UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
Ameriwood Industries International Corporation (underlined)
(Name of Issuer)
Common Stock, $1 Par Value (underline)
(Title of Class of Securities)
03070110 (underlined)
(CUSIP Number)
William J. Lawrence, Varnum, Riddering, Schmidt & Howlett LLP,
P.O. Box 352, Grand Rapids, Michigan 49501-0352, (616) 336-6000 (underlined)
(Name, Address, and Telephone Number of Person Authorized to Receive Notice
and Communications)
April 25, 1988 (underlined)
(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 (square
box inserted here).
Check the following box if a fee is being paid with this statement (square box
inserted here). (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for an subsequent amendment containing information which would alter
the disclosures provided in a proper cover page.
The information reuqired in 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).
Pursuant to Item 101(a)(2) of Regulation S-T, the following Schedule 13D,
which was originally filed in paper format, is being restated in its
entirety, including the original page numbers. Ameriwood Industries was
formerly named Rospatch Corporation.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ROSPATCH CORPORATION
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
778204-10-7
(CUSIP Number)
Paul K. Gaston, WARNER, NORCROSS & JUDD
900 Old Kent Building, Grand Rapids, Michigan 49503, (616) 459-6121
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 16, 1988
(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 (box
checked)
Check the following box if a fee is being paid with the statement (box
checked). (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The remainder of this cover page shall be 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 to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 2 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROSPATCH AFFILIATED EMPLOYEE STOCK OWERSHIP AND SAVINGS
PLAN
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
MICHIGAN
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
16,200
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
200,650
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
200,650
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.17
14. TYPE OF REPORTING PERSON*
EP
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 3 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PATRICIA R. BARNICK
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
711
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
288
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
711
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 4 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. GRANT BEADLE
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
800
8. SHARED VOTING POWER
200
9. SOLE DISPOSITIVE POWER
800
10. SHARED DISPOSITIVE POWER
200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,000
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 5 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THOMAS W. BUTLER, JR.
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,000
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 6 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD L. COMPTON
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
589.4023
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
233
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
589.4023
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 7 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CAROL B. DICK
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PR, SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
173.517
8. SHARED VOTING POWER
132
9. SOLE DISPOSITIVE POWER
100
10. SHARED DISPOSITIVE POWER
132
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
305.517
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 8 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ANNE M. FRIEND
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
0.89
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0.89
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.01
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 9 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELLEN L. FROST
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 10 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAUL K. GASTON
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
2,103
8. SHARED VOTING POWER
7,860
9. SOLE DISPOSITIVE POWER
2,103
10. SHARED DISPOSITIVE POWER
7,860
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,963
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.41
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 11 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM E. MALPASS, JR.
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
12,114
8. SHARED VOTING POWER
15,300
9. SOLE DISPOSITIVE POWER
11,333
10. SHARED DISPOSITIVE POWER
15,300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
27,414
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.11
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 12 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARY K. MILLER
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
170
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
89
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
170
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 13 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOSEPH A. PARINI
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
45,017
8. SHARED VOTING POWER
10,437
9. SOLE DISPOSITIVE POWER
42,886
10. SHARED DISPOSITIVE POWER
10,437
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
55,454
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.24
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 14 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JONES Y. PHARR, JR.
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
7,744
8. SHARED VOTING POWER
12,473
9. SOLE DISPOSITIVE POWER
7,744
10. SHARED DISPOSITIVE POWER
12,473
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,217
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.82
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 15 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIAN J. READ
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 16 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRANKIE D. ROSS
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC, PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
607
8. SHARED VOTING POWER
152
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
152
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
759
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 17 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMES R. SEBASTIAN, JR.
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
955
8. SHARED VOTING POWER
1,490
9. SOLE DISPOSITIVE POWER
955
10. SHARED DISPOSITIVE POWER
1,490
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,445
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 18 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT J. SEDROWSKI
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
734.3984
8. SHARED VOTING POWER
207
9. SOLE DISPOSITIVE POWER
33
10. SHARED DISPOSITIVE POWER
207
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
941.3984
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.38
14. TYPE OF REPORTING PERSON*
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 19 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ERNEST R. SEYMOUR
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
200
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
200
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 20 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAMELA S. SKLAR
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 21 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAUL V. SMITH
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
1,333
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,333
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,333
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 22 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KEITH C. VANDER HYDE
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 23 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CATHY L. WALLS
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 778204-10-7 Page 24 of 59 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GLENN M. WALTERS
2. CHECK THE APPRORIATE BOX IF A MEMBER OF A GROUP
(BOX B IS CHECKED)
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E)
(NO BOX IS CHECKED)
6. CITIZENSHIP OR PLACE OF ORGAINZATION
UNITED STATES
NUMBERS OF SHARES BENEFICALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER
2,000
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
2,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,000
12. CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(BOX IS CHECKED)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08
14. TYPE OF REPORTING PERSON*
IN
*SEE INSRTUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
on Schedule 13D (the "Statement") relates is Common Stock, $1 par value per
share, of Rospatch Corporation (the "Shares"). The name and address of the
principal executive offices of the issuer of such securities is Rospatch
Corporation, 3101 Walkent Drive, N.W., Post Office Box 2738, Grand Rapids,
Michigan 49501 (the "Registrant").
Item 2. Identity and Background.
The persons filing this Statement are Patricia R. Barnick, J. Grant
Beadle, Thomas W. Butler, Jr., Richard L. Compton, Carol B. Dick, Anne M.
Friend, Ellen L. Frost, Paul K. Gaston, William E. Malpass, Jr., Mary K.
Miller, Joseph A. Parini, Jones Y. Pharr, Jr., Brian J. Read, Frankie D.
Ross, James R. Sebastian, Jr., Robert J. Sedrowski, Ernest R. Seymour,
Pamela S. Sklar, Paul V. Smith, Keith C. VanderHyde, Cathy L. Walls, and
Glenn M. Walters (collectively, the "Individual Reporting Persons") and the
Rospatch Affiliated Employee Stock Ownership and Savings Plan, a trust
organized under the laws of the State of Michigan (the "Rospatch Plan").
The Individual Reporting Persons and the Rospatch Plan are collectively
referred to in this Statement as the "Reporting Persons."
On March 14, 1988, the Shareholders' Committee for Maximizing Rospatch's
Value (the "Committee") and other related participants filed with the
Securities and Exchange Commission statements on Schedule 14B. In these
statements, the Committee and other participants described their intention to
solicit proxies for the election of the Committee's nominees for directors at
the 1988 Annual Meeting of Shareholders of the Registrant. The Committee
nominees are in opposition to the slate of directors nominated by the
Registrant's Board of Directors (the "Registrant's Nominees").
Each of the Individual Reporting Persons are officers, directors or
employees of the Registrant or its subsidiaries. Each of the Individual
Reporting Persons, with the exception of Mr. Smith and Mr. Sedrowski, has
advised the Registrant's Board of Directors that he or she plans to solicit
proxies on behalf of the Registrant's Nominees.
Joseph A. Parini, Paul V. Smith, William E. Malpass, Jr., Robert J.
Sedrowski and Carol B. Dick are the members of the Administrative Committee
of the Rospatch Plan (the "Plan Administrators"). The Plan Administrators
have advised the Registrant's Board of Directors that they plan to support
the election of the Registrant's Nominees. On the basis of their support
for the Registrant's Nominees the Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the
"Act"). The reporting Persons expressly disclaim the existence of a group
among the Reporting Persons or between the Reporting Persons and any other
person.
The Rospatch Plan acquired and held the Shares it beneficially owns in the
ordinary course of business and not with the purpose nor with the effect of
changing or influencing the control of the Registrant, nor in connection with
or as a participant in any transaction having such purpose or effect,
including any transaction subject to Rule 13d-3(b). On the basis of the
support of the Plan Administrators for the Registrant's Nominees in the
election contest, it may be deemed that the Rospatch Plan no longer continues
to hold the Shares it beneficially owns as described in the preceding
sentence. Accordingly, the Rospatch Plan files this Statement regarding the
Shares it beneficially owns.
The Registrant is a diversified manufacturer operating in three business
segments: identification products, wood products and technical products. The
address of its principal office is 3101 Walkent Drive, N.W., Post Office
Box 2738, Grand Rapids, Michigan 49501.
The principal business of the Rospatch Plan is to provide benefits to
qualified employees of the Registrant and its subsidiaries and the
beneficiaries of such employees. The business address of the Rospatch
Plan is c/o Old Kent Bank and Trust Company, Trustee, One Vandenberg Center,
Grand Rapids, Michigan 49503.
For each Individual Reporting Person and for each Plan Administrator, the
business address, present principal occupation or employment, and the name,
principal business and address of the corporation or other organization in
which the employment is conducted are as follows:
Patricia R. Barnick is the assistant secretary and manager of
communications of the Registrant. The business address of Ms. Barnick and
the Registrant is 3101 Walkent Drive, N.W., Post Office Box 2738, Grand
Rapids, Michigan 49501.
J. Grant Beadle is chairman of the board of Union Special Corporation
(industrial sewing machine equipment). Mr. Beadle has been a director of the
Registrant since 1977. The business address of Mr. Beadle and Union Special
Corporation is 222 North LaSalle, Suite 900, Chicago, Illinois 60601.
Thomas W. Butler, Jr., is president of Thomas W. Butler & Associates,
Inc. (consulting). Mr. Butler has been a director of the Registrant since
1984. The business address of Mr. Butler and Thomas W. Butler & Associates
is 17 Clearwater Drive, Hohokus, New Jersey 07423.
Richard L. Compton is the personnel director of the Jessco Division
of the Registrant (furniture manufacturer). The business address of Mr.
Compton and Jessco is 202 Spaulding Street, Dowagiac, Michigan 49047.
Carol B. Dick is vice president for human resources of the
Registrant. The business address of Ms. Dick and the Registrant is
3101 Walkent Drive, N.W., Post Office Box 2738, Grand Rapids, Michigan 49501.
Anne M. Friend is an executive secretary of the Registrant. The
business address of Ms. Friend and the Registrant is 3101 Walkent Drive, N.W.,
Post Office Box 2738, Grand Rapids, Michigan 49501.
Ellen L. Frost is the human resources manager of Santa Barbara
Applied Optics, Inc., a subsidiary of the Registrant (manufacturer of coated
lenses and military optics). The business address of Ms. Frost and Santa
Barbara Applied Optics, Inc. is Post Office Box 989, Santa Barbara,
California 93102.
Paul K. Gaston is the managing partner of Warner, Norcross & Judd
(law firm). Mr. Gaston has been a director of the Registrant since 1985.
The business address of Mr. Gaston and Warner, Norcross & Judd is 900 Old Kent
Building, Grand Rapids, Michigan 49503.
William E. Malpass, Jr., is the vice President for Finance,
Secretary and Treasurer of the Registrant. The business address of
Mr. Malpass and the Registrant is 3101 Walkent Drive, N.W., Post Office
Box 2738, Grand Rapids, Michigan 49501.
Mary K. Miller is the personnel manager of Tiffin Enterprises, Inc.,
a subsidiary of the Registrant (manufacturer of vinyl laminated stereo
speakers). The business address of Ms. Miller and Tiffin Enterprises, Inc.
is 458 Second Avenue, Tiffin, Ohio 44883.
Joseph A. Parini is the President and Chief Executive Officer of
the Registrant. He has been a director of the Registrant since 1980. The
business address of Mr. Parini and the Registrant is 3101 Walkent Drive,
N.W., Post Office Box 2738, Grand Rapids, Michigan 49501.
Jones Y. Pharr, Jr., is retired. His residence address is
8925 Mount Pleasant Road, Midland, North Carolina 28107. Mr. Pharr is
currently chairman of the board of the Registrant and has been a director
of the Registrant since 1962.
Brian J. Read is the director of human resources of the Electronic
Systems Division of the Registrant (manufacturer of electronic defense
systems). The business address of Mr. Read and the Electronic Systems
Division is 7500 Main Street, Fishers, New York 14453.
Frankie D. Ross is the personnel manager of the Lenoir Division of
the Registrant (manufacturer of narrow fabric, woven labels and printed
labels). The business address of Ms. Ross and the Lenior Division is
950 German Street, N.W., Lenoir, North Carolina 28645.
James R. Sebastian, Jr., is the chairman of Management Techniques,
Inc. (consulting and investing). He has been a director of the Registrant
since 1975. The business address of Mr. Sebastian and Management Techniques,
Inc. is 1001 Monroe Avenue, N.W., Grand Rapids, Michigan 49503.
Robert J. Sedrowski is the corporate benefits manager of the
Registrant. The business address of Mr. Sedrowski and the Registrant is
3101 Walkent Drive, N.W., Post Office Box 2738, Grand Rapids, Michigan 49501.
Vice Admiral Ernest R. Seymour, USN (Ret.) is the president of ERS,
Inc. (aerospace and management consultants). He has been a director of the
Registrant since 1983. The business address of Vice Admiral Seymour and ERS,
Inc. is 10204 Glencoe Road, Vienna, Virginia 22180.
Pamela S. Sklar is the director of Human Resources of Guidance
Technology, Inc., a subsidiary of the Registrant (manufacturer of
gyroscopes). The business address of Ms. Sklar and Guidance Technology, Inc.
is 9350 Eton Avenue, Chatsworth, California 91311.
Paul V. Smith is the Senior Vice President of the Registrant. The
business address of Mr. Smith and the Registrant is 3101 Walkent Drive, N.W.,
Post Office Box 2738, Grand Rapids, Michigan 49501.
Keith C. VanderHyde is the chairman and chief executive officer of
Guardsman Products, Inc. (manufacturer of speciality chemicals, household
consumer products and providers of packaging services). Mr. VanderHyde is a
nominee for the Registrant's Board of Directors. The business address of Mr.
VanderHyde and Guardsman Products, Inc. is 2960 Lucerne Drive, S.E., Post
Office Box 1521, Grand Rapids, Michigan 49501.
Cathy L. Walls is the director of human resources/administration of
Infrared Industries, Inc., a subsidiary of the Registrant (manufacturer of
infrared detectors). The business address of Ms. Walls and Infrared
Industries, Inc., is 1251 Research Parkway, Orlando, Florida 32826.
Glenn M. Walters is president of Glenn Walters Consulting and
Investment (consulting). Mr. Walters is a former director of the Registrant
(1980 to 1987). The business address of Mr. Walters and Glenn Walters
Consulting and Investments is 1307 McKay Tower, Grand Rapids, Michigan 49503.
None of the Reporting Persons has been convicted during the past five
years in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor been a party to a civil proceeding which resulted 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 violations with respect to such laws.
Each of the Individual Reporting Persons is a United State citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons are filing this Statement because they may be deemed
to constitute a "group" under the Act as a result of their intentions to
support the election of the Registrant's Nominees. See Response to Items 2
and 5. The Reporting Persons are not filing this Statement to report the
purchase of any Shares.
The Rospatch Plan has acquired the shares it beneficially owns through
annual contributions to the Rospatch Plan by the Registrant and participants
of the Rospatch Plan. The Rospatch Plan requires annual contributions by the
Registrant, in cash or the Registrant's Common Stock. In addition, the
Rospatch Plan allows an employee to defer and contribute to the Rospatch Plan
a portion of their compensation pursuant to Section 401(k) of the Internal
Revenue Code. The Registrant will match the participant's first two percent
of contributed wages and will match half of the participant's next four
percent of contributed wages.
The Shares beneficially owned by Individual Reporting Persons have been
acquired with personal funds, funds contributed by the Registrant under the
Rospatch Plan, and other sources, including contributions to other employee
benefit plans in which the Individual Reporting Persons participate.
Item 4. Purpose of Transaction.
Each Reporting Person acquired the Shares beneficially owned by the
Reporting Person for investment purposes. In addition, as officers,
directors or employees of the Registrant or its subsidiaries, the Individual
Reporting Persons acquired and hold the Shares with the expectation that
they would participate in the management of the registrant or its
subsidiaries.
The Committee and other participants have described their intention to
solicit proxies for the election of the Committee's nominees for directors
of the Registrant at the 1988 Annual Meeting of Shareholders of the
Registrant (the "Annual Meeting"). Each Individual Reporting Person and the
Plan Administrators have indicated to the Registrant's Board of Directors
that they intend to support the election of the Registrant's Nominees at the
Annual Meeting. See Responses to Item 2 and 5.
To this end, the Individual Reporting Persons may communicate with the
Registrant, with each other and with other shareholders of the Registrant to
exchange views with respect to the Registrant and its prospects and
management, and, with the exception of Mr. Smith and Mr. Sedrowski, to
solicit proxies for the election of the Registrant's Nominees. In connection
with those communications, the Individual Reporting Persons will discuss the
contest on the election of directors, and may discuss proposals that relate to
or would result in, among other things, any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Although no decision has been made, the Reporting Persons reserve the
right to decide in the future to seek to increase their influence over
management through a significant increase in their holdings of the Shares
of the Registrant. Thus, in the future, the Reporting Persons may take such
actions with respect to their holdings of Shares of the Registrant as they
deem appropriate in light of the circumstances then existing, including,
among other actions, the purchase of additional Shares through open market
purchases or privately negotiated transactions.
In their capacities as officers, directors and key employees of the
Registrant, certain of the Individual Reporting Persons expect that they
will have influence over any future proposals by other persons involving
extraordinary corporate transactions, such as tender offers, mergers,
management changes or other fundamental changes in the ownership, control
or management of the Registrant.
In their capacities as officers, directors and key employees of the
Registrant, certain of the Individual Reporting Persons from time to time
consider plans and proposals of the type described in Item 4 of Schedule
13D. However, each Reporting Person expressly disclaims that the
acquisition of the Shares beneficially owned by the Individual Reporting
Person was directly for the purpose of furtherance of any specific plan or
proposal of that type.
Except as set forth in this Item 4, none of the Reporting Persons has any
plans or proposals that relate to or would result in any of the actions as
specified in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of the close of business on February 29, 1988, the
Registrant has reported that it has 2,457,354 Shares of its Common Stock
issued and outstanding. All of the percentages reported in this Statement
are based upon that number, taking into account for each Individual Reporting
Person the number of Shares subject to options that are exercisable within
60 days of the date of this Statement. All percentages have been rounded to
the nearest one-hundredth of a percent.
The Rospatch Plan beneficially owns an aggregate of 200,650 Shares, or
approximately 8.17 percent of the outstanding Shares. The Plan has sole
voting power as to 16,200 Shares that have not been allocated to the account
of any participant in the employee stock ownership plan provisions of the
Rospatch Plan (the "ESOP"). The Rospatch Plan has sole dispositive power
over all 200,650 Shares that it holds.
Patricia R. Barnick beneficially owns an aggregate of 711 Shares, or
approximately 0.03 percent of the outstanding Shares. This aggregate number
includes 266 Shares subject to options exercisable within 60 days from the
date of this Statement. Ms. Barnick has sole dispositive power with respect to
288 Shares, of which 22 Shares are held directly and 266 Shares are subject to
options to purchase exercisable within 60 days of the date of this statement.
She has sole voting power as to 711 Shares, of which 423 Shares have been
allocated to her ESOP account, 22 Shares are held directly by her, and 266
Shares are subject to options to purchase exercisable within 60 days of the
date of this statement. In addition, Ms. Barnick owns options to purchase
234 Shares that are not exercisable within 60 days of the date of this
Settlement.
J. Grant Beadle beneficially owns an aggregate of 1,000 Shares, or
approximately 0.04 percent of the outstanding Shares. He holds sole voting
and dispositive power with respect to 800 of these Shares. He shares
voting and dispositive power with respect to 200 Shares that are held
jointly with his spouse.
Thomas W. Butler, Jr. beneficially owns 1,000 Shares, or approximately
0.04 percent of the outstanding shares. He shares voting and dispositive
power with respect to these Shares with his spouse.
Richard L. Compton beneficially owns an aggregate of 589.4023 Shares, or
approximately 0.02 percent of the outstanding Shares. This aggregate number
includes 233 Shares subject to options exercisable within 60 days of the date
of this Statement. Mr. Compton has sole dispositive power with respect
to these 233 Shares. He has sole voting power with respect to 589.4023 Shares,
of which 233 Shares are subject to options to purchase exercisable within
60 days of the date of this Statement and 356.4023 Shares have been allocated
to his ESOP account. In addition, Mr. Compton owns options to purchase 566
Shares that are not exercisable within 60 days of the date of this Statement.
Carol B. Dick beneficially owns an aggregate of 305.517 Shares, or
approximately 0.01 percent of the outstanding Shares. This aggregate number
includes 100 Shares subject to options to purchase exercisable within 60 days
of the date of this Statement. She has sole dispositive power with respect to
these 100 Shares. Ms. Dick has sole voting power with respect to 173.517
Shares, of which 100 shares are subject to options purchase exercisable
within 60 days of the date of this Statement and 73.517 Shares have been
allocated to her ESOP account. She has shared voting and dispositive power
with respect to 132 Shares that are held jointly with her spouse. In
addition, Ms. Dick holds options to purchase 400 Shares that are not
exercisable within 60 days of the date of this Statement.
Anne M. Friend beneficially owns an aggregate of 0.89 Shares, or less
than 0.01 percent of the outstanding Shares. She holds sole voting power
with respect to all of these Shares, which are allocated to her ESOP account.
Paul K. Gaston beneficially owns an aggregate of 9,963 Shares, or
approximately 0.41 percent of the outstanding Shares. Mr. Gaston holds sole
voting and dispositive power over 2,103 Shares which he holds directly. He
shares voting and dispositive power over 7,860 Shares which are held in this
retirement plan and individual retirement account.
William E. Malpass, Jr. beneficially owns an aggregate of 27,414 Shares,
or approximately 1.11 percent of the outstanding Shares. The aggregate
number includes 5,333 Shares subject to options to purchase exercisable
within 60 days of the date of this Statement. Mr. Malpass has sole voting
power with respect to 12,114 Shares, of which 5,333 Shares are subject to the
foregoing options to purchase, 6,000 Shares are beneficially owned directly,
and 781 Shares are allocated to his ESOP account. He has sole dispositive
power with respect to 11,333 shares, of which 5,333 Shares are subject to the
foregoing options to purchase and 6,000 Shares are beneficially owned
directly. Mr. Malpass shares voting and dispositive power with respect to
15,300 Shares, of which 15,000 are owned jointly with his spouse, and 300 are
owned by his three minor children. In addition, Mr. Malpass owns options to
purchase 6,500 Shares that are not exercisable within 60 days of the date
of this Statement.
Mary K. Miller beneficially owns an aggregate of 170 Shares, or
approximately 0.01 percent of the outstanding Shares. This aggregate
number includes 33 Shares subject to options to purchase exercisable within
60 days of the date of this Statement. Ms. Miller has sole voting power
with respect to 170 Shares, of which 56 Shares are beneficially owned
directly, 33 Shares are subject to the foregoing options to purchase and
81 Shares have been allocated to her ESOP account. She has sole
dispositive power with respect to 89 Shares, of which 56 Shares are owned
directly and 33 Shares are subject to the foregoing options to purchase.
In addition, Ms. Miller holds options to purchase 67 Shares that are not
exercisable within 60 days of the date of this Statement.
Joseph A. Parini beneficially owns an aggregate of 55,454 Shares, or
approximately 2.24 percent of the outstanding Shares. This aggregate amount
includes 15,000 Shares subject to options to purchase exercisable within 60
days of the date of this Statement. Mr. Parini holds sole dispositive power
with respect to 42,886 Shares, of which 25,000 Shares are held directly,
15,000 Shares are subject to options to purchase exercisable within 60 days
of the date of this Statement, and 2,886 Shares are in his 401(k) account
in the Rospatch Plan. He holds sole voting power with respect to 45,017
Shares, of which 25,000 Shares are held directly, 15,000 are subject to
options to purchase exercisable within 60 days of the date of this statement,
and 2,886 Shares are in his 401(k) account in the Rospatch Plan and 2,131
Shares are allocated to his ESOP account. He shares voting and dispositive
power with respect to 10,437 Shares that he holds jointly with his spouse.
In addition, Mr. Parini holds options for 20,000 Shares that are not
exercisable within 60 days of the date of this Statement.
Jones Y. Pharr, Jr. beneficially owns an aggregate of 20,217 Shares, or
approximately 0.82 percent of the outstanding Shares. He holds sole voting
and dispositive power with respect to 7,744 Shares that he beneficially owns
directly. He shares voting and dispositive power with respect to 12,473
Shares, of which 7,036 Shares are held by the Jones Y. Pharr Co., 3,515
Shares are held by the Jones Y. Pharr Profit Sharing Trust, and 1,922 Shares
are held by the Jones Y. Pharr Pension Plan.
Frankie D. Ross beneficially owns an aggregate of 759 Shares, or
approximately 0.03 percent of the outstanding Shares. She holds sole voting
power with respect to 607 Shares allocated to her ESOP account. She shares
voting and dispositive power with respect to 152 Shares that she holds
jointly with her spouse.
James R. Sebastian, Jr. beneficially owns an aggregate of 2,445 Shares, or
approximately 0.10 percent of the outstanding Shares. Mr. Sebastian has sole
voting and dispositive power with respect to 955 Shares that he beneficially
owns directly. He shares voting and dispositive power with respect to 1,490
Shares with a relative who shares his home.
Robert J. Sedrowski, beneficially owns an aggregate of 941.3984 Shares, or
approximately 0.04 percent of the outstanding Shares. This aggregate number
includes 33 shares subject to options to purchase exercisable within 60 days
of the date of this Statement. Mr. Sedrowski holds sole voting power with
respect to 734.3984 Shares, of which 33 Shares are subject to the foregoing
options to purchase and 701.3984 Shares are allocated to his ESOP account.
He holds sole dispositive power with respect to the 33 Shares subject to the
foregoing options to purchase. Mr. Sedrowski shares voting and dispositive
power with respect to 207 Shares that he owns jointly with his spouse.
Ernest R. Seymour beneficially owns an aggregate of 200 Shares, or
approximately .01 percent of the outstanding shares. He shares voting and
dispositive power with respect to all of the Shares he beneficially owns with
the ERS, Inc. Retirement Trust.
Paul V. Smith beneficially owns an aggregate of 1,333 Shares, or
approximately 0.05 percent of the outstanding Shares. The aggregate amount
includes 1,333 Shares subject to options to purchase exercisable within 60
days of the date of this Statement. Mr. Smith holds sole voting and
dispositive power with respect to the Shares he beneficially owns. In
addition, Mr. Smith holds options to purchase 4,167 Shares that are not
exercisable within 60 days of the date of this Statement.
Glenn M. Walters beneficially owns an aggregate of 2,000 Shares, or
approximately 0.08 percent of the Shares. Mr. Walters holds sole voting and
dispositive power as to the Shares he beneficially owns.
Ellen L. Frost, Brian J. Read, Pamela S. Sklar, Keith C. VanderHyde and
Cathy L. Walls do not beneficially own any Shares.
If the Reporting Persons are deemed to be members of a group, each will be
deemed to beneficially own all 325,153.19 Shares beneficially owned by the
Reporting Persons, or approximately 13.23 percent of the outstanding Shares,
not including options to purchase exercisable within 60 days of the date of
this Statement. In the aggregate, the Reporting Persons beneficially own
22,331 Shares that are subject to options exercisable within 60 days of the
date of this Statement. However, each Reporting Person disclaims beneficial
ownership of the Shares owned by each of the other Reporting Persons.
(c) On March 7, 1988, Joseph A. Parini exercised options to purchase
25,000 Shares. The exercise price with respect to 10,000 of these Shares was
$8.625 per share; the exercise price with respect to the other 15,000 Shares
was $8.75 per share.
On March 7, 1988, William E. Malpass, Jr. exercised options to purchase
1,700 Shares. The exercise price with respect to these Shares was $8.625
per share.
(d) Except for the Rospatch Plan, no other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds of the sale of, the securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships With
Respect to Securities of the Issuer.
Except as described in Item 4 with respect to the support for the
Registrant's Nominees, none of the Reporting Persons, nor any person named in
Item 2, has entered into any contracts, arrangements, understandings or
relationships (legal or otherwise) with any other person with respect to
any securities of the Registrant. For a description of any options to
purchase Shares of the Registrant held by each Individual Reporting Person,
see the response to Item 5(a).
Item 7. Material to be Filed as Exhibits.
Powers of attorney for each of the Individual Reporting Persons.
/s/ Joseph A. Parini
Joseph A. Parini*
/s/ Jones Y. Pharr, Jr.
Jones Y. Pharr, Jr.*
/s/ Brian J. Read
Brian J. Read*
/s/ Frankie D. Ross
Frankie D. Ross*
/s/ James R. Sebastian, Jr.
James R. Sebastian, Jr.*
/s/ Robert J. Sedrowski
Robert J. Sedrowski*
/s/ Ernest R. Seymour
Ernest R. Seymour*
/s/ Pamela S. Sklar
Pamela S. Sklar*
/s/ Paul V. Smith
Paul V. Smith*
/s/ Keith C. VanderHyde
Keith C. VanderHyde*
/s/ Cathy L. Walls
Cathy L. Walls*
/s/ Glenn M. Walters
Glenn M. Walters*
*By /s/ William E. Malpass, Jr.
William E. Malpass, Jr.
Attorney-in-fact
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.
ROSPATCH AFFILIATED EMPLOYEE
STOCK OWNERSHIP AND SAVINGS PLAN
By /s/ William E. Malpass, Jr.
William E. Malpass, Jr.
Member, Administrative Committee
/s/ Patricia R. Barnick
Patricia R. Barnick*
/s/ J. Grant Beadle
J. Grant Beadle*
/s/ Thomas W. Butler, Jr.
Thomas W. Butler, Jr.*
/s/ Richard L. Compton
Richard L. Compton*
/s/ Carol B. Dick
Carol B. Dick*
/s/ Anne M. Friend
Anne M. Friend*
/s/ Ellen L. Frost
Ellen L. Frost*
/s/ Paul K. Gaston
Paul K. Gaston*
/s/ William E. Malpass, Jr.
William E. Malpass, Jr.
/s/ Mary K. Miller
Mary K. Miller*
The following is the final amendment to the previously restated Schedule 13D.
CUSIP NO. 03070110 SCHEDULE 13D Page 2 of 3 Pages
Item 2 Identity and Background: (underlined)
A single, joint filing on Schedule 13D was originally made on the
basis that the Reporting Persons may have been deemed to constitute
a "group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, due to their support for the Registrant's
Nominees for the Board of Directors. The "group" dissolved on
April 25, 1988, and all further filings with respect to transactions
involving the Registrant's stock will be filed, if required, by
members of the "group" in their individual capacity.
Item 4 Purpose of Transaction
A single, joint filing on Schedule 13D was originally made on the
basis that the Reporting Persons may have been deemed to constitute
a "group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, due to their support for the Registrant's
Nominees for the Board of Directors. As noted in Item 2, the
"group" dissolved on April 25, 1988, after election of the Board
of Directors.
Item 5 Interest in Securities of the Issuer
A single, joint filing on Schedle 13D was orginally made on the
basis that the Reporting Persons may have been deemed to constitute
a "group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, due to their support for the Registrant's
Nominees for the Board of Directors. As noted in Item 2, the
"group" dissolved on April 25, 1988, and all further filings with
respect to transactions involving the Registrant's stock will be
filed, if required, by members of the "group" in their individual
capacity.
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.
AMERIWOOD INDUSTRIES AFFILIATED
EMPLOYEE STOCK OWNERSHIP AND
SAVINGS PLAN
DATED: June ,1995 By /s/ David N. Kraker
David N. Kraker
Member, Administrative
Committee
/s/ Patricia R. Barnick
Patricia R. Barnick*
/s/ J. Grant Beadle
J. Grant Beadle*
/s/ Thomas W. Butler, Jr.
Thomas W. Butler, Jr.*
/s/ Richard L. Compton
Richard L. Compton*
/s/ Carol B. Dick
Carol B. Dick*
/s/ Anne M. Friend
Anne M. Friend*
/s/ Ellen L. Frost
Ellen L. Frost*
/s/ Paul K. Gaston
Paul K. Gaston
CUSIP NO. 03070110 SCHEDULE 13D Page 3 of 3 Pages
/s/ William E. Malpass, Jr.
William E. Malpass, Jr.*
/s/ Mary K. Miller
Mary K. Miller*
/s/ Joseph A. Parini
Joseph A. Parini*
/s/ Jones Y. Pharr, Jr.
Jones Y. Pharr, Jr.*
/s/ Brian J. Read
Brian J. Read*
/s/ Frankie D. Ross
Frankie D. Ross*
/s/ James R. Sebastian, Jr.
James R. Sebastian, Jr.*
/s/ Robert J. Sedrowski
Robert J. Sedrowski*
/s/ Pamela S. Sklar
Pamela S. Sklar*
/s/ Paul V. Smith
Paul V. Smith*
/s/ Keith C. VanderHyde
Keith C. VanderHyde*
/s/ Cathy L. Walls
Cathy L. Walls*
/s/ Glenn M. Walters
Glenn M. Walters*
By /s/ Paul K. Gaston
Paul K. Gaston
Attorney-in-fact, Under
Powers of Attorney
filed on March 25, 1988,
which are incorporated
herein by reference.
