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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1 )*
Moore-Handley, Inc.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
615762 10 1
(CUSIP Number)
William Riley
c/o Moore-Handley, Inc.
P.O. Box 2607
Birmingham, Alabama 35202
(205) 663-8011
with a copy to:
Steven Ostner, Esq.
Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
(212) 909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 31, 1999
-----------------
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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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* 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 pages.
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SCHEDULE 13D
CUSIP No. 615762 10 1 Page 2 of 6 Pages
(1) Names of Reporting Persons William Riley
S.S. or I.R.S. Identification
Nos. of Above Persons (Entities only)
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(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds PF
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(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of
Organization U.S.A.
- --------------------------------- ---------------------------------------------
Number of Shares Beneficially (7) Sole Voting Power 447,358
Owned - by Each Reporting --------------------------------------------
Person With (8) Shared Voting Power
--------------------------------------------
(9) Sole Dispositive Power 447,358
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 447,358
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(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
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(13) Percent of Class Represented
by Amount in Row 22.8%
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(14) Type of Reporting Person IN
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SCHEDULE 13D
CUSIP No. 615762 10 1 Page 3 of 6 Pages
ITEM 1.
(A) NAME OF ISSUER
Moore-Handley, Inc. (the "Issuer")
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
3140 Pelham Parkway
Pelham, Alabama 35124
(C) TITLE OF CLASS OF SECURITIES
This report covers the Issuer's Common Stock, par value $.10 per share (the
"Common Stock").
ITEM 2.
(a) The names of the person filing this statement is William Riley
(b) Mr. Riley's business address is c/o Moore-Handley, Inc., P.O. Box 2607,
Birmingham, Alabama 35202.
(c) Mr. Riley is the Chairman of the Board and Chief Executive Officer of
Moore-Handley, Inc.
(d) During the last five years, Mr. Riley has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Riley has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order 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.
(f) Mr. Riley is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 447,358 shares of Common Stock beneficially owned by
Mr. Riley, 397,358 shares of Common Stock are owned by Mr. Riley. The remaining
50,000 shares represent shares to be issued to Mr. Riley pursuant to the
Issuer's Employee Stock
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SCHEDULE 13D
CUSIP No. 615762 10 1 Page 4 of 6 Pages
Purchase Plan upon repayment of a note, dated September 1, 1998, issued by Mr.
Riley to the Issuer in payment of the purchase price. The 50,000 shares were
purchased for $2.625 per share. The note is in the principal amount of $131,250,
bears interest at 8 1/2% and matures July 1, 2001. Of the owned shares, 9,100
shares were acquired on the open market with the use of personal funds of Mr.
Riley, 11,800 shares were acquired through the Issuer's employee stock purchase
plan through regular payroll deductions and the remaining 376,458 through direct
investment of personal funds in the Issuer upon its formation.
ITEM 4. PURPOSE OF TRANSACTION.
On December 31, 1999, Mr. Riley purchased, for settlement on
January 5, 2000, 9,100 shares of Common Stock at $1.50 per share in the open
market as an additional investment.
Mr. Riley intends to monitor his investment in the Common
Stock of the Issuer on an ongoing basis. As part of this ongoing review process,
Mr.Riley may from time to time consider a number of strategies for enhancing
value, including, without limitation, (a) the acquisition of additional
securities of the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) a change in the present board of directors or management of
the Issuer; (e) a material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) causing a class of securities of the Issuer to be
de-listed from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (h) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (i) any action similar to any of those
enumerated above. There can be no assurance that Mr. Riley will develop any
plans or proposals with respect to any of the foregoing matters. Any strategies
that Mr. Riley may pursue will depend upon a number of factors, including,
without limitation, current and anticipated future trading prices for the Common
Stock, the financial condition, results of operations and prospects of the
Issuer and its businesses, and general economic, market and industry conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The equity securities to which this statement relates
consists of: (i) 397,358 shares of Common Stock owned by Mr. Riley and (ii)
50,000 shares of Common Stock to be issued upon repayment of the note issued by
Mr. Riley for their purchase, which note matures July 1, 2001, all of which are
beneficially owned by Mr. Riley.
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SCHEDULE 13D
CUSIP No. 615762 10 1 Page 5 of 6 Pages
These equity securities represent approximately 22.8% of the outstanding shares
of Common Stock.
(b) Mr. Riley has the sole power to vote and dispose of each
of the Shares, other than the 50,000 shares to be issued upon repayment of the
note under the Issuer's Employee Stock Purchase Plan, as to which Mr. Riley has
a right to acquire sole power to vote and dispose of such shares upon repayment
of the note.
(c) Except as described in Item 4, Mr. Riley has not
participated in any transaction involving Common Stock within the past sixty
days other than through the Issuer's Employee Stock Purchase Plan.
(d) N/A
(e) N/A
ITEM 6.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1. The Moore-Handley Inc. Employee Stock Purchase Plan filed
as Exhibit 10 to the Issuer's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998 and incorporated herein
by reference.
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.
Dated: February 24, 2000
/s/ William Riley
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William Riley
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INDEX OF EXHIBITS
1. The Moore-Handley Inc. Employee Stock Purchase Plan filed as Exhibit 10
to the Issuer's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 and incorporated herein by reference.
