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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)<F*>
Southwall Technologies Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
844090 10 1
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(CUSIP Number)
Karen L. Knopf
Solutia Inc.
10300 Olive Boulevard
P.O. Box 66760
St. Louis, MO 63166-6760
314-674-2432
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1999 - Payment of Convertible Note
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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 that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 13d-1(g), check the following box.[ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
[FN]
<F*>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 1 of 6
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CUSIP No. 844 090 10 1
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above
Persons
Solutia Inc. IRS ID No. 43-1781797
........................................................................
(2) Check the Appropriate Box if a Member of a Group (See
Instructions).
(a) [ ]
(b) [ ]
........................................................................
(3) SEC Use Only
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(4) Source of Funds (See Instructions)
Not Applicable
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(5) Check 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
Delaware
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(7) Sole Voting Power
160,280
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Number of Shares (8) Shared Voting Power
Beneficially
Owned
by Each ................................................
Reporting
Person (9) Sole Dispositive Power
With
160,280
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(10) Shared Dispositive Power
........................................................................
Page 2 of 6
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
160,280
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
........................................................................
(13) Percent of Class Represented by Amount in Row (11)
2.2%
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(14) Type of Reporting Person (See Instructions)
CO
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Item 1. Security and Issuer
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This statement relates to the common stock, par value $.001 per
share of Southwall Technologies, Inc., a Delaware corporation. The
address of Southwall's principal executive offices is 1029 Corporation
Way, Palo Alto, California 94303, telephone (650) 962-9111.
Item 2. Identity and Background
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This Schedule is being filed because Southwall has paid to Solutia
in full the $2,650,000 Convertible Subordinated Note, which was
convertible into Southwall Common Stock at $9.95 per share. The payment
resulted in a decrease in excess of 1% of the number of shares deemed to
be held by Solutia of a class of securities of Southwall.
At the time that Solutia filed its Schedule 13D, box 2(b) was
checked because Monsanto Company still held legal title to the
securities of Southwall beneficially owned by Solutia pending transfer
of legal title in connection with the spinoff of Solutia by Monsanto on
September 1, 1997. Legal title to the securities was subsequently
transferred to Solutia, and no possible inference of a group
relationship remains.
The name, residence or business address and principal occupation
of each director and executive officer are set forth in Exhibit A,
annexed hereto and incorporated herein by reference. All such persons
are citizens of the United States.
Neither Solutia, nor, to the best of Solutia's knowledge, any of
the other individuals listed in Exhibit A has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been 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 activities subject to, federal or state securities laws or
finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
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N/A
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Item 4. Purpose of Transaction
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N/A
Item 5. Interest in Securities of the Issuer
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As of May 12, 1999, as reported in Southwall's 10-Q for the period
ended April 4, 1999, Southwall had outstanding 7,388,065 shares of
common stock.
As of May 31, 1999, Solutia is entitled to receive 30,000 shares
of common stock as the final payment of interest under Southwall's
Convertible Note. Including these shares, Solutia beneficially owns an
aggregate of 160,280 shares of Southwall common stock. This amounts to
a beneficial ownership of 2.2% of Southwall common stock. On June 3,
1999, upon payment of the remaining principal on the Issuer's
Convertible Note, Solutia ceased being the beneficial owner of more than
five percent of Southwall's common stock.
Solutia has the sole power to vote and dispose of the shares of
Southwall common stock owned of record by Solutia.
Item 6. Contracts, Arrangements, Understandings or Relationships
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With Respect to Securities of the Issuer
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Solutia no longer has any contracts, arrangements, understandings
or relationships with respect to securities of the Issuer.
Item 7. Material to be Filed as Exhibits
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Exhibit A List of Directors, Executive Officers and Persons Deemed
to be Controlling Persons of Solutia
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.
SOLUTIA INC.
By /s/ Robert A. Clausen
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Robert A. Clausen
Senior Vice President and
Chief Financial Officer
Date: June 11, 1999
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EXHIBIT A
The name, residence or business address, and present principal
occupation of each director and executive officer, and of each person
who may be deemed to be a controlling person of Solutia Inc. are as
follows. Unless otherwise indicated, the business address of each such
person is 10300 Olive Boulevard, St. Louis, Missouri 63166-6760.
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
Karl R. Barnickol Senior Vice President and Secretary, Solutia Inc.
A. Hameed Bhombal Vice President, Solutia Inc.
Rodney L. Bishop Vice President and Treasurer, Solutia Inc.
Robert T. Blakely<F*> Executive Vice President and Chief Financial Officer
Tenneco, Inc.
1275 King Street
Greenwich, CT 06831
Joan T. Bok<F*> Chairman Emeritus
NEES Companies
22 Beacon Street
Boston, MA 02108
Dennis L. Cavner Vice President, Solutia Inc.
Robert A. Clausen Senior Vice President and
Chief Financial Officer, Solutia Inc.
Sheila B. Feldman Vice President, Solutia Inc.
John J. Ferguson Senior Vice President, Solutia Inc.
G. Bruce Greer Vice President, Solutia Inc.
Paul H. Hatfield<F*> Principal, Hatfield Capital Group
12444 Powerscourt Drive, Suite 300
St. Louis, MO 63131-3620
Roger S. Hoard Vice President and Controller, Solutia Inc.
[FN]
<F*>Director of Solutia Inc.
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NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
John C. Hunter III<F*> President and Chief Executive Officer, Solutia Inc.
Robert H. Jenkins<F*> Chairman of the Board and
Chief Executive Officer
Sundstrand Corporation
4949 Harrison Ave.
Rockford, IL 61125-7003
Howard M. Love<F*> Retired Chief Executive Officer
National Intergroup, Inc.
One Mellon Bank Center
500 Grant Street, Suite 2715
Pittsburgh, PA 15219
Frank A. Metz, Jr.<F*> Retired Senior Vice President, Finance
and Planning and Chief Financial Officer
International Business Machines Corporation
One Sterlington Road
Pierson Lakes, Box 26
Sloatsburg, NY 10974
Michael E. Miller Vice Chairman, Solutia Inc.
Robert G. Potter<F*> Chairman, Solutia Inc.
William D. Ruckelshaus<F*> Chairman, Browning-Ferris Industries, Inc. and
Principal, Madrona Investment Group, LLC
1000 Second Avenue, Suite 3700
Seattle, WA 98104
John F. Saucier Vice President, Solutia Inc.
John B. Slaughter<F*> President, Occidental College
1600 Campus Road
Los Angeles, CA 90041
[FN]
<F*>Director of Solutia Inc.
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