<PAGE> 1
--------------------------
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form.......14.90
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
ADVANCED MATERIALS GROUP, INC.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
COMMISSION FILE NO. 0-16401
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
TIMOTHY R. BUSCH, c/o THE BUSCH FIRM, 2532 DUPONT DRIVE,
IRVINE, CALIFORNIA 92612 (949) 474-7368
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
AUGUST 4, 1998
- --------------------------------------------------------------------------------
(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
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).
<PAGE> 2
AMENDMENT NO. 2 TO SCHEDULE 13D
CUSIP No. COM. FILE NO. 0-16401 Page 2 of 7 Pages
---------------------- -------- --------
(1) NAMES OF REPORTING PERSON
S.S. or I.R.S. Identification No. of Above Person
LENAWEE TRUST, a trust-Tax I.D. No. 33-613657
TIMOTHY R. BUSCH, an individual - SSN ###-##-####
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [XX]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF and WC
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Lenawee Trust is a trust organized under and pursuant to the laws of
the United States. Timothy R. Busch is the ultimate beneficiary of the
Lenawee Trust, resides in the State of California and is a citizen of
the U.S.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF LENAWEE TRUST - 546,807 (with warrant rights to
SHARES acquire an additional 419,988 Shares)
BENEFICIALLY TIMOTHY R. BUSCH - 0 (holds stock options to
OWNED BY acquire a total of 30,000 Shares)
EACH --------------------------------------------------------
REPORTING (8) SHARED VOTING POWER
PERSON WITH
None
--------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
LENAWEE TRUST - 546,807 (with warrant rights to
acquire an additional 419,988 Shares)
TIMOTHY R. BUSCH - 0 (holds stock options to
acquire a total of 30,000 Shares)
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
----------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
LENAWEE TRUST - 546,807 (with warrant rights to acquire an additional
419,988 Shares)
TIMOTHY R. BUSCH - 0 (holds stock options to acquire a total of
30,000 Shares)
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LENAWEE TRUST - 6.24%
TIMOTHY R. BUSCH - 0% TOTAL AGGREGATE SHARES - 8,749,055
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
LENAWEE TRUST - CO
TIMOTHY R. BUSCH - IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 to Schedule 13D ("Amendment") relates to shares
of Common Stock ("Shares") of Advanced Materials Group, Inc., a Nevada
corporation ("AMG") whose executive offices are located at 20211 South Susana
Road, Rancho Dominguez, California 90221. Shares of AMG are traded on the NASDAQ
over the counter National Market System and quoted under the NASDAQ small cap
market under the trading symbol of ADMG.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment is an amendment to the original Schedule 13D dated
October 21, 1997 ("Schedule 13D") and Amendment No. 1 thereto dated December 5,
1997 ("Amendment No. 1") and is filed by the Lenawee Trust, a trust
("Lenawee"), and Timothy R. Busch, an individual ("Mr. Busch"). The filing of
this Amendment is precipitated by the acquisition of additional Shares by
Lenawee, and is filed, therefore, to disclose such additional holdings and
acquisitions by Lenawee. As has been acknowledged in the Schedule 13D and
Amendment No. 1, Mr. Busch is the ultimate beneficiary of Lenawee and is an
affiliate of Lenawee, therefore, Lenawee and Mr. Busch are acknowledged to be a
"group" concerning the acquisition and holdings of Shares. Although such group
arrangement is acknowledged to exist between Mr. Busch and Lenawee, no formal
arrangement, agreement or understanding has been entered into between Mr. Busch
and Lenawee (nor any of the other individuals or entities identified in the
Schedule 13D or Amendment No. 1) concerning the Shares.
As has been disclosed in the Schedule 13D and Amendment No. 1, those
Shares (and warrants) were acquired by Lenawee. Lenawee then held, and
continues to hold (plus those Shares acquired in the transactions referenced
herein), prior to the acquisitions referenced in this Amendment 453,807 Shares,
and continues to hold warrants granting to Lenawee the future right to purchase
419,988 additional Shares. Lenawee has not exercised to date, nor has any
current plans to exercise, any of the warrants, although such exercise cannot
be ruled out at any time in the future.
Within the last sixty (60) days, or disclosed herein, Lenawee has
acquired additional Shares and currently is the owner of 546,807 Shares, with
Lenawee's most recent acquisition occurring on or about August 4, 1998. In
addition, as disclosed in Amendment No. 1, Mr. Busch, although he holds no
Shares of record, is a party to the Stock Option Plan of AMG (the "Stock Option
Plan"), and pursuant to said Stock Option Plan, did acquire in 1997 an option to
purchase 20,000 Shares (with option rights exercisable prior to September 14,
2002), and pursuant to such Stock Option Plan, acquired an option to purchase an
additional 10,000 Shares (with option rights exercisable prior to 2003). As of
the date of this Amendment, Mr. Busch has not exercised any options and has no
immediate plans to exercise options, although the exercise of his options at any
time in the future, may not be ruled out.
All Shares acquired by Lenawee have been acquired in open market
brokered transactions for cash, and none of the funds utilized by Lenawee for
acquisition of Shares represent borrowed funds. All funds represent working
capital or trust contributions made to Lenawee. As was represented in the
Schedule 13D and Amendment No. 1, no formal arrangement, agreement or
understanding exists or has been entered into by and between either of the
reporting persons herein (Mr. Busch or Lenawee), or any of the other
individuals or entities identified in the Schedule 13D or Amendment No. 1
concerning the Shares. This Amendment is being filed by the following
individual and entity:
(a) Timothy R. Busch, an individual ("Mr. Busch"). Mr. Busch's
business address is 2532 Dupont Drive, Irvine, California 92612. Mr. Busch is
an attorney at law and
<PAGE> 4
certified public accountant within the State of California and other
jurisdictions and is a principal of The Busch Firm, which firm maintains its
offices at 2532 Dupont Drive, Irvine, California 92612. As disclosed in
Amendment No. 1, Mr. Busch is a member of the Board of Directors of AMG and
currently is Chairman of the Board of Directors of AMG. Mr. Busch does not own,
of record, any AMG Shares at this time (other than the rights to acquire Shares
pursuant to the options held by Mr. Busch as disclosed hereinabove) and is not
involved in any transaction to acquire Shares, nor does there exist any
agreement or understanding which shall result in Mr. Busch acquiring Shares.
Although Mr. Busch does not own, and it is not anticipated that he shall own,
of record, any AMG Shares (other than the right to the options disclosed
herein), he is deemed to be one of the ultimate beneficiaries and controlling
persons of Lenawee.
(b) Lenawee is a trust as to which the Trustees are Gregory A.
Busch and David L. Keligian, both of whom maintain offices at 2532 Dupont Drive,
Irvine, California 92612. The ultimate beneficiary of the Trust is acknowledged
to be Timothy R. Busch, a filing person herein and/or members of the family of
Mr. Busch. It is acknowledged that Lenawee is an entity or organization
ultimately controlled by Mr. Busch and his family members and that entity is,
therefore, deemed and acknowledged to be an entity which is a member of a
"group" with Mr. Busch (but no other entity, organization or person is a member
of that group). No other member of Mr. Busch's family owns any Shares.
Over the past five (5) years, none of the filing persons, or any
of the entities identified hereinabove, nor any Trustee of the Trust identified
herein, have (1) been convicted in a criminal proceeding, or (2) been a party to
a civil proceeding of a judicial or administrative body which resulted in a
judgment, decree or final order enjoining future violations of or prohibitions
or mandating activity subject to federal or state securities laws or finding any
violations with respect to such laws.
Despite the acknowledgment of the existence of a "group" between
Mr. Busch and Lenawee, there exists no agreements or understandings, either in
writing or orally, between Mr. Busch and Lenawee concerning their Shares, nor
the holding voting or acquisition or disposition of any Shares of AMG.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The transaction giving rise to this Amendment involves the
acquisition of Shares by Lenawee which have resulted in an acquisition within
the past forty-five (45) days of 93,000 Shares. All Shares were acquired for
cash in brokered, open market trade transactions, the Shares were acquired on
those dates and for that consideration as specified in Item 5 hereinbelow. No
form of agreement, written or oral, has been executed or entered into by and
between Lenawee or Mr. Busch concerning the acquisition or holding of the
Shares.
ITEM 4. PURPOSE OF TRANSACTION
Each of the filing persons has purchased the Shares in AMG for
investment purposes only, and no other agreement, formal or informal, written
or oral, has been entered into by and between any of the filing persons
concerning the formation of any group not taking any form of group action. By
reason of Mr. Busch being a member of the Board of Directors and acting as
Chairman of the Board of Directors of AMG, Mr. Busch does have involvement in
the business operations of AMG, however, Mr. Busch has made no proposal, nor
has entered into any form of understanding or any other form of arrangement
with AMG, or any of its management personnel concerning the acquisition of
Shares as disclosed herein or the holding of Shares.
-4-
<PAGE> 5
None of the filing persons have entered into any commitment, understanding
or binding obligation with one or more of the filing persons or any third
persons concerning the acquisition and disposition of Shares. Rights of the
filing persons shall include the making of further acquisitions of Shares from
one or more sellers, either through open market purchases or in privately
negotiated transactions, and in disposing of all or any portion of the Shares
of AMG common stock held by all or any of the filing persons to one or more
purchasers, either through open market or in privately negotiated transactions.
None of the filing persons, including Timothy R. Busch, has any present plans
in connection with any of the foregoing actions, nor any of those actions
specified hereinbelow, however none of the foregoing or following actions by
any of the filing persons can be ruled out in the future for either the short
or long term.
None of the filing persons has any present plans or proposals which may
relate to or result in:
A. The acquisition or disposition by any person of any additional
securities of the issue or the disposition of securities of the issuer.
B. An extraordinary corporate transaction, such a merger, reorganization
or liquidation involving the issuer or any of its subsidiaries.
C. The 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, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies upon the board (except to vote for
directors as specified above).
E. Any material change in the present capitalization or dividend policy
of the issuer.
F. Any material change in the issuer's business or corporate structure.
G. Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person.
H. Causing a class of securities of the issuer 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. Causing 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
J. Any action similar to any of those enumerated above.
Although the Registration Agreement, as referenced in Item 2(C) of
Amendment No. 1, has become effective, none of those Shares registered
thereunder have been sold or transferred by either Lenawee or Mr. Busch.
-5-
<PAGE> 6
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date of this filing, the following entity and individual hold
Shares and securities of AMG:
(a) Timothy R. Busch, an individual, owns, of record, none of the Shares
or securities of AMG. Mr. Busch, however, does as noted hold rights to exercise
options to acquire 30,000 Shares, which options were acquired by Mr. Busch as a
part of the Stock Option Plan.
(b) The Lenawee Trust, a trust, currently owns 546,807 Shares (plus
rights to warrants representing a right to acquire additional Shares as
disclosed in the Schedule 13D and Amendment No. 1). Based upon its ownership of
546,807 Shares, Lenawee's holdings represent approximately 6.24% of all
outstanding shares, which percentage of Lenawee's Shares is based upon a total
of 8,749,055 Shares of Common Stock as reflected on AMG's most recent filings
with the Securities and Exchange Commission. Although no warrants have been
exercised, if the warrants held by Lenawee would be added to Shares held by
Lenawee, all interests held by Lenawee, including Shares held and warrants to
purchase Shares, would grant a right to acquire 966,795 Shares, which total
Shares would represent 11.05% of Shares of common stock. The acquisition of
Shares by Lenawee within the last sixty (60) days is as set forth hereinbelow:
<TABLE>
<CAPTION>
(All Buys)
<S> <C> <C> <C>
Shares Average Total
Date Purchased Cost Cost
---- --------- ------- ----
7/09/98 5,000 2.5609 12,804.50
7/09/98 4,300 2.5000 10,750.00
7/10/98 8,700 2.5000 21,750.00
7/13/98 7,000 2.4255 16,978.55
7/14/98 5,000 2.5609 12,804.50
7/16/98 3,000 2.4429 7,328.55
7/29/98 50,000 1.9876 99,378.55
8/04/98 10,000 1.4879 14,878.55
</TABLE>
Total Acquisitions: 93,000 shares
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
No contract, arrangement, understanding or relationship exists with
respect to the securities of AMG as acquired and disclosed hereinabove, and no
other contract, arrangement, understanding or relationship exists with respect
to the securities of AMG between any of the persons or entities disclosed
herein, excepting that arrangement as disclosed in the Schedule 13D and
Amendment No. 1.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
-6-
<PAGE> 7
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: 8/24 , 1998 LENAWEE TRUST, under Declaration of
------------ Trust dated 12/30/92
By: /s/ GREGORY A. BUSCH
------------------------------------
Gregory A. Busch
Trustee
By: /s/ DAVID L. KELIGIAN
------------------------------------
David A. Keligian
Trustee
TIMOTHY R. BUSCH
/s/ TIMOTHY R. BUSCH
----------------------------------------
Timothy R. Busch
An individual
-7-
