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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. __________)*
Metal Management, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01 per share
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(Title of Class of Securities)
591097100
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(CUSIP Number)
Ian MacLeod and Marilyn MacLeod, 2960 Palos Verdes Drive North, Rolling Hills,
CA 90274,
Telephone 310-377-3490
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 1, 1997 and May 29, 1997
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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
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
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
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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SCHEDULE 13D
CUSIP No. 591097100 PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ian MacLeod
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX 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.
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7 SOLE VOTING POWER
175,000 (1)
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 885,000 (2)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 175,000 (1)
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
885,000 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1 %
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14 TYPE OF REPORTING PERSON*
IN
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*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.
(1) Includes four warrants, held of record by Ian MacLeod, to purchase an
aggregate of 175,000 shares of Company Common Stock, exercisable
immediately. See Items 3 and 5 below.
(2) Consists of 885,000 shares of Common Stock beneficially owned by Ian
and Marilyn MacLeod.
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SCHEDULE 13D
CUSIP No. 591097100 PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marilyn Macleod
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX 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.
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7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 885,000 (2)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
885,000 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
885,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9 %
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14 TYPE OF REPORTING PERSON*
IN
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(1) Consists of 885,000 shares of Company Common Stock beneficially owned
by Ian and Marilyn MacLeod.
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Item 1. Security and Issuer
This statement relates to shares of Common Stock, $.01 par
value per share (the Shares"), of Metal Management, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company
are located at 500 North Dearborn, Suite 405, Chicago, IL 60610.
Item 2. Identity and Background
This Schedule 13D is filed on behalf of two Reporting Persons,
Ian MacLeod and Marilyn MacLeod. The name, residence or business address and
principal occupation or employment of each of the Reporting Persons are as
follows:
Ian MacLeod
2960 Palos Verdes Drive North
Rolling Hills, CA 90274
Principal business: President and Chief Executive Officer of
the MacLeod Companies (defined below), a group of companies
engaged in scrap metal recycling.
Marilyn MacLeod
2960 Palos Verdes Drive North
Rolling Hills, CA 90274
Principal business: Homemaker.
During the past five years, neither of the Reporting Persons
(i) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or has (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction or as a result of
such proceeding been or become 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. The Reporting Persons are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons acquired 725,000 of their shares of
Common Stock and Ian MacLeod acquired his warrants for the purchase of Common
Stock of the Company on January 1, 1997, in exchange for their shares of five
companies of which they were the sole shareholders -- California Metals
Recycling, Inc., a California corporation ("CA Metals"), Firma, Inc., a
California corporation ("Firma"), MacLeod Metals Co., a California corporation
("MacLeod Metals"), Firma Plastic Co., Inc., a California corporation
("Plastics") and Trojan Trading Co., a California corporation ("Trojan
Trading," and together with Firma, CA Metals, MacLeod Metals and Plastics, the
"MacLeod Companies"). The Company acquired the MacLeod Companies and two
parcels of real property in South Gate, California (the "Properties"), held by
the MacLeod Family Trust dated January 30, 1993 (the "Trust"), pursuant to an
Acquisition Agreement dated January 1, 1997 (the "Agreement") among the
Company, MMI Acquisition, Inc., Metal Management Realty, Inc., a wholly owned
Company subsidiary ("Realty"), the MacLeod Companies, the Reporting Persons and
the Trust.
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The Company acquired all of the outstanding shares of
CA Metals, Firma, MacLeod Metals and Plastics directly from the
Reporting Persons in return for: (i) $7,100,000 ($6,600,000 of which
was in the form of promissory notes issued by the Company), (ii) a
Series A Warrant to purchase 100,000 shares of Company Common Stock at
$3.96 per share, (iii) a Series B Warrant to purchase 25,000 shares of
Company Common Stock at $4.15 per share, (iv) a Series C Warrant to
purchase 25,000 shares of Company Common Stock at $4.35 per share, and
(v) a Series D Warrant to purchase 25,000 shares of Company Common
Stock at $4.75 per share. The Company acquired Trojan Trading by
means of a merger of a wholly owned Company subsidiary with and into
Trojan Trading. The Reporting Persons received an aggregate of
725,000 shares of the Company's Common Stock in return for their
Trojan Trading shares. The Company, through Realty, also purchased
the Properties from the Trust for $500,000 in cash and $3,000,000 in
the form of a promissory note issued by Realty and guaranteed by the
Company. Pursuant to the Agreement, the stock certificate for 725,000
shares and the Series A, B, C and D Warrants were placed into escrow,
to be held as security for certain losses incurred by the Company in
the event of certain breaches by the Reporting Persons or the Trust of
covenants, representations and warranties contained in the Agreement.
Also pursuant to the Agreement, Ian MacLeod was appointed to serve as
a director on the Company's Board of Directors. In addition, pursuant
to an employment agreement between the MacLeod Companies and Mr.
MacLeod, Mr. MacLeod will serve as President and Chief Executive
Officer of all of the MacLeod Companies. The acquisition of the
MacLeod Companies and the Properties is further described in the
Agreement, attached hereto as Exhibit A.
On May 29, 1997, $1,000,000 of the promissory notes issued to
the MacLeods on January 1, 1997, was repaid by the issuance of 160,000 shares
of Common Stock of the Company in the names of Ian and Marilyn MacLeod.
The stock certificate for 725,000 shares of Common Stock of
the Company also is in the names of both Reporting Persons. The warrants are
issued solely in the name of Ian MacLeod. Marilyn MacLeod's only interest, if
any, in the warrants would be by virtue of California community property law.
No part of the consideration for the Common Stock and warrants was borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
securities of the Company.
Item 4. Purpose of the Transaction
The purpose of the acquisition of the MacLeod Companies and
the Properties and the related transactions by which the Reporting Persons
acquired their jointly held securities of the Company was to liquidate the
Reporting Persons' holdings in the MacLeod Companies and the Properties. The
Agreement provides for the registration of the Company shares held by the
Reporting Persons and the shares issuable on exercise of the warrants held by
them on the first anniversary of the Effective Time of the acquisition.
Except as set forth in the Agreement, the Reporting Persons
have no present plans or proposals that relate to or would result in: (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present board of directors or management of the Company, including
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any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any 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) changes in the Company's
charter, bylaws or instruments corresponding thereto or other actions that may
impede the acquisition of control of the Company by any person; (h) causing a
class of securities of the Company to be delisted 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; (i) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act; or (j) any action
similar to any of those enumerated above, as set forth in Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer
The number of shares beneficially owned by the Reporting
Persons and the percentage of the total number of Company shares outstanding
(as of November 11, 1996) that the Reporting Persons beneficially own are as
follows:
<TABLE>
<CAPTION>
Name Number of Shares Percentage
- ----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Ian MacLeod 1,060,000(1) 8.1%
Marilyn MacLeod 885,000(2) 6.9%
</TABLE>
(1) Includes (i) a Series A Warrant to purchase 100,000 shares of Company
Common Stock at $3.96 per share, (ii) a Series B Warrant to purchase
25,000 shares of Company Common Stock at $4.15 per share, (iii) a
Series C Warrant to purchase 25,000 shares of Company Common Stock at
$4.35 per share, and (iv) a Series D Warrant to purchase 25,000 shares
of Company Common Stock at $4.75 per share, all held of record by Ian
MacLeod and exercisable immediately; and 885,000 shares of Common
Stock of the Company beneficially owned by Ian MacLeod and Marilyn
MacLeod.
(2) Consists of 885,000 shares of Common Stock of the Company beneficially
owned by Ian MacLeod and Marilyn MacLeod.
Except as disclosed above, neither Ian MacLeod nor Marilyn
MacLeod has engaged in any transaction in the shares of the Company during the
past sixty days.
Ian and Marilyn MacLeod beneficially own an aggregate of
885,000 shares of Common Stock of the Company and share voting and dispositive
power with respect to those shares. They do not share voting or dispositive
power with respect to the warrants and the shares of Common Stock issuable upon
exercise of the warrants of the Company.
Item 6. Contracts, Arrangements or Understandings with Respect to Securities
of the Issuer
Except as described in the Agreement, attached hereto as
Exhibit A, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 or between
such persons and any person with respect to any securities of the Company,
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including, but not limited to, transfer or voting of any of the securities of
the Company, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which would
give another person voting power or investment power over the securities of the
Company.
Item 7. Material to be Filed as Exhibits
(a) Acquisition Agreement by and among the Company, MMI
Acquisition, Inc., a California corporation and wholly owned
subsidiary of the Registrant, Realty, Inc., the MacLeod
Companies, the Reporting Persons, and the Trust, incorporated
by reference from the Report on Form 8-K by Metal Management,
Inc. dated January 1, 1997.
(b) Agreement of the Reporting Persons that this Schedule 13D is
filed on behalf of each of them.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned individuals, each of the undersigned individuals certifies
that the information set forth in this Statement is true, complete and correct.
July 28, 1997 /s/ IAN MACLEOD
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Ian MacLeod
/s/ MARILYN MACLEOD
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Marilyn MacLeod
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EXHIBIT INDEX
Exhibit
(a) Acquisition Agreement by and among the Company, MMI Acquisition, Inc.,
a California corporation and wholly owned subsidiary of the
Registrant, Realty, Inc., the MacLeod Companies, the Reporting
Persons, and the Trust, incorporated by reference from the Report on
Form 8-K by Metal Management, Inc. dated January 1, 1997.
(b) Agreement of Ian MacLeod and Marilyn MacLeod that this Schedule 13D is
filed on behalf of each of them.
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EXHIBIT B
AGREEMENT
The undersigned individuals hereby agree that the Schedule 13D of
which this Exhibit is a part is filed on behalf of each of them.
/s/ IAN MACLEOD
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Ian MacLeod
/s/ MARILYN MACLEOD
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Marilyn MacLeod
Date: July 28, 1997
