FASTENAL COMPANY
SC 13G/A, 1999-02-12
BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 11)*


                                Fastenal Company
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    311900104
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                 August 14, 1998
- --------------------------------------------------------------------------------
             (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)

         |_| Rule 13d-1(c)

         |X| Rule 13d-1(d)

*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).

Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.

                                  Page 1 of 6
<PAGE>
 
CUSIP No. 311900104                  13G
- -------------------
- --------------------------------------------------------------------------------
    1      NAMES OF REPORTING PERSONS
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

                    Stephen M. Slaggie

- --------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) |_|
                    Not Applicable
                                                                        (b) |_|
- --------------------------------------------------------------------------------
    3      SEC USE ONLY


- --------------------------------------------------------------------------------
    4      CITIZENSHIP OR PLACE OF ORGANIZATION

                    United States

- --------------------------------------------------------------------------------
                                        5      SOLE VOTING POWER

             NUMBER OF                                  2,001,972
                              --------------------------------------------------
              SHARES                                                            
                                        6      SHARED VOTING POWER              
           BENEFICIALLY                                                         
                                                        287,000                 
             OWNED BY         --------------------------------------------------
                                                                                
               EACH                     7      SOLE DISPOSITIVE POWER           
                                                                                
             REPORTING                                  2,001,972               
                              --------------------------------------------------
              PERSON                                                            
                                        8      SHARED DISPOSITIVE POWER         
               WITH:                                                            
                                                        287,000                 
- --------------------------------------------------------------------------------
    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    2,288,972
- --------------------------------------------------------------------------------
   10      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                    Not Applicable
- --------------------------------------------------------------------------------
   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    6.0%
- --------------------------------------------------------------------------------
   12      TYPE OF REPORTING PERSON*

                    IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTION BEFORE FILLING OUT!

                                  Page 2 of 6
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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 Stephen M. Slaggie

          (b)  Address of Principal Business Office or, if none, Residence

               Stephen M. Slaggie
               Fastenal Company
               2001 Theurer Boulevard
               Winona, Minnesota  55987

          (c)  Citizenship

               Stephen M. Slaggie is a citizen of the United States

          (d)  Title of Class of Securities

               Common Stock, $.01 par value

          (e)  CUSIP Number

               311900104

Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b) or
240.13d-2(b) or (c), 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 of 1940.

          (e)  [ ] An investment adviser in accordance with ss.
                   240.13d-1(b)(1)(ii)(E).

          (f)  [ ] An employee benefit plan or endowment fund in accordance with
                   ss. 240.13d-1(b)(1)(ii)(F).

          (g)  [ ] A parent holding company or control person in accordance with
                   ss. 240.13d-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 of 1940.

          (j)  [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).

               Not Applicable

                                  Page 3 of 6
<PAGE>
 
Item 4.   Ownership

          (a)  Amount Beneficially Owned

               2,288,972

          (b)  Percent of Class

               6.0%

          (c)  Number of shares as to which such person has:

                (i)  Sole power to vote or to direct the vote

                     2,001,972

               (ii) Shared power to vote or to direct the vote

                     287,000

              (iii) Sole power to dispose or to direct the disposition of

                     2,001,972

               (iv) Shared power to dispose or to direct the disposition of

                     287,000

         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 (i) 120,000 shares held by the
reporting person's wife, (ii) an aggregate of 34,000 shares held by an adult
child of the reporting person and by the reporting person as custodian for that
child, (iii) 34,000 shares held by the reporting person as custodian for a minor
child of the reporting person, (iv) 113,000 shares held by Hiawatha Education
Foundation, a Minnesota non-profit corporation (the "Hiawatha Foundation"), and
(v) 20,000 shares held by the Slaggie Family Foundation, a Minnesota non-profit
corporation (the "Slaggie Foundation"). The reporting person disclaims
beneficial ownership of all such shares.

          The reporting person's wife 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 her. The reporting person's adult child 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 her and the shares held by the reporting person as
custodian for her. The reporting person 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 him as custodian for his minor child until such child reaches the
appropriate age of majority. Upon reaching the appropriate age, such child will
have the right to receive and the power to direct the receipt of such dividends
and proceeds.

                                  Page 4 of 6
<PAGE>
 
          The reporting person is a director and member of the Hiawatha
Foundation. The Hiawatha 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 Hiawatha Foundation's directors and members, including
the reporting person, have the power to authorize actions on behalf of the
Hiawatha 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 Hiawatha Foundation.

          The reporting person and certain members of his family (including his
wife and certain of his children) are directors and members of the Slaggie
Foundation. The Slaggie 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 Slaggie Foundation's directors and members, including the
reporting person, have the power to authorize actions on behalf of the Slaggie
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 Slaggie Foundation.

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 10, 1999
                                       ----------------------------------------
                                                        Date

                                               /s/ Stephen M. Slaggie
                                       ----------------------------------------
                                                      Signature

                                                 Stephen M. Slaggie
                                       ----------------------------------------
                                                      Name/Title

The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties for whom copies are to be sent.

     Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)

                                  Page 6 of 6


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