SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)1
FLANDERS CORPORATION
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
338494 10 7
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(CUSIP Number)
December 15, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
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1 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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
<PAGE>
SCHEDULE 13G
CUSIP No. 338494 10 7
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Robert R. Amerson: ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC. USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
7,924,370 2
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NUMBERS OF 6 SHARED VOTING POWER
SHARES 0
BENFECIALLY -----------------------------------------------
OWNED BY 7 SOLE DISPOSITIVE POWER
REPORTING 7,924,370 2
PERSON WITH -----------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,924,370 2
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10 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES 3 |X|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.8 %, based on 25,335,339 shares outstanding on 12/31/98
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12 TYPE REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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2 Includes options to purchase 3,150,000 shares of common stock which
are exercisable within 60 days.
3 The reporting person disclaims beneficial ownership of 10,000 shares
which the reporting person gifted to his sons, and this report shall
not be deemed an admission that the reporting person is the beneficial
owner of such securities for purposes of Section 16 or for any other
purpose.
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81794
<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 is filed pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person, in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box.|X|
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<PAGE>
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in
Item 1.
(a) Amount Beneficially Owned:
7,924,370 (includes options to purchase 3,150,000 shares of
common stock which are exercisable in 60 days)
(b) Percent of Class:
27.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
7,924,370
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
7,924,370
(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 an 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)(1)(ii)(J), so indicate under Item 3(h) and attach an exhibit stating
the identity and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(d), 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(c):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
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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 2/10/99
/s/Robert R. Amerson
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ROBERT R. AMERSON, Chief Executive Officer
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