UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
Wm. S. Barnickel & Company
c/o Jules Chasnoff
Lowenhaupt & Chasnoff, L.L.C.
10 South Broadway, Suite 600
St. Louis, MO 63102-1733
(314) 241-5950
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 27, 1996
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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-1(b)(3) or (4), check the following box. [ ]
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
equity 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.)
(Continued on Following Pages)
(Page 1 of 5 pages)
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* 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 and
Exchange Act of 1934, as amended (the "Exchange 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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CUSIP No. 716723 10 1 SCHEDULE 13D Page 2 of 5 Pages
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INTRODUCTORY NOTE.
This statement is filed on behalf of Wm. S. Barnickel & Company, a Missouri
corporation ("Barnickel Company"); Boatmen's Bancshares, Inc., a Missouri
corporation ("BBI"); its subsidiary, Boatmen's Trust Company, a Missouri
corporation ("BTC"); The John S. Lehmann Trust f/b/o John S. Lehmann, Jr.
("Lehmann Trust I") and The John S. Lehmann Trust f/b/o Frederick W. Lehmann III
("Lehmann Trust II") (Lehmann Trust I and Lehmann II are hereinafter referred to
collectively as the "Lehmann Trusts") established under the Indenture of Trust
of John S. Lehmann dated July 8, 1959, as amended; Genevieve J. Brown, Michael
V. Janes, and William B. Janes (Genevieve J. Brown, Michael V. Janes and William
B. Janes are referred to herein collectively as the "Janeses") and Fairfax F.
Pollnow. BBI, BTC, Barnickel Company, Lehmann Trust I, Lehmann Trust II,
Genevieve J. Brown, Michael V. Janes, William B. Janes and Fairfax F. Pollnow
are hereinafter referred to as the "Reporting Persons."
This Amendment No. 7 is being filed on behalf of the Reporting Persons and
supplements and amends the information set forth in Schedule 13D filed on
February 24, 1994, as amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5
and No. 6 filed on, respectively, April 8, 1994, July 11, 1994, December 9,
1994, February 10, 1995, June 8, 1995 and November 12, 1996 previously filed by
the Reporting Persons and The William S. Barnickel Testamentary Trust, a former
Missouri trust (the "Barnickel Trust").
The filing of this Schedule 13D should not be construed as an admission
that the Reporting Persons constitute a group or are the beneficial owners of
the shares of capital stock of the Company ("Capital Stock") referred to herein.
Each signatory hereto acknowledges responsibility with respect to the
information provided as to such signatory but assumes no responsibility as to
information as to any other signatory.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby supplemented as follows:
Barnickel Company has entered into a Memorandum of Understanding Regarding
Joint Petrolite/Barnickel Efforts to Explore Sale of Petrolite, dated
November 27, 1996, with Petrolite Corporation, a copy which is filed herewith as
Exhibit 1 to this Amendment No. 7.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby supplemented as follows:
Barnickel Company has entered into a Memorandum of Understanding Regarding
Joint Petrolite/Barnickel Efforts to Explore Sale of Petrolite, dated
November 27, 1996, with Petrolite Corporation, a copy which is filed herewith
as Exhibit 1 to this Amendment No. 7.
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CUSIP No. 716723 10 1 SCHEDULE 13D Page 3 of 5 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following additional exhibits are filed with this Amendment No. 7:
Exhibit 1. Memorandum of Understanding Regarding Joint Petrolite/Barnickel
Efforts to Explore Sale of Petrolite, date November 27, 1996.
Exhibit 2. Joint Press Release.
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CUSIP No. 716723 10 1 SCHEDULE 13D Page 4 of 5 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate, dated in each case as of November 27, 1996.
BOATMEN'S BANCSHARES, INC.
/S/ BRUCE L. TALEN
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Signature
Bruce L. Talen, Attorney-in-Fact
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(Name/Title)
BOATMEN'S TRUST COMPANY
/S/ BRUCE L. TALEN
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Signature
Bruce L. Talen, Vice President
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(Name/Title)
WM. S. BARNICKEL & COMPANY
/S/ BRUCE L. TALEN
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Signature
Bruce L. Talen, Attorney-in-Fact
--------------------------------------------------
(Name/Title)
JOHN S. LEHMANN TRUST F/B/O
FREDERICK W. LEHMANN III
By: Boatmen's Trust Company, Trustee
By: /S/ BRUCE L. TALEN
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Bruce L. Talen, Vice President
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CUSIP No. 716723 10 1 SCHEDULE 13D Page 5 of 5 Pages
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JOHN S. LEHMANN TRUST F/B/O
JOHN S. LEHMANN, JR.
By: Boatmen's Trust Company, Trustee
By: /S/ BRUCE L. TALEN
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Bruce L. Talen, Vice President
/S/ GENEVIEVE J. BROWN*
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Genevieve J. Brown
/S/ MICHAEL V. JANES*
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Michael V. Janes
/S/ WILLIAM B. JANES*
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William B. Janes
/S/ FAIRFAX F. POLLNOW*
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Fairfax F. Pollnow
* By: /S/ BRUCE L. TALEN
-----------------------------------
Bruce L. Talen, as attorney-in-fact
EXHIBIT 1
Memorandum of Understanding Regarding Joint Petrolite/
Barnickel Efforts to Explore Sale of Petrolite
Memorandum of Understanding, dated as of November 27, 1996, between
Petrolite Corporation, a Delaware corporation (the "Company"), and Wm. S.
Barnickel & Company, a Missouri corporation ("WSB").
1. Sale Exploration Committee.
(a) The Special Committee of the Board of Directors of the Company
established June 13, 1996 shall be in charge of the exploration of the sale of
the Company (the "Committee"). The Committee shall consist of the directors
listed on Exhibit A hereto.
(b) J. Peters MacCarthy and Robert H. Quenon shall be entitled to
participate in the Committee with all of the rights of the members of the
Committee, including the right to notice, attendance and participation at all
meetings of the Committee, except that they will not have the right to vote. If
either of such persons shall become unable or unwilling to serve, WSB shall be
entitled to designate Robert E. Kresko as a replacement and then, if necessary,
such other replacements as may be required. The members of the Committee who are
directors of the Company may meet privately with the Committee's legal counsel
to receive and consider legal advice with respect to their fiduciary duties,
provided that prior notice of any meetings of the Committee shall be given to
Messrs. MacCarthy and Quenon or their replacements.
(c) The purpose of the Committee will be, subject to the fiduciary
duties of the directors, to pursue a process for the sale or merger of the
Company on the most advantageous terms for all shareholders. The Committee will
take into account, among any other shareholders' concerns, the fact that WSB has
a strong preference for a transaction structured as a tax-free reorganization
involving WSB directly.
(d) Goldman Sachs & Co. and Morgan Stanley & Co., Incorporated, each
will fully participate in the Committee's exploration of the sale process,
advising and assisting the Committee. Goldman Sachs and Morgan Stanley will
execute a singular process to explore a sale of the Company. The Committee, with
the advice and assistance of such financial advisors, A.G. Edwards and the
Committee's legal counsel, will consider a variety of business combination
structures in seeking to find a transaction on the most advantageous terms for
all Petrolite shareholders. Goldman Sachs and Morgan Stanley will provide full
and ongoing disclosure of the status of the process, including the material
content of any discussions with prospective acquirors, to the Committee and each
other. Goldman Sachs, Morgan Stanley and A.G. Edwards will each continue to
perform their roles of advisors to the Company, WSB and the Special Committee
respectively. Except as may subsequently be agreed, WSB shall be solely
responsible for the payment of any fees and expenses, and indemnification, of
Morgan Stanley.
<PAGE>
(e) All material elements of the sale/merger process, all material
actions taken to implement the process, and all agreements, arrangements or
understandings with any companies participating in the process will be reviewed
with the Committee in advance. If any agreements which have been entered into
between the Company and any prospective acquirors participating in the process
to date contain any provisions that prevent or limit such prospective acquiror
or its representatives from communicating with WSB or its representatives, such
provisions are hereby waived by the Company.
2. Standstill. WSB will standstill (that is, take no implementing action)
with respect to any consent solicitation and the pending litigation for 90 days
so that the Company's Board can pursue the Committee's purpose. The litigation
pending in the Delaware Court of Chancery styled "Wm. S. Barnickel & Co. v.
Petrolite Corporation, et. al." shall be dismissed without prejudice.
3. Amendment of Rights Agreement, Etc.
(a) Effective upon the execution hereof, the Company has amended the
Rights Agreement, dated as of March 28, 1994, as amended as of December 1, 1994
and February 7, 1995, between the Company and Society National Bank (the "Rights
Agreement") to provide that (i) any previous requirement for "Continuing
Director" action under the Rights Agreement has been eliminated and (ii) no
person shall be deemed to be the "beneficial owner," within the meaning of the
Rights Agreement, of shares of the Company stock owned by any other person
solely by reason of the solicitation and delivery of revocable consents to the
removal of certain of the Company's directors and the election of new directors
pursuant to a public consent solicitation. A copy of the amendment to the Rights
Agreement is attached hereto as Exhibit C. Except as set forth above, the
Company has not amended the Rights Agreement or resolved to do so.
(b) The Company acknowledges and agrees that the provisions of Article
II Section 12 of the Company's Bylaws shall not be construed to limit actions by
written consent.
(c) No other Rights Agreement provisions, Bylaws or other structural
arrangements will be adopted or implemented which will constitute obstacles in
the path of the shareholder consent process.
4. No Inconsistent Actions. During the next 90 days, except in connection
with a merger or other business combination transaction involving all of the
Company's outstanding shares that is recommended by the Committee and approved
by the Company's board of directors, the Company will not knowingly take any
actions which would interfere with or impair the sale/merger process, including
any action which presents any reasonable risk that it would prevent (i) a sale
or merger of the Company in a three party transaction involving the Company, WSB
and a third party acquiror, (ii) a transaction from being accounted for as a
"pooling of interests" or being treated as a tax-free reorganization under
applicable tax law, or (iii) a transaction from receiving any requisite
regulatory approval or clearance, including under applicable antitrust law;
provided, however, that no actions may be knowingly taken in connection with
such a merger or business combination transaction if such actions would have the
effect preventing any of the matters referred to in (i), (ii) or (iii) above, or
2
<PAGE>
otherwise would have a material adverse effect on the financial condition of the
Company and its subsidiaries taken as a whole, if such merger or other business
combination transaction is not consummated.
5. Good Faith, Etc. The parties will proceed in good faith to implement the
terms of this Memorandum of Understanding. This Memorandum of Understanding
shall be governed in all respects by the laws of the State of Delaware and the
parties consent to submit themselves to the personal jurisdiction of any Federal
or state court located in Delaware in the event of any dispute arising out of
this Memorandum of Understanding. The parties agree that irreparable damage
would occur in the event that any terms or provisions of this Memorandum of
Understanding were not performed in accordance with their specific terms or were
otherwise breached; it is accordingly agreed that the parties shall be entitled
to injunctive relief to prevent breaches of the terms contained herein and to
enforce specifically the terms and provisions of this Memorandum of
Understanding, this being in addition to any other remedy to which they are
entitled at law or in equity.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of
Understanding as of the date first above written.
PETROLITE CORPORATION
By: /s/ Paul H. Hatfield
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Name: Paul H. Hatfield
Title: Chief Executive Officer
WM. S. BARNICKEL & COMPANY
By: /s/ V. Raymond Stranghoener
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Name: V. Raymond Stranghoener
Title: Vice President
3
<PAGE>
EXHIBIT A
SPECIAL COMMITTEE OF PETROLITE BOARD OR DIRECTORS
Andrew B. Craig, III Richard L. O'Shields
Jerry B. Davis Brian M. Rushton
Louis Fernandez Joseph Williams
WILLIAM S. BARNICKEL & COMPANY REPRESENTATIVES
(Non-Voting)
J. Peters McCarthy
Robert H. Quenon
4
<PAGE>
EXHIBIT B
AMENDMENT NO. 3 TO
RIGHTS AGREEMENT
Amendment No. 3 (this "Amendment"), dated as of November 27, 1996, to the
Rights Agreement (the "Rights Agreement"), dated as of March 28, 1994, between
Petrolite Corporation, a Delaware Corporation (the "Company"), and Society
National Bank (the "Rights Agent"), as amended by Amendment No. 1, dated as of
December 1, 1994, and Amendment No. 2, dated as of February 7, 1995.
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend the Rights Agreement
in accordance with Section 27 thereof;
WHEREAS, all acts and things necessary to make this Amendment valid and
enforceable have been performed and done, including as required by Section 27,
the delivery to the Rights Agent of a certificate from an appropriate officer of
the Company stating that this Amendment is in compliance with the terms of
Section 27;
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties agree that the Rights Agreement is hereby amended
as follows:
1. Section 1(g) of the Rights Agreement is hereby amended to read in its
entirety as follows:
"Continuing Director" shall mean any person who is presently or
subsequently becomes a member of the Board of Directors of the Company,
while such person is a member of the Board of Directors of the Company.
2. Section 1 of the Rights Agreement is hereby amended by adding the
following new paragraph at the end of Section 1 immediately following
the paragraph added by Amendment No. 2 to the Rights Agreement dated as
of February 7, 1995:
Notwithstanding anything in this Agreement that might otherwise be
deemed to the contrary, no Stock Acquisition Date, Distribution Date,
Section 11(a)(ii) Event or Section 13 Event shall occur, no person shall
be deemed an "Acquiring Person," and no person shall be deemed the
"Beneficial Owner" of, or to "beneficially own" any security under
Section 1(c)(ii), solely by reason of the solicitation and delivery of
revocable consents to the removal of certain of the Company's directors
and the election of new directors pursuant to a public consent
solicitation.
3. The Rights Agreement shall not otherwise be supplemented or amended by
virtue of this Amendment, but shall remain in full force and effect.
5
<PAGE>
This Amendment may be executed in one or more counterparts, all of which
shall be considered one and the same amendment and each of which shall
be deemed an original.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
executed, all on the date first written above.
Attest: PETROLITE CORPORATION
By: By:
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Attest: SOCIETY NATIONAL BANK
By: By:
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6
EXHIBIT 2
PETROLITE AND BARNICKEL AGREE TO EXPLORE SALE OF PETROLITE
ST. LOUIS, November 29, 1996 -- Petrolite Corporation and Wm. S. Barnickel &
Co., the owner of 47% of Petrolite's outstanding stock, jointly announced today
that they have agreed to explore a sale or merger of Petrolite on the most
advantageous terms for all Petrolite shareholders.
Under a memorandum of understanding that Petrolite and Barnickel signed late
Wednesday, a Special Committee of the Petrolite Board of Directors will be in
charge of the sale process with the full participation (other than voting) of
two Barnickel representatives. The memorandum provides, among other things, that
Goldman Sachs & Co., Petrolite's financial advisor, and Morgan Stanley & Co.
Incorporated, Barnickel's financial advisor, will execute a singular process for
the exploration of the sale of Petrolite. Barnickel has agreed to stand-still
with respect to any consent solicitation for 90 days in order to permit the sale
process to proceed in an orderly manner.
Petrolite and Barnickel have also agreed to the dismissal of litigation that is
pending in Delaware.
St. Louis-based Petrolite Corporation (Nasdaq: PLIT) is a specialty chemical
company offering integrated technologies to meet the needs of customers in a
dozen major markets in more than 30 countries. Its products and services,
especially those for energy-related industries, include chemical treatment
programs, performance-enhancing additives, process equipment and engineering
services. It also manufactures and markets proprietary polymers used as
additives in a wide range of industrial and consumer product applications.
