrong
Holdings, Inc.
JUD D. STEWART is a citizen of the United States whose
business address is One Armstrong Place, 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.
JAY L. SEDWICK, Jr. is a citizen of the United States whose
business address is One Armstrong Place, Butler, Pennsylvania 16001. His
present principal occupation or employment is student.
CYD K. JOHNSTON is a citizen of the United States whose
business address is One Armstrong Place, BUTLER, Pennsylvania 16001. Her
present principal occupation or employment is housewife.
21
<PAGE> 22
JOY L. MOON is a citizen of the United States whose principal
business address is One Armstrong Place, Butler, Pennsylvania 16001. Her
present principal occupation or employment is housewife.
JUD L. SEDWICK FAMILY TRUST NO. 2 (the "Family Trust") was
created by a Trust Agreement dated June 25, 1993. Jay L. Sedwick and Kirby J.
Campbell, Trustees of the Family Trust, have voting and dispositive power over
the shares of the Common Stock owned by the Family Trust.
KIM D. SEDWICK is a citizen of the United States whose
principal business address is One Armstrong Place, Butler, Pennsylvania 16001.
His present principal occupation or employment is Assistant Vice
President/Commercial Office of Armstrong Utilities, Inc.
SHARON L. SEDWICK is a citizen of the United States whose
principal business address is One Armstrong Place, Butler, Pennsylvania 16001.
Her present principal occupation or employment is housewife.
CITRUS ENTERPRISES, L.P. (the "Partnership") is a Delaware
limited partnership. Jay L. Sedwick and Linda L. Sedwick are the general
partners of the Partnership and they have the voting and dispositive power over
the shares of the Common Stock owned by the Partnership.
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 eni . oining 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 the Restatement 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:
Kim D. and Sharon L. Sedwick purchased (i) 320 shares of the
Common Stock on March 26, 1996 at $31.00 per share and (ii) 250 shares of the
Common Stock on September 9, 1996 at $42.00 per share. The information in this
paragraph relating to the Issuer's Common Stock reflects the Issuer's
two-for-one stock split in May, 1996.
22
<PAGE> 23
Item 4. PURPOSE OF TRANSACTION. 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 AND LINDA L. SEDWICK share voting and
dispositive power over 6,000 shares of Common Stock which they beneficially own
as tenants by the entireties. As a director and Chairman of the Board 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. The 1,292,536 shares beneficially owned by Jay L.
Sedwick and the 23,762 shares of Common Stock owned by Linda L. Sedwick
represent 8.59% and 0.16%. respectively, of the Common Stock outstanding.
Included in this number of shares is 34,638 shares of Common Stock held in the
Sedwick Foundation over which Jay L. Sedwick, as a Trustee, has voting and
dispositive power, 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 and 17,762 shares of Common Stock held in Citrus Enterprises,
L.P. over which Jay L. Sedwick and Linda L. Sedwick, as the general partners,
have voting and dispositive power.
KIRBY J. CAMPBELL AND ELLEN KAYE CAMPBELL share voting and
dispositive power over 10,600 shares of Common Stock which they beneficially
own as tenants by the entireties and, as a director and officer of Armstrong
Utilities, Inc. and Armstrong Holdings, Inc., Kirby J. Campbell shares voting
and dispositive
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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
1,279,374 shares beneficially owned by Kirby J. Campbell represents 8.51% of
the Common Stock outstanding. Included in this number of shares is 34,638
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 0. STEWART share voting and
dispositive power over 7,500 shares of Common Stock which they beneficially own
as tenants by the entireties. Gay 0. Stewart beneficially owns 5,000 shares of
Common Stock over which she has sole voting and dispositive power. As a
director and Chief Executive 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 1,275,874 shares beneficially owned by William C. Stewart
and the 5,000 shares beneficially owned by Gay 0. Stewart represent 8.48% and
less than .1%, respectively, of the Common Stock outstanding. Included in this
number of shares is 34,638 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 34,638
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 and Linda Sedwick. The 34,638 shares
beneficially owned by the Trust represent 0.23% of the Common Stock
outstanding.
DRU A. SEDWICK beneficially owns 1,250 shares of Common Stock
over which he has sole voting and dispositive power. As a director and
President of Armstrong Holdings, Inc. and as an officer and director of
Armstrong Utilities, Inc., Dru A Sedwick 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 1,234,986
shares beneficially owned by Dru A Sedwick represents 8.21% of the Common Stock
outstanding.
JAY L. SEDWICK, Jr. beneficially owns 1,000 shares of Common
Stock over which he has sole voting and dispositive power.
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The 1,000 shares beneficially owned by Jay L. Sedwick Jr. represent less than
0.1% of the Common Stock outstanding.
CYD K. JOHNSTON beneficially owns 1,250 shares of Common
Stock over which she has sole voting and dispositive power. The 1,250 shares
beneficially owned by Cyd K. Johnston represent less than 0.1% of the Common
Stock outstanding.
JOY L. MOON beneficially owns 1,250 shares of Common Stock
over which she has sole voting and dispositive power. The 1,250 shares
beneficially owned by Joy L. Moon represent less than 0.1% of the Common Stock
outstanding.
JUD L. SEDWICK FAMILY TRUST NO. 2 (the "Family Trust")
beneficially owns 400 shares of Common Stock over which Jay L. Sedwick and
Kirby J. Campbell, as Trustees, have voting and dispositive power. The 400
shares beneficially owned by the Family Trust represent less than 0.1% of the
Common Stock outstanding.
KIM D. SEDWICK AND SHARON L. SEDWICK share voting and
dispositive power over 570 shares of Common Stock which they beneficially own
as tenants by the entireties. The 570 shares beneficially owned by Kim D.
Sedwick and Sharon L. Sedwick represent less than 0.1% of the Common Stock
outstanding.
CITRUS ENTERPRISES, L.P. (the "Partnership") beneficially
owns 17,762 shares of Common Stock over which Jay L. Sedwick and Linda L.
Sedwick, as the general partners, have voting and dispositive power. The
17,762 shares beneficially owned by the Partnership represent 0.12% 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.
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 ref ' erence under the caption "Signatures"
on page 27 of Amendment No. I 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.
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The Schedule 13D of the Reporting Persons, in restated form
incorporating the original Schedule 13D and all amendments thereto was filed
as Exhibit 7.1 to Amendment No. 10 as required by Rule 101(a)(2)(ii) of
Regulation S-T.
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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: July 31, 1997 /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 Linda L. Sedwick, Kirby J.
Campbell, Ellen Kaye Campbell, William C.
Stewart, Gay 0. Stewart, Jud D. Stewart,
Dru A. Sedwick, Jay L. Sedwick, Jr., Cyd
K. Johnston, Joy L. Moon, Kim D. Sedwick,
and Sharon L. Sedwick
ARMSTRONG HOLDINGS, INC.
By: /s/ JAY L. SEDWICK
--------------------------------
Title: Chairman of the Board
JUD L. SEDWICK FAMILY TRUST NO. 2
By: /s/ JAY L. SEDWICK
--------------------------------
Title: Trustee
By: /s/ KIRBY J. CAMPBELL
--------------------------------
Title: Trustee
CITRUS ENTERPRISES, L.P.
By: /s/ JAY L. SEDWICK
--------------------------------
Title: General Partner
By: /s/ LINDA L. SEDWICK
--------------------------------
Title: General Partner
27
