UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
PENN ENGINEERING & MANUFACTURING CORP.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
707389 10 2
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13G
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CUSIP No. 707389 10 2 Page 2 of 7 Pages
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1 | NAMES OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
| Kenneth A. Swanstrom
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|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
| (See Instructions) (b) |_|
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3 | SEC USE ONLY
|
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4 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| United States of America
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| 5 | SOLE VOTING POWER
| | 244,641 shares of Class A Common
| | Stock, $.01 par value
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 6 | SHARED VOTING POWER
OWNED BY EACH | | 161,447 shares of Class A Common
REPORTING PERSON | | Stock, $.01 par value.
WITH |-----|--------------------------------------
| 7 | SOLE DISPOSITIVE POWER
| | 244,641 shares of Class A Common
| | Stock, $.01 par value
|-----|--------------------------------------
| 8 | SHARED DISPOSITIVE POWER
| | 161,447 shares of Class A Common
| | Stock, $.01 par value.
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9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 406,088 shares of Class A Common Stock, $.01 par value.
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10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
| SHARES* (See Instructions)
| N/A
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11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
| 23.8%
|
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12 | TYPE OF REPORTING PERSON (See Instructions)
| IN
|
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CUSIP No. 707389 10 2 Page 3 of 7 Pages
SCHEDULE 13G
This Amendment No. 6 to Schedule 13G is being filed for the year ended
December 31, 1996.
Item 1(a). Name of Issuer.
Penn Engineering & Manufacturing Corp.
Item 1(b). Address of Issuer's Principal Executive Offices.
Building No. 1, Old Easton Road, P.O. Box 1000,
Danboro, PA 18916.
Item 2(a). Name of Person Filing.
Kenneth A. Swanstrom.
Item 2(b). Address of Principal Business Office
or, If None, Residence.
Building No. 1, Old Easton Road, P.O. Box 1000,
Danboro, PA 18916.
Item 2(c). Citizenship.
United States of America.
Item 2(d). Title of Class of Securities.
Class A Common Stock, $.01 par value ("Class A Common
Stock").
Item 2(e). CUSIP Number.
707389 10 2.
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b), check whether the person filing is a:
Not applicable.
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CUSIP No. 707389 10 2 Page 4 of 7 Pages
Item 4. Ownership.
(a) Amount Beneficially Owned:
As of December 31, 1996, Kenneth A. Swanstrom might be deemed
to have beneficial ownership of 406,088 shares of the Issuer's outstanding
shares of Class A Common Stock.
(b) Percent of Class:
As of December 31, 1996, Kenneth A. Swanstrom might be deemed
to have beneficial ownership of 23.8% of the Issuer's outstanding shares of
Class A Common Stock.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
244,641 shares of Class A Common Stock. Of these
shares 3,767 shares are owned by Mr. Swanstrom's wife and 700 shares
are owned by their daughters. Mr. Swanstrom disclaims beneficial
ownership of the shares held by his wife and daughters.
(ii) shared power to vote or to direct the vote:
161,447 shares, as follows:
(1) 62,975 shares of Class A Common Stock are owned
of record by Kenneth A. Swanstrom and Thomas M. Hyndman, Jr., each
of whom are directors of the Issuer, as Trustees of the Trust Under
Will of Gladys Swanstrom. Distributions of principal and interest
from said trust may be made from time to time to Kenneth A. Swanstrom, at the
discretion of Thomas M. Hyndman, Jr.
(2) 98,472 shares of Class A Common Stock are held in
the Trusts Under the Will of Klas A. Swanstrom. The Co-Trustees of these Trusts
are Kenneth A. Swanstrom, Thomas M. Hyndman, Jr., and PNC Bank, National
Association. Kirsti Swanstrom, the widow of Klas A. Swanstrom, is entitled to
receive dividends paid on the shares held by these trusts. Also, the trustees of
one of these trusts may direct that assets of that trust be paid to Kirsti
Swanstrom for support and reasonable comfort, which assets may include all or
part of the proceeds from any future sale of shares held in that trust.
(iii) sole power to dispose or to direct the disposition of:
244,641 shares of Class A Common Stock, as described
under Item 4(c)(i) above.
(iv) shared power to dispose or to direct the disposition of:
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CUSIP No. 707389 10 2 Page 5 of 7 Pages
161,447 shares of Class A Common Stock, as described under
Item 4(c)(ii) above.
Note to Item 4:
As of December 31, 1996, Mr. Swanstrom might also be deemed to
have beneficial ownership of 923,264 shares of Common Stock, $.01 par value
("Common Stock"), a class of non-voting equity securities, or 13.2% of the
outstanding shares of Common Stock. Of these shares, Mr. Swanstrom owns 620,522
shares of Common Stock individually, Mr. Swanstrom's wife owns 11,301 shares of
Common Stock, their daughters own 2,100 shares of Common Stock, the Trust under
the Will of Gladys Swanstrom owns 91,425 shares of Common Stock and the Trusts
under the Will of Klas A. Swanstrom own an aggregate of 197,916 shares of Common
Stock. Mr. Swanstrom disclaims beneficial ownership of the shares of Common
Stock owned by his wife and daughters. See Item 4(c) above.
On December 4, 1996, the Issuer granted options to purchase 15,000
shares of Common Stock to Mr. Swanstrom. The exercise price of such options is
$18.325 per share, and the option becomes exercisable at 25% cumulative
installments on each of the first four anniversary dates of the grant date of
the option.
Neither the Issuer's Common Stock nor Class A Common Stock is
convertible into another class of capital stock or any other security of the
Issuer, except that in the event that a change of control occurs, (i) all of the
then issued shares of Common Stock will automatically convert into an equal
number of shares of Class A Common Stock, and (ii) all rights, warrants, or
options to purchase shares of Common Stock, or other securities convertible into
shares of Common Stock, will be converted into similar rights, warrants, or
options to purchase, or other securities convertible into, an equal number of
shares of Class A Common Stock. A change of control shall be deemed to have
occurred if: (i) any person or group of persons, other than members of the
Swanstrom Family (as defined below), directly or indirectly, purchases, or
otherwise becomes the beneficial owner of, or has the right to acquire such
beneficial ownership of, or, either solely or with others, acquires the right to
vote or direct the disposition of voting securities of the Issuer representing
more than 50% of the combined voting power of all outstanding voting securities
of the Issuer, or (ii) during any period of two consecutive years, the
individuals who at the beginning of such period constituted the Board of
Directors (together with any new director whose election, or nomination for
election by the Issuer's stockholders, was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute at least a majority
of the members of the Board of Directors then in office. For purposes of this
change of control
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CUSIP No. 707389 10 2 Page 6 of 7 Pages
provision, the "Swanstrom Family" means Kenneth A. Swanstrom, Daryl L.
Swanstrom, their respective spouses, descendants, heirs, estates, trusts in
which any such person has a beneficial interest, and any partnership,
corporation or other entity in which any such person has a controlling interest.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person
The description of Kenneth A. Swanstrom's right to receive
distributions under the Trust Under the Will of Gladys Swanstrom is set forth
under Item 4(c)(ii) above.
The description of the right of Kirsti Swanstrom, the widow of Klaus A.
Swanstrom, to receive certain distributions under the Trust Under the Will of
Klaus A. Swanstrom is set forth under Item 4(c)(ii) above.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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CUSIP No. 707389 10 2 Page 7 of 7 Pages
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.
February 7, 1997
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Date
/s/ Kenneth A. Swanstrom
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Signature
Kenneth A. Swanstrom
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Name/Title
