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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._______)*
ORGANIC SOLUTIONS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
686175-10-0
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(CUSIP Number)
JEFFREY T. PETERSON, TRUST OFFICER
FIRST TRUST NATIONAL ASSOCIATION
JOHN L. SIMMET REVOCABLE TRUST
W-200 FIRST NATIONAL BANK BUILDING
ST. PAUL, MINNESOTA 55101
(612) 244-0942
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 11, 1995
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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 filed 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).
(Continued on following page(s))
Page 1 of 14 Pages
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CUSIP No. 686175-10-0 13D Page 2 of 14 Pages
- ------------------------- ------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN L. SIMMET REVOCABLE TRUST
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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
USA
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7 SOLE VOTING POWER
974,366
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 974,366
WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
974,366
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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)
6.8%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM I. SECURITY AND ISSUER
This Statement relates to the Common Stock of Organic Solutions, Inc.,
a Delaware corporation (the "Company"), which has its principal executive
offices at 8023 Vantage Drive, Suite 600, San Antonio, Texas 78230.
ITEM II. IDENTITY AND BACKGROUND
a. This Statement is being filed by Jeffrey T. Peterson, Mary M.
Simmet and Burt E. Swanson (individually, the "Trustee" and collectively, the
"Trustees") for the John L. Simmet Revocable Trust.
b. The residence or business address each Trustee is set forth in
Schedule 1 hereto and is incorporated herein.
c. The present principal occupation or employment of each Trustee is
set forth in Schedule 1 hereto and is incorporated herein.
d. During the last five years, none of the Trustees has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
e. During the last five years, none of the Trustees was 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. To the knowledge of the Trustees, each Trustee is a United States
citizen.
Page 3 of 14 Pages
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ITEM III. SOURCE AND AMOUNT OF FUNDS
Prior to his death, John L. Simmet purchased the securities described
herein with personal funds of $1,338,000 in cash.
ITEM IV. PURPOSE OF TRANSACTION
John L. Simmet acquired the Common Stock for investment purposes.
a. The Trustees may acquire more shares of Common Stock or dispose
of Common Stock as business and market conditions dictate.
b. The Trustees do not have any plans or proposals that relate to or
would result in an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries.
c. The Trustees do not have any plans or proposals that relate to or
would result in a sale or transfer of a material amount of assets of the Company
or any of its subsidiaries.
d. The Trustees do not have any plans or proposals that relate to or
would result in any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing open vacancies on the board.
e. The Trustees do not have any plans or proposals that relate to or
would result in any material change in the present capitalization or dividend
policy of the Company.
f. The Trustees do not have any plans or proposals that relate to or
would result in any other material change in the Company's business or corporate
structure.
Page 4 of 14 Pages
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g. The Trustees do not have any plans or proposals that relate to or
would result in changes in the Company's charter or bylaws or other actions
which may impede the acquisition of control of the Company by any person.
h. The Trustees do not have any plans or proposals that relate to or
would result in 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. The Trustees do not have any plans or proposals that relate to or
would result in a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act.
j. The Trustees do not have any plans or proposals that relate to or
would result in any action similar to any of those enumerated above.
ITEM V. INTEREST IN SECURITIES OF THE ISSUER
a. Number of Shares and Percentage of Common Stock Beneficially
Owned as of the date of this filing:
Name Shares(1) Percentage
---- ------ ----------
First Trust National Association
John L. Simmet Revocable Trust 974,366 6.8%
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(1) Figures include options to acquire outstanding shares of Common Stock
of the Company, which are exercisable within 60 days, as follows (SEE Item 6 for
description of options):
Name Option Shares
---- -------------
John L. Simmet 389,300
Page 5 of 14 Pages
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b. The Trustees have the sole power to vote and to dispose of the
shares described herein.
c. (i) On December 11, 1995, John L. Simmet purchased 330,000
shares from the Company at a price of $3.00 per share. In consideration of this
purchase, John L. Simmet was granted 66,000 outstanding shares of the Company's
Common Stock and options to acquire an aggregate of 389,300 shares of the
Company's outstanding Common Stock from John Hales (SEE Item 6).
(ii) On December 27, 1995, John L. Simmet disposed of 60,934
shares of Common Stock by gift.
No other transactions in the Company's Common Stock or securities
convertible into Common Stock have been effected by the Trustees during the past
60 days, except as set forth in this subparagraph (c).
d. The Trustees know of no person who has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of the shares.
e. Not applicable.
ITEM VI. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER
On May 29, 1996, in a private transaction, John L. Simmet, John P.
Simmet, Peter C. Simmet, Robert P. Simmet, Patricia M. Simmet and Kurt A.
Larson, were granted options by John Hales to acquire 800,000 shares of the
Company's Common Stock, including options granted to John L. Simmet to acquire
146,000 shares of the Company's Common Stock at $3.00 per share for three years
and up to 243,300 shares of the Company's
Page 6 of 14 Pages
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Common Stock at $3.00 per share for one year. The shares subject to these
options are already outstanding shares owned by Mr. Hales. The options granted
to John L. Simmet are included in the Shareholder's response to Item 5(a).
ITEM VII. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT 1: Copy of Agreement granting options to John L. Simmet to
acquire 146,000 and 243,300 shares of the Common Stock of
the Company.
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EXHIBIT 1
OPTION AGREEMENT
THIS AGREEMENT, made as of this 29th day of May, 1996, by John Hales
("Grantor") in favor of John L. Simmet ("Optionee").
WHEREAS, Grantor is the owner of a substantial number of shares of Organic
Solutions Inc., a Delaware corporation ("Organic");
WHEREAS, at the request of Grantor and in consideration for the grant of
this Option (as defined below), Optionee and certain of his family members and
business associates have, as of the effective date of this Agreement, subscribed
for and purchased from Organic 500,000 shares of common stock for the total
purchase price of $1,500,000;
WHEREAS, Grantor desires to grant an exclusive option to the Optionee for
the purchase of 800,000 shares of common stock of Organic currently owned by
Grantor (the "Option") and the Optionee desires to acquire said Option.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, Grantor agrees as follows:
1. GRANT OF OPTION. Grantor hereby grants to Optionee the exclusive
Option to purchase a total of 800,000 shares of common stock of Organic (the
"Option Shares") in the amounts, for the price and from the date hereof until
the Expiration Dates set forth below:
EXERCISE PRICE
NO. OF SHARES PER SHARE EXPIRATION DATE
- ------------- -------------- ---------------
500,000 $3.00 June 30, 1997
300,000 $3.00 December 11, 1998
2. EXPIRATION OF OPTION. The Option shall expire and the rights of the
Optionee hereunder terminate with respect to the number of Option Shares set
forth in Section 1 in the event that the Option is not exercised on or before
the Expiration Dates set forth in Section 1.
3. EXERCISE OF OPTION; PAYMENT. This Option may be exercised in whole or
in part by Optionee. If exercised in part, Optionee may exercise this Option at
multiple times, subject to the maximum number of shares subject to this Option
and the Expiration Dates set forth in Section 1. If not otherwise specified by
Optionee, any exercise of this Option shall be deemed to relate to the earliest
expiring Option Shares. In the event the Optionee elects to exercise the
Option, it shall notify the Grantor in writing of his intent to exercise the
Option and the number of shares Optionee desires to purchase.
4. ANTI-DILUTION. The number of shares of common stock covered by this
Option, as well as the price per share of common stock covered by this Option,
shall be
Page 8 of 14 Pages
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proportionately adjusted for any increase or decrease in the number of issued
shares of common stock of Organic resulting from a stock split, reverse stock
split, stock dividend, combination, or reclassification of the common stock, or
any other increase or decrease in the number of issued shares of common stock
effected without receipt of consideration by Organic. The shares subject to
this Option shall also include any shares of any other corporation distributed
by Organic with respect to its common stock by way of a "spin-off" transaction
or otherwise.
5. NOTICE. Any notification required or permitted to be given or served
by either party upon the other shall be deemed given and served in accordance
with the provisions of this Agreement if delivered personally to the receiving
party, or if deposited in the United States mail in a sealed wrapper, registered
or certified mail, postage and fees prepaid, and properly addressed as follows:
If to Grantor: John Hales
Residence Ambassadeur 3
Villars sur Ollon
Vaud, Switzerland
If to Optionee: John L. Simmet Estate
1645 Red Rock Road
Newport, Minnesota 55055
Each such delivered notice, payment, or communication shall be deemed to have
been given to, served upon, the party to whom delivered upon delivery in the
manner above provided. Each such mailed notice, payment or communication
shall be deemed to have been given to or served upon the party TO which
addressed on the date the same was so deposited in the mails in the manner
above provided.
6. ASSIGNMENT. Optionee may assign its rights under this Agreement to
certain of his family members and business associates who have purchased shares
of Organic.
7. FURTHER ASSURANCES. Grantor and Optionee shall execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, any and all
documents and instruments as may be reasonably necessary in order to carry out
the intent and purpose of this Agreement, whether or not the same are
specifically set forth herein.
8. ENTIRE AGREEMENT; AMENDMENT. This Agreement reflects the full and
complete Agreement of the parties hereto and supersedes any and all previous
Agreements, oral or written. This Agreement may be amended only upon the
written consent of both parties.
9. JOHN L. SIMMET ESTATE. Grantor acknowledges that this Agreement
memorializes an agreement made by Grantor and Optionee prior to the death of
Optionee. All rights, privileges, options and agreements granted in favor of
Optionee herein may be performed, assigned or otherwise exercised by the
personal representatives of the estate of
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John L. Simmet or the trustees of any trust created by John L. Simmet into which
the rights under this Agreement may be transferred.
10. GOVERNING LAW. This Agreement and the rights and obligations of the
parties hereto shall be construed and enforced in accordance with the laws of
the State of Minnesota.
IN WITNESS WHEREOF, Grantor has executed this Agreement as of the day and
year first above written.
GRANTOR:
/s/ John Hales
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John Hales
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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: September 23, 1996
/s/ Jeffrey T. Peterson
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Jeffrey T. Peterson, Trust Officer
First Trust National Association,
John L. Simmet Revocable Trust
Page 11 of 14 Pages
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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: September 23, 1996
/s/ Mary M. Simmet
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Mary M. Simmet, Trustee
John L. Simmet Revocable Trust
Page 12 of 14 Pages
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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: September 23, 1996
/s/ Burt E. Swanson
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Burt E. Swanson, Trustee
John L. Simmet Revocable Trust
Page 13 of 14 Pages
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SCHEDULE 1
Name Principal Occupation or Business and Business Address
- ---- -----------------------------------------------------
Jeffrey T. Peterson Trust Officer
First Trust National Association
W-200 First National Bank Building
St. Paul, Minnesota 55101
Mary M. Simmet Homemaker
896 North Highview Circle
Mendota Heights, Minnesota 55118
Burt E. Swanson Retired Attorney
876 North Highview Circle
Mendota Heights, Minnesota 55118
Page 14 of 14 Pages
