<PAGE>
----------------------------------
OMB APPROVAL
----------------------------------
OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response.........14.90
----------------------------------
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)
January 28, 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).
Robert A. Kierlin
- --------------------------------------------------------------------------------
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 4,267,736
SHARES -------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
115,000
OWNED BY
-------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 4,267,736
PERSON -------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH:
115,000
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,382,736
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION 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
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
4,382,736
(b) Percent of Class
11.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
4,267,736
(ii) Shared power to vote or to direct the vote
115,000
(iii) Sole power to dispose or to direct the disposition of
4,267,736
(iv) Shared power to dispose or to direct the disposition of
115,000
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) 113,000 shares held by
Hiawatha Education Foundation, a Minnesota non-profit corporation (the
"Foundation"), and (ii) 2,000 shares held by Cotter High School, a Minnesota
secondary school (the "School"). The reporting person disclaims beneficial
ownership of such shares.
The reporting person is a director and member of the Foundation. 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 reporting person is a director and member of the investment
committee of the School. 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.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable
Page 4 of 6
<PAGE>
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/ Robert A. Kierlin
----------------------------------------
Signature
Robert A. Kierlin
----------------------------------------
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
