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CUSIP No. 724508-106
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
NAME OF ISSUER: PITT-DES MOINES, INC.
TITLE OF CLASS OF SECURITIES: Common Stock, No Par Value
CUSIP NUMBER: 724508-106
NAME, ADDRESS AND TELEPHONE Leonard F. Kolodziej
NUMBER OF PERSON AUTHORIZED TO Pitt-Des Moines, Inc.
RECEIVE NOTICES AND COMMUNICATIONS: 3400 Grand Avenue
Pittsburgh, PA 15225
(412) 331-3000
DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT: January 20, 1994
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 this 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() 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 continaing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 724508-106
1) Name of Reporting Person Polly J. Townsend
SS or IRS Identification No.
of Above Person ###-##-####
2) Check the Appropriate Box (a) _________________
if a Member of a Group
(See Instructions) (b) _________________
3) SEC Use Only
4) Source of Funds*: Not applicable
5) Check box if disclosure of legal
proceedings is required pursuant
to Items 2(d) or 2(e) Not applicable
6) Citizenship of place of organization: U.S.A.
7) Sole Voting Power
87,205
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8) Shared Voting Power
87,778
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9) Sole Dispositive Power
87,205
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10) Shared Dispositive Power
87,778
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 174,983
12) Check if the Aggregate Amount
in Row 11) Excludes Certain
Shares*
13) Percent of Class Represented
by Amount in Row 11) 7.5%
14) Type of Reporting Person* IN
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CUSIP No. 724508-106
Item 1. Securities and Issuer.
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This statement relates to common stock, no par value, of Pitt-Des Moines, Inc.
(the "Company"). The Company's principal executive offices are located at 3400
Grand Avenue, Pittsburgh, Pennsylvania 15225.
Item 2. Identity and Background.
-----------------------
This statement is filed by Polly J. Townsend ("Mrs. Townsend"). Mrs. Townsend
resides at 34 Proctor Street, Manchester, Massachusetts 01944.
During the last five years, Mrs. Townsend has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor was she a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order against her
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Mrs. Townsend is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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The shares of common stock of the Company represented by this filing on behalf
of Mrs. Townsend include shares acquired by her due to her position as trustee
or co-trustee of the named trusts involved and shares acquired by her through
stock gifts and inheritances.
Item 4. Purpose of Transaction.
----------------------
In November 1993, the Ruth H. Jackson Estate, of which Mrs. Townsend was co-
executrix, disposed of the remaining 9,610 shares (0.4% of the outstanding stock
of the Company) in accordance with Ruth H. Jackson's Will.
In December 1992 and in January and November 1993, Mrs. Townsend disposed of
4,600 shares (0.20% of the outstanding stock of the Company) through stock gifts
and received stock gifts of 500 shares.
In January and November 1994, Mrs. Townsend disposed of 3,200 shares (0.14% of
the outstanding stock of the Company) through stock gifts and received stock
gifts of 700 shares.
In January, June and November 1995, Mrs. Townsend disposed of 3,400 shares
(0.15% of the outstanding stock of the Company) through stock gifts and received
1,600 shares through stock gifts and inheritances.
In November 1993, the R. H. Jackson Trust, of which Mrs. Townsend is trustee,
acquired 1,364 shares (0.06% of the outstanding stock of the Company). Mrs.
Townsend, as beneficiary with shared voting and dispositive power, anticipates
that shares held in the trust will be disposed of in accordance with Ruth H.
Jackson's Will.
In January 1993, the Ruth H. Jackson Charitable Trust, of which Mrs. Townsend is
co-trustee, disposed of 10,259 shares (0.4% of the outstanding stock of the
Company) pursuant to a sale to the Pitt-Des Moines, Inc. Employee Stock
Ownership Plan.
In November 1993, the Ruth H. Jackson Trust, of which Mrs. Townsend was co-
trustee, acquired 1,365 shares (0.06% of the outstanding stock of the Company).
In August 1995, the Ruth H. Jackson Trust removed Mrs. Townsend as co-trustee
thereby removing her shared voting and dispositive power status of the remaining
21,082 (0.9% of the outstanding stock of the Company) held in the trust.
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CUSIP No. 724508-106
In November 1993, the Ruth H. Jackson Trust, of which Mrs. Townsend was co-
trustee, acquired 1,364 shares (0.06% of the outstanding stock of the Company).
In August 1995, the Ruth H. Jackson Trust removed Mrs. Townsend as co-trustee
thereby removing her shared voting and dispositive power status of the remaining
21,081 shares (0.9% of the outstanding stock of the Company) held in the trust.
In January 1994, the Ruth H. Jackson Charitable Trust, of which Mrs. Townsend is
co-trustee, disposed of 10,037 shares (0.4% of the outstanding stock of the
Commpany) pursuant to a sale to the Pitt-Des Moines, Inc. Employee Stock
Ownership Plan.
In January 1994, the John E. and Sue M. Jackson Charitable Trust, of which Mrs.
Townsend was co-trustee, disposed of the remaining 356 shares (0.02% of the
outstanding stock of the Company) held in the trust.
In December 1993, January and November 1993, January and November 1994, and
January and November 1995, a child of Mrs. Townsend acquired a cumulative total
of 3,550 shares (0.2% of the outstanding stock of the Company) through stock
gifts and inheritances. Mrs. Townsend disclaims beneficial ownership of these
shares of which she has shared voting and dispositive power.
In January 1993, January 1994, and January 1995, the spouse of Mrs. Townsend
acquired a cumulative total of 500 shares (0.02% of the outstanding stock of the
Company) through stock gifts and inheritances. Mrs. Townsend disclaims
beneficial ownership of these shares of which she has shared voting and
dispositive power.
In January 1995, the Ruth H. Jackson Charitable Trust, of which Mrs. Townsend is
co-trustee, disposed of 6,000 shares (0.03% of the outstanding stock of the
Company) pursuant to a sale to the Pitt-Des Moines, Inc. Employee Stock
Ownership Plan.
Item 5. Interest in Securities of the Issuer.
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Mrs. Townsend has the sole voting and dispositive power over 87,205 shares (3.7%
of the outstanding common stock of the Company) owned by her. In addition, Mrs.
Townsend has the shared voting and dispositive power over 87,778 shares (3.8% of
the outstanding common stock of the Company) including shares held in various
trusts of which she is co-trustee and shares individually held by Gerard B.
Townsend.
In the aggregate, Mrs. Townsend has the beneficial ownership over 174,983 shares
(7.5% of the outstanding common stock of the Company); however, she disclaims
beneficial ownership over 66,697 shares (2.9% of the outstanding common stock of
the Company).
The above calculations are based upon the number of outstanding shares of the
Company's common stock report6ed in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
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to Securities of the Issuer.
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Mrs. Townsend is the daughter of W. R. Jackson, Chairman Emeritus and Director
of the Company and sister to W. R. Jackson, Jr., a Director of the Company, and
Mary Melissa Jackson. W. R. Jackson, W. R. Jackson, Jr. and Mary Melissa
Jackson are also principal stockholders of the Company. Such family members
disclaim the existence of any agreement or understanding to act as a group with
respect to such shares.
Item 7. Material to be Filed as Exhibits.
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None
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CUSIP No. 724508-106
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: February 1, 1996
By /s/ Polly J. Townsend
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Polly J. Townsend
