<PAGE> 1
---------------------------
OMB APPROVAL
---------------------------
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
---------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
-----------
Petrolite Corporation
- ------------------------------------------------------------------------------
(Name of Issuer)
Capital Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
716723 10 1
------------------------------------
(CUSIP Number)
Jules Chasnoff, 408 Olive St., Suite 405, St. Louis, MO 63102 (314) 241-5950
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 8, 1994
-------------------------------------------------------
(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
<PAGE> 2
- ------------------------- -------------------------
CUSIP NO. 716723 10 1 SCHEDULE 13D Page 2 of 9 Pages
--------------- ---- ---
- ------------------------- -------------------------
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael V. Janes
###-##-####
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
See attached Item 5(b)
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
PF
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITMES 2(d) OR 2(e)
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -----------------------------------------------------------------------------
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
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,401,660
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,670,094 See attached Item 5(a)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------
*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.
<PAGE> 3
CUSIP NO. 716723 10 1 PAGE 3 OF 9 PAGES
INTRODUCTORY NOTE
This Amendment No. 2 supplements the information filed on Schedule 13D, as
amended by Amendment No. 1 (the "Schedule 13D"), by Michael V. Janes (the
"undersigned") on February 24, 1994 and April 8, 1994, respectively. 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 4. PURPOSE OF TRANSACTION.
The co-trustees of the Trust are continuing to analyze
how to effectuate the termination of the Trust and under what
circumstances the Trust should distribute its assets in view
of the objectives of maximizing liquidity, minimizing taxes
and providing for impartial treatment of the beneficiaries, to
the extent practicable. Any plan or proposal that is adopted
could involve simply distributing the stock of Barnickel Company
to the beneficiaries of the Trust, seeking representation on the
Board of Directors of Petrolite, a business combination with
Petrolite or a third party, or a sale or other disposition of any
such shares to a third party or in an equity offering, among other
possible transactions, any of which could have the effect of
changing or influencing the control of Petrolite.
In conjunction with the analysis of these alternatives,
Barnickel Company has entered into discussions with Petrolite
concerning a possible merger of Barnickel with and into Petrolite
or other form of business combination. An agreement with respect
to the terms of any such transaction has not been reached and
negotiations are subject to continued analysis, including an analysis
of the possibility of effecting such a transaction on a tax-free basis.
Any such transaction would be subject to negotiation and agreement upon
the necessary terms and conditions; negotiation and execution of a
definitive agreement and other necessary agreements on terms mutually
satisfactory to the parties; approval by their respective Boards of
Directors and possibly shareholders and other persons; and receipt of
necessary regulatory approvals. No assurance can be given that an
agreement with respect to any such transaction will be reached or
consummated.
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 48.3%
of such class (based on the number of shares outstanding on May
1, 1994). 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).
<PAGE> 4
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 by the undersigned, Barnickel
Company, Barnickel Trust, BBI or BTC during the past 60 days are
set forth in Schedule C, which is incorporated by reference.
(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
<PAGE> 5
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: 7/8/94
---------------------------
By: /s/ MICHAEL V. JANES
---------------------------
Michael V. Janes,
Individually and as Trustee
<PAGE> 6
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:
47.2%
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:
47.2%
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
<PAGE> 7
CUSIP NO. 716723 10 1 PAGE 7 OF 9 PAGES
With respect to Boatmen's Bancshares, Inc. ("BBI"):
Aggregate number of shares beneficially owned:
5,604,594
Percentage of class of securities beneficially owned:
49.6%
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:
5,604,594
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:
5,571,833
With respect to BTC:
Aggregate number of shares beneficially owned:
5,604,594
Percentage of class of securities beneficially owned:
49.6%
Number of shares as to which there is sole power to vote
or to direct the vote:
126,466
Number of shares as to which there is shared power to vote
or to direct the vote:
5,478,128
Number of shares as to which there is sole power to dispose
or to direct the disposition:
13,496
Number of shares as to which there is shared power to dispose
or to direct the disposition:
5,558,337
<PAGE> 8
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
<PAGE> 9
CUSIP NO. 716723 10 1 PAGE 9 OF 9 PAGES
<TABLE>
SCHEDULE C
TRANSACTIONS DURING THE PAST SIXTY DAYS
---------------------------------------
===================================================================================================================================
<CAPTION>
IDENTITY OF DATE OF NUMBER OF PRICE PER DESCRIPTION OF
PERSON TRANSACTION SHARES SHARE TRANSACTION
------------ ----------- --------- ---------- --------------
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
BTC, as trustee 5/23/94 66 N/A Acquisition of shares in
of employee connection with merger of
benefit plan employee benefit plans
- -----------------------------------------------------------------------------------------------------------------------------------
BTC, as trustee 6/01/94 125 N/A Distribution by trust
of private
individual trust
- -----------------------------------------------------------------------------------------------------------------------------------
BTC, as trustee 6/14/94 350 N/A Distribution by plan
of employee
benefit plan
===================================================================================================================================
</TABLE>
