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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1994
WASHINGTON, D.C. 20549 Estimated average burden
hours per form .......14.90
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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Petrolite Corporation
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(Name of Issuer)
Capital Stock
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(Title of Class of Securities)
716723 10 1
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(CUSIP Number)
Jules Chasnoff, 408 Olive St., Suite 405, St. Louis, MO 63102 (314) 241-5950
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 31, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-I(b)(3) or (4), check the following box /X/.
Check the following box if a fee is being paid with the statement / /. (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 the
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).
SEC 1746 (12-91) Page 1 of 9 pages
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CUSIP NO. 716723 10 1 SCHEDULE 13D Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael V. Janes
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
See attached Item 5(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITMES 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 62,000
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 5,401,660
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
62,000
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10 SHARED DISPOSITIVE POWER
5,401,660
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,674,183 See attached Item 5(a)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 716723 10 1 PAGE 3 OF 9 PAGES
INTRODUCTORY NOTE
This Amendment No. 1 amends the information filed on Schedule 13D by
Michael V. Janes (the "undersigned") on February 24, 1994. All capitalized
terms used but not defined herein shall have the meanings assigned to them
in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
Capital stock
Petrolite Corporation ("Petrolite"), 369 Marshall Avenue,
St. Louis, MO 63119
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The undersigned, Barnickel Company, the Barnickel Trust,
BBI, and BTC may each be deemed to beneficially own the
aggregate number of shares and percentage of the class
reported in rows (11) and (13) of the cover page by
reason of the group status reported in row (2(a)) of the cover
page (rows (11), (13) and (2(a)) of the cover page are
incorporated by reference). Independent of any group, the
undersigned beneficially owns 5,463,660 shares of the capital
stock of Petrolite (the "undersigned's Shares"), which is 48.4%
of such class. In addition, to the best of the undersigned's
knowledge and independent of any group, Barnickel Company, the
Barnickel Trust, BBI and BTC each beneficially own the shares of
the capital stock of Petrolite attributed to them in Schedule A,
which is incorporated by this reference. The
undersigned disclaims group status and beneficial ownership of
any shares other than the undersigned's Shares.
(b) Rows (7) through (10) of the cover page and Schedule A are
incorporated by this reference.
The undersigned shares the power to vote or to direct the
vote or to dispose or direct the disposition of the shares
reported in rows (8) and (10) of the cover page with Barnickel
Company, the Barnickel Trust, BBI and BTC (Schedule B is
incorporated by this reference).
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CUSIP NO. 716723 10 1 PAGE 4 OF 9 PAGES
(c) To the best of the undersigned's knowledge, all transactions
in the capital stock of Petrolite during the past 60 days are
set forth in Schedule C, which is incorporated by reference.
On March 31, 1994 and as set forth in Schedule C, BTC ceased
to hold 681,808 shares of the capital stock of Petrolite as
trustee of certain of Petrolite's employee benefit plans.
(d) Barnickel Company, the Barnickel Trust, BBI, BTC and other
persons, including the undersigned, William B. Janes, John V.
Janes and Genevieve J. Brown as beneficiaries of the Barnickel
Trust, share the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
such securities.
(e) Inapplicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As of March 7, 1994, the undersigned resigned as director
of Petrolite.
On March 31, 1994, BTC ceased to hold 681,808 shares of
the capital stock of Petrolite as trustee of certain of
Petrolite's employee benefit plans.
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CUSIP NO. 716723 10 1 PAGE 5 OF 9 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.
Date: 4/8/94
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By: /s/ MICHAEL V. JANES
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Michael V. Janes,
Individually and as Trustee
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CUSIP NO. 716723 10 1 PAGE 6 OF 9 PAGES
SCHEDULE A
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
With respect to Barnickel Company:
Aggregate number of shares beneficially owned:
5,337,360
Percentage of class of securities beneficially owned:
47.3%
Number of shares as to which there is sole power to vote or
to direct the vote:
0
Number of shares as to which there is shared power to vote or
to direct the vote:
5,337,360
Number of shares as to which there is sole power to dispose
or to direct the disposition:
0
Number of shares as to which there is shared power to dispose
or to direct the disposition:
5,337,360
With respect to the Barnickel Trust:
Aggregate number of shares beneficially owned:
5,337,360
Percentage of class of securities beneficially owned:
47.3%
Number of shares as to which there is sole power to vote
or to direct the vote:
0
Number of shares as to which there is shared power to vote
or to direct the vote:
5,337,360
Number of shares as to which there is sole power to dispose
or to direct the disposition:
0
Number of shares as to which there is shared power to dispose
or to direct the disposition:
5,337,360
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CUSIP NO. 716723 10 1 PAGE 7 OF 9 PAGES
With respect to Boatmen's Bancshares, Inc. ("BBI"):
Aggregate number of shares beneficially owned:
5,608,683
Percentage of class of securities beneficially owned:
49.7%
Number of shares as to which there is sole power to vote
or to direct the vote:
0
Number of shares as to which there is shared power to vote
or to direct the vote:
5,608,683
Number of shares as to which there is sole power to dispose
or to direct the disposition:
0
Number of shares as to which there is shared power to dispose
or to direct the disposition:
5,577,297
With respect to BTC:
Aggregate number of shares beneficially owned:
5,608,683
Percentage of class of securities beneficially owned:
49.7%
Number of shares as to which there is sole power to vote
or to direct the vote:
127,905
Number of shares as to which there is shared power to vote
or to direct the vote:
5,480,778
Number of shares as to which there is sole power to dispose
or to direct the disposition:
14,941
Number of shares as to which there is shared power to dispose
or to direct the disposition:
5,562,356
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CUSIP NO. 716723 10 1 PAGE 8 OF 9 PAGES
SCHEDULE B
ITEM 2. IDENTITY AND BACKGROUND
With respect to Barnickel Company:
State of organization: Missouri
Principal business: private investment company
Principal business address: P.O. Box 190189, St. Louis,
Missouri 63119
Principal office address: P.O. Box 190189, St. Louis,
Missouri 63119
Item 2(d): No
Item 2(e): No
With respect to the Barnickel Trust:
State of organization: Missouri
Principal business: administration of trust under will
Principal business address: c/o Boatmen's Trust Company,
100 N. Broadway, St. Louis, Missouri 63102
Principal office address: c/o Boatmen's Trust Company,
100 N. Broadway, St. Louis, Missouri 63102
Item 2(d): No
Item 2(e): No
With respect to BBI:
State of organization: Missouri
Principal business: bank holding company
Principal business address: One Boatmen's Plaza, St. Louis,
Missouri 63101
Principal office address: One Boatmen's Plaza, St. Louis,
Missouri 63101
Item 2(d): No
Item 2(e): No
With respect to BTC:
State of organization: Missouri
Principal business: trust company
Principal business address: 100 N. Broadway, St. Louis,
Missouri 63102
Principal office address: 100 N. Broadway, St. Louis,
Missouri 63102
Item 2(d): No
Item 2(e): No
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CUSIP NO. 716723 10 1 PAGE 9 OF 9 PAGES
<TABLE>
SCHEDULE C
TRANSACTIONS DURING THE PAST SIXTY DAYS
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<CAPTION>
IDENTITY OF DATE OF NUMBER OF PRICE PER DESCRIPTION OF
PERSON TRANSACTION SHARES SHARE TRANSACTION
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<S> <C> <C> <C> <C>
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BTC, as trustee 2/14/94 125 $32.00 Open Market Sale
of private
individual trust
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BTC, as trustee 3/31/94 681,808 N/A Cessation of status as
of employee trustee of employee
benefit plan benefit plan
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</TABLE>
