<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Fastenal Company
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
311900 10 4
- --------------------------------------------------------------------------------
(CUSIP Number)
*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 provisions of the Act (however, see the
Notes).
SEC 1745 (2-95)
Page 1 of 6
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 311900 10 4 13G PAGE 2 OF 6 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert A. Kierlin
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
Not Applicable
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
4,487,736
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 33,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
4,487,736
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
33,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
4,520,736
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
11.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6
<PAGE>
Item 1.
(a) Name of Issuer
Fastenal Company
(b) Address of Issuer's Principal Executive Offices
2001 Theurer Boulevard
Winona, Minnesota 55987
Item 2.
(a) Name of Person Filing
This filing is made by Robert A. Kierlin
(b) Address of Principal Business Office or, if None, Residence
Robert A. Kierlin
Fastenal Company
2001 Theurer Boulevard
Winona, Minnesota 55987
(c) Citizenship
Robert A. Kierlin is a citizen of the United States
(d) Title of Class of Securities
Common Stock, $.01 par value
(e) CUSIP Number
311900 10 4
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b),
check whether the person filing is a:
(a) [_] Broker or Dealer registered under section 15 of the Act
(b) [_] Bank as defined in section 3(a)(6) of the Act
(c) [_] Insurance Company as defined in section 3(a)(19) of the Act
(d) [_] Investment Company registered under section 8 of the Investment
Company Act
(e) [_] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [_] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see (S) 240.13d-1(b)(1)(ii)(F)
(g) [_] Parent Holding Company, in accordance with (S) 240.13d-1(b)(ii)
(G) (Note: See Item 7)
(h) [_] Group, in accordance with (S) 240.13d-1(b)(1)(ii)(H)
Not Applicable
Page 3 of 6
<PAGE>
Item 4. Ownership
(a) Amount Beneficially Owned
4,520,736
(b) Percent of Class
11.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
4,487,736
(ii) shared power to vote or to direct the vote
33,000
(iii) sole power to dispose or to direct the disposition of
4,487,736
(iv) shared power to dispose or to direct the disposition of
33,000
See Item 6 for further information regarding the nature of the reporting
person's beneficial ownership of certain of the above-referenced shares.
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 [_].
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The shares listed in Item 4 include an aggregate of 31,000 shares held by
Hiawatha Education Foundation, a Minnesota non-profit corporation of which the
reporting person is a director and member, and by its wholly-owned subsidiary,
of which the reporting person is a director (collectively the "Foundation").
The reporting person disclaims beneficial ownership of such shares. The
Foundation has the right to receive and the power to direct the receipt of
dividends from, and the proceeds of the sale of, the shares held by it. The
Foundation's directors and members, including the reporting person, have the
power to authorize actions on behalf of the Foundation, but have no right as
such to share in any dividends from, or any proceeds of the sale of, the shares
held by the Foundation. The shares held by the Foundation were donated to it by
directors and members of the Foundation.
The shares listed in Item 4 also include 2,000 shares held by Cotter High
School, a Minnesota secondary school of which the reporting person is a director
and member of the investment committee (the "School"). The reporting person
disclaims beneficial ownership of such shares. The School has the right to
receive and the power to direct the receipt of dividends from, and the proceeds
of the sale of, the shares held by it. The School's directors and members of
the investment committee, including the reporting person, have the power to
authorize actions on behalf of the School, but have no right as such to share in
any dividends from, or any proceeds of the sale of, the shares held by the
School. The shares held by the School were donated to it by a director of the
School.
Page 4 of 6
<PAGE>
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
Page 5 of 6
<PAGE>
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.
February 7, 1997
-------------------------------------
Date
/s/ Robert A. Kierlin
-------------------------------------
Signature
Robert A. Kierlin
-------------------------------------
Name
Page 6 of 6
