SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FREYMILLER TRUCKING, INC.
Name of Issuer
Common Stock, par value $0.01 per share
(Title of Class of Securities)
358340
(CUSIP NUMBER)
David W. Holden
Holliman Langholz Runnels Holden
Forsman & Sellers, P.C.
10 East Third Street, Suite 500
Tulsa, Oklahoma 74103
(918) 584-1471
APRIL 14, 1995
(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 this box [ ].
Check the following box if a fee is being paid with this
statement [ ].
Page 1 of 7 Pages
(1) Name of Reporting Person Roger B. Collins
S.S. or I.R.S. Identification
No. of Above Person-Optional
(2) Check the Appropriate Box (a)
Member of a Group (See (b)
Instructions)
(3) SEC Use Only
(4) Source of Funds (See OO
Instructions)
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Oklahoma
Organization
Number of Shares (7) Sole Voting 195,500
Beneficially Power
Owned by Each
Reporting Pers- (8) Shared Voting None
son with* Power
(9) Sole Dispositive 195,500
Power
(10) Shared Dis- None
positive Power
(11) Aggregate Amount Beneficially 195,500
Owned by Each Reporting Person*
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 7.833%
(14) Type of Reporting Person (See IN
Instructions)
___________________
* But see Item 5.<PAGE>
Item 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $0.01
per share ("Common Stock"), of FREYMILLER TRUCKING, INC., an
Indiana Corporation ("Freymiller" or the "Issuer"). The
principal executive office of Freymiller is located at 6101
West Reno, Suite 1000, Oklahoma City, Oklahoma 73127.
Item 2. IDENTITY
This statement is filed by Roger B. Collins. Roger B.
Collin's principal occupation is President of RBC Ventures,
Inc, an Oklahoma Corporation. His business address is 2627 E.
21st Street, Tulsa, Oklahoma 74114. During the last five
years, Roger B. Collins has not:
a) been convicted in any criminal proceeding (excluding
traffic violations or any other similar misdemeanors), or
b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction where the
result of such proceeding was to subject Roger B. Collins
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.
Item 3. Source and Amount of Funds or Other Consideration
On September 23, 1994, RBC Ventures, Inc. ("RBC") and
Freymiller entered into an agreement (the "Consulting
Agreement") which provides that RBC will assist Freymiller in
attempting to obtain additional working capital and provide
business counseling to Freymiller. As partial consideration
for these services, Roger B. Collins, the President of RBC,
and Anthony D. Allen, the Vice-President of RBC, each received
an option to individually purchase Freymiller Common Stock.
Roger B. Collins was granted the option to purchase up to
195,500 shares of Freymiller Common Stock (the "Option") under
a Stock Option Agreement (the "Stock Option Agreement")
between Freymiller and Roger B. Collins dated September 23,
1994. Anthony D. Allen was granted the option to purchase up
to 34,500 shares of Freymiller Common Stock under a separate
Stock Option Agreement between Freymiller and Anthony Allen
dated September 23, 1994. Although Roger B. Collins and
Anthony D. Allen are both officers of RBC, for purposes of the
stock options granted by Freymiller, each is independent, and
they are not members of a group for purposes of this filing.
The Stock Option Agreement provides that through September 23,
2004, Roger B. Collins may purchase up to 195,500 shares of
the Common Stock of Freymiller from time to time at a purchase
price of $7.00 per share, if certain conditions precedent have
been satisfied at the date the Option is exercised. The only
condition precedent remaining unsatisfied at January 31, 1995,
is that the average of the highest bid price reported for the
Common Stock of Freymiller, on the facilities of the National
Association of Securities Dealers Automated Quotation system
("NASDAQ"), or any exchange on which such stock may be
approved for listing, for five consecutive trading days, must
exceed $10.00 per share, adjusted for any stock split,
reclassification or similar capital change (the "Market Price
Condition"). At April 14, 1995, all conditions precedent to
exercise of the Option have been satisfied, with the sole
exception that the market price of the Common Stock remains
below $10.00 a share.
Item 4. Purpose of Transaction
The grant of the Option by Freymiller to Roger B. Collins was
partial consideration for services to be rendered by RBC to
Freymiller under the Consulting Agreement. See item 3 above.
At April 14, 1995, Roger B. Collins is not able to exercise
any part of the Option because the Market Price Condition of
the Stock Option has not been satisfied. See Item 3 above.
Furthermore, Roger B. Collins does not currently own any
shares of the Common Stock of Freymiller; however, Roger B.
Collins anticipates that he might acquire shares of Common
Stock in the open market or in private transactions.
At regular board meeting held February 9, 1995, Roger B.
Collins was appointed to fill a vacancy on the Freymiller
Board of Directors. On April 14, 1995, Roger B. Collins
resigned from the Board of Directors of Freymiller and from
all offices held in Freymiller.
Roger B. Collins has no plans or proposals which relate to or
would result in:
(A) An extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving
the Issuer or any of its subsidiaries;
(B) A sale or transfer of a material amount of assets
of the Issuer or any its subsidiaries;
(C) Any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number, term of directors
or to fill any existing vacancies on the board;
(D) Any material change in the present capitalization
or dividend policy of the Issuer;
(E) Any other material change in the Issuers' business
or corporate structure;
(F) Changes in the Issuers' charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Issuer by any person;
(G) Causing a class of securities of the Issuer to be
de-listed from a national securities exchange or to
cease to be authorized to be quoted in an
interdealer quotation system of a registered
national securities association;
(H) A class of equity securities of the issuer becoming
eligible for termination of registration pursuant
to Section 12(g)(4) Act; or
(I) Any action similar to any of those enumerated above.
It should be noted that Roger B. Collins has been retained by
Freymiller to perform business consulting under the Consulting
Agreement, and during the course of performing these services,
it is likely that Roger B. Collins and Freymiller will
consider numerous and varied scenarios for managing
Freymiller's business, which might include transactions of the
type enumerated above.
Item 5. Interest in Securities of the Issuer
The Issuer's Form 10-Q for the most recent quarter indicates
that the Issuer had 2,489,500 shares of Common Stock
outstanding.
Pursuant to Rule 13d-5(b)(1), as of the date hereof, Roger B.
Collins, as holder of the Option, could possibly be deemed a
direct or beneficial owner of 195,500 shares of Common Stock.
Such interest represents approximately 7.833% of the Common
Stock outstanding.
Item 6. Contracts, Arrangements, Understandings, or
Relationships With Respect Securities of the Issuer
Except for the Stock Option Agreement executed by and between
Freymiller and Roger B. Collins on September 23, 1994, there
are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 and between
such persons and any other person with respect to any
securities of the issuer, including but not limited to
transfer or voting of any of the securities, finders 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.
Item 7. Material to be filed as exhibits
The following documents are filed as exhibits, and have previously been
filed in paper with the original Schedule 13D filing:
EXHIBIT A: Stock Option Agreement between Freymiller and
Roger B. Collins, dated September 23, 1994.
EXHIBIT B: Letter Agreement between Freymiller and RBC
Ventures, Inc., dated September 23, 1994
<PAGE>
SIGNATURE
After reasonable enquiry and to the best of my knowledge and
belief I certify that the information set forward in this statement
is true, complete and correct.
DATED: April 19, 1995
/Roger B. Collins/
ROGER B. COLLINS
