SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
FLANDERS CORPORATION
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
338494 10 7
(CUSIP Number)
Check the following box if a fee is being paid with this statement |X|. (A fee
is not required only if the filing 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.)
*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 the
disclosures provided in a prior cover page.
The information required in 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 provision of the Act (however see the Notes.)
(Continued on the following pages(s))
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<PAGE>
SCHEDULE 13G
CUSIP No. 338494 10 7 Page 2 of 5 Pages
--- --
- --------------------- -----------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Robert R. Amerson: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
(b) o
3 SEC. USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 8,160,759*
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 7 SOLE DISPOSITIVE POWER
REPORTING 8,160,759*
PERSON WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,160,759*
10 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
39.42 %, based on 15,951,548 shares outstanding on 12/31/96
12 TYPE OF REPORTING PERSON
IN
*Includes options to purchase 6,471,021 shares of common stock which are
exercisable within 60 days
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
Item 1(a) Name of Issuer:
FLANDERS CORPORATION
Item 1(b) Address of Issuer's Principal Executive Offices:
531 Flanders Filters Road
Washington, North Carolina 27889
Item 2(a) Name of Person Filing:
Robert R. Amerson
Item 2(b) Address of Principal Business Office or, if none, Residence:
531 Flanders Filters Road
Washington, North Carolina 27889
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
Common Stock, $.001 par value
Item 2(e) CUSIP Number:
338494 10 7
Item 3. If this statement if filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) o Broker of Dealer registered under Section 15
of the Act
(b) o Bank as defined in Section 3(a)(6) of the
Act
(c) o Insurance Company as defined in Section 3(a)
(19) of the Act
(d) o Investment Company registered under Section
8 of the Investment Company Act
(e) o Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940
(f) o Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see ss. 240.13d-1(b)(1)(ii)
(F)
(g) o Parent Holding Company, in accordance with
ss. 240.13d-1(b)(1)(ii)(G)(NOTE: See Item 7)
(h) o Group, in accordance with ss. 240.13d-1(b)
(1)(ii)(H)
Not Applicable
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<PAGE>
Item 4. Ownership.
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month described in
Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned:
8,160,759 (includes options to purchase 6,471,021 shares of
common stock which are exercisable in 60 days)
(b) Percent of Class:
39.42%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
8,160,759
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
8,160,759
(iv) shared power to dispose or to direct the disposition
of
0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following o.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
Not applicable.
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<PAGE>
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
If a parent holding company has filed this Schedule, pursuant
to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identify and the Item 3 classification of the relevant subsidiary.
If a parent holding company has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group
If a group has filed this Schedule pursuant to Rule
13d-1(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit stating the
identify and Item 3 classification of each member of the group. If a group has
filed this Schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identity of each member of the group.
Not applicable.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if required,
by members of the group, in their individual capacity. See Item 5.
Not applicable.
Item 10. Certification
The following certification shall be included if the statement
is filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
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.
Date
ROBERT R. AMERSON
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