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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. 5)*
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 Travis L. Stricker
NUMBER OF PERSON AUTHORIZED TO Pitt-Des Moines, Inc.
RECEIVE NOTICES AND COMMUNICATIONS: 1450 Lake Robbins Drive, #400
The Woodlands, TX 77380
(281) 765-4600
DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT: December 31, 1998
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(e), (f) or (g), 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 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 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. ###-##-####
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
243,754
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8) Shared Voting Power
214,344
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9) Sole Dispositive Power
243,754
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10) Shared Dispositive Power
214,344
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 458,098
12) Check if the Aggregate Amount
in Row 11) Excludes Certain
Shares*
13) Percent of Class Represented
by Amount in Row 11) 6.3%
14) Type of Reporting Person* IN
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CUSIP No. 724508-106
ITEM 1. SECURITIES AND ISSUER.
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 1450
Lake Robbins Drive, #400, The Woodlands, Texas 77380.
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 and a private investor.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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 1998, Mrs. Townsend disposed of 4,000 shares (0.06% of the
outstanding stock of the Company) through stock gifts.
In December 1998, a child of Mrs. Townsend was deemed independent thus Mrs.
Townsend no longer shares voting and dispositive power. The child held 81,322
shares (1.12% of the outstanding stock of the Company) on the aforementioned
date.
In January 1999, Mrs. Townsend acquired 800 shares (0.01% of the outstanding
stock of the Company) through a stock gift. Also in January 1999, Mrs. Townsend
acquired 100 shares (0.001% of the outstanding stock of the Company) for her
service on the Company's Board of Directors.
In January 1999, the spouse of Mrs. Townsend acquired 300 shares (0.004% of the
outstanding stock of the Company) through a stock gift. Mrs. Townsend disclaims
beneficial ownership of these shares of which she has shared voting and
dispositive power.
In February 1999, the John E. and Sue M. Jackson Charitable Trust, of which Mrs.
Townsend is co-trustee, sold 28,844 shares (0.4% of the outstanding stock of the
Company) to the Pitt-Des Moines, Inc. Employee Stock Ownership Plan.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Mrs. Townsend has the sole voting and dispositive power over 243,754 shares
(3.4% of the outstanding common stock of the Company) owned by her. In
addition, Mrs. Townsend has the shared voting and dispositive power over 243,188
shares (3.3% 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, Mrs. Townsend's spouse.
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CUSIP No. 724508-106
In the aggregate, Mrs. Townsend has beneficial ownership over 458,098 shares
(6.3% of the outstanding common stock of the Company); however, she disclaims
beneficial ownership over 151,102 shares (2.1% 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 reported in the Company's Annual Report on Form 10-K for
the year ended December 31, 1998.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
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.
None
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 26, 1999
By: /s/ Polly J. Townsend
__________________________
Polly J. Townsend
