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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
II-VI Incorporated
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
902104 10 8
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(CUSIP Number)
Carl J. Johnson, 375 Saxonburg Blvd., Saxonburg, PA 16056 (412-352-4455)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 13, 1995
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [__].
Check the following box if a fee is being paid with the statement [__]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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).
(Continued on following page(s))
Page 1 of 9 Pages
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CUSIP No. 902104 10 8 13D Page 2 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Voting Trust pursuant to a Voting Trust Agreement dated as of January 10,
1990, by Carl J. Johnson, Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [__]
(b) [XX]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7. SOLE VOTING POWER
94,000 shares
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0 (see Items 5 and 6)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,000 shares (see Items 5 and 6)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [__]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 902104 10 8 13D Page 3 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl J. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [__]
(b) [XX]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF, 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7. SOLE VOTING POWER
555,876 shares
8. SHARED VOTING POWER
89,636 (see Items 5 and 6)
9. SOLE DISPOSITIVE POWER
461,876 shares (see Items 5 and 6)
10. SHARED DISPOSITIVE POWER
183,636 shares (see Items 5 and 6)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
645,512 shares (see Items 5 and 6)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [__]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 902104 10 8 Page 4 of 9 Pages
Item 1. Securities and Issuer.
---------------------
This statement relates to common stock, no par value, of II-VI
Incorporated, 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056.
Item 2. Identity and Background.
-----------------------
This statement is filed (a) by a voting trust (the "Voting Trust") created
pursuant to that Voting Trust Agreement dated as of January 10, 1990 (the
"Voting Trust Agreement"), between Carl J. Johnson, Carolyn S. Johnson and Carl
J. Johnson, as Trustee (the "Trustee"), and (b) by Carl J. Johnson.
The Voting Trust was created under Pennsylvania law for the sole purpose of
holding, pursuant to and in accordance with the Voting Trust Agreement attached
as an exhibit hereto and incorporated herein by reference, shares of common
stock of II-VI Incorporated transferred to the Voting Trust pursuant to the
settlement of divorce proceedings between Carl J. Johnson and Carolyn S.
Johnson. The principal business address and office of the Voting Trust is c/o
Carl J. Johnson, Trustee, 375 Saxonburg Boulevard, Saxonburg, Pennsylvania
16056.
Carl J. Johnson is the Chairman and Chief Executive Officer of II-VI
Incorporated (the "Company"). The address of Carl J. Johnson and the Company is
375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056.
During the last five years, neither the Voting Trust nor Carl J. Johnson
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding resulting in a
judgment, decree or final order against such person 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.
-------------------------------------------------
The shares of common stock of II-VI Incorporated covered by this filing on
behalf of the Voting Trust (the "Voting Trust Shares") were transferred to the
Voting Trust pursuant to the Voting Trust Agreement entered into on January 10,
1990, in connection with the distribution of marital property between Carl J.
Johnson and Carolyn S. Johnson. The Voting Trust Agreement expires December 31,
2000. Carl J. Johnson is the sole trustee of the Voting Trust.
The shares of common stock of II-VI Incorporated covered by this filing on
behalf of Carl J. Johnson include shares purchased by him from the Company from
personal funds, shares acquired by him from the Company pursuant to stock splits
and dividends, shares issued to him by the Company as bonuses or compensation,
the Voting Trust Shares over which Carl J. Johnson has the right to vote and
certain rights to acquire pursuant to rights of first refusal and option rights
as set forth in the Voting Trust Agreement, and shares acquired by Carl J.
Johnson pursuant to such rights of first refusal.
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CUSIP No. 902104 10 8 Page 5 of 9 Pages
Item 4. Purpose of Transaction.
----------------------
The information in the second paragraph of Item 2 above is incorporated
herein by reference. The Voting Trust has no plans or proposals which relate to
or would result in any of the matters listed in Item 4 of Schedule 13D except
that, from time to time, Voting Trust Shares may be disposed of pursuant to and
in accordance with the Voting Trust Agreement.
The original Schedule 13D was filed to report the acquisition of beneficial
ownership of shares of common stock of the Company by Carl J. Johnson resulting
from the acquisition by him (pursuant to the Voting Trust Agreement entered into
in connection with the settlement of divorce proceedings between Carl J. Johnson
and Carolyn S. Johnson) of certain rights of first refusal and option rights
with respect to shares of the Company's common stock held by the Voting Trust
and Carolyn S. Johnson. Each of Amendments No. 1, No. 2 and No. 3 was filed to
report that Carl J. Johnson then beneficially held more than 1% less of the
outstanding Common Stock than reported in the prior Schedule 13D as a result of
the disposition of shares by Carolyn S. Johnson and/or the Voting Trust, which
shares were reported on the original Schedule 13D as beneficially owned by Carl
J. Johnson due to certain rights of first refusal, voting rights and option
rights over such shares. This Amendment No. 4 is filed to report that Carl J.
Johnson now beneficially holds more than 1% less of the outstanding Common Stock
than reported in Amendment No. 3 due to dispositions by the Voting Trust. Carl
J. Johnson has no plans or proposals which relate to or would result in any of
the matters listed in Item 4 of Schedule 13D except that, from time to time,
Voting Trust Shares may be disposed of pursuant to and in accordance with the
Voting Trust Agreement, Carl J. Johnson may acquire Voting Trust Shares pursuant
to his rights set forth in the Voting Trust Agreement, Carl J. Johnson may
acquire shares of the Company's common stock pursuant to options granted to him
by the Company or, for investment purposes, Carl J. Johnson may acquire or
dispose of shares of the Company's common stock through open market transactions
or otherwise.
Item 5. Interest in Securities of the Issuer.
------------------------------------
The Voting Trust Shares constitute 3.7% of the total number of outstanding
shares of common stock of the Company. Carl J. Johnson, as trustee, has sole
power to vote the Shares.
Under the Voting Trust Agreement, Carl J. Johnson has a right of first
refusal with respect to proposed sales by Carolyn S. Johnson of any of the
Voting Trust Shares, except for sales in the open market not exceeding 3,000
shares per transaction and 15,000 shares per calendar year (subject to
adjustment for stock splits, recapitalizations and the like). In addition, Carl
J. Johnson has an option to purchase annually, on December 31 of each year, up
to a specified percentage of the unsold Voting Trust Shares or additional shares
mentioned above. If the option is not exercised in any year, Carolyn S. Johnson
may sell the applicable shares during the following year without regard to the
right of first refusal. Carolyn S. Johnson may contribute shares to char-
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CUSIP No. 902104 10 8 Page 6 of 9 Pages
itable institutions, but such shares will continue to be impressed with Carl J.
Johnson's first refusal and option rights. Carl J. Johnson's right of first
refusal and option rights pursuant to the Voting Trust Agreement with respect to
the shares are transferable by him, in whole or in part, to the Company. The
foregoing is a brief summary of certain provisions of the Voting Trust Agreement
and is qualified in its entirety by the more detailed terms and conditions of
the Voting Trust Agreement, incorporated herein by reference, a copy of which is
filed herewith as Exhibit 1.
Carl J. Johnson has the sole voting and dispositive power over 461,876
shares (18.1% of the outstanding common stock of the Company) owned by him
(including 10,600 shares, 0.4% of the outstanding common stock of the Company,
over which he has the right to acquire ownership within 60 days pursuant to the
exercise of vested options). (Amendment No. 3 incorrectly reported this
number as 605,676.) In addition, Carl J. Johnson has the sole voting power and
shared dispositive power (with the Voting Trust and pursuant to rights of first
refusal and option rights previously discussed) over the 94,000 Voting Trust
Shares (3.7% of the outstanding common stock of the Company) and shared voting
and dispositive power over 60,215 shares (2.4% of the outstanding common stock
of the Company) held by Margot A. Johnson, Carl J. Johnson's wife (over which
shares he disclaims beneficial ownership), and over 29,421 shares (1.2% of the
outstanding common stock of the Company), held by the Johnson Family Foundation,
a charitable family trust in which Carl J. Johnson is co-trustee with his wife
(over which shares he disclaims beneficial ownership).
In the aggregate, Carl J. Johnson has the beneficial ownership of 645,512
shares (or 25.4%) of the Company's common stock including the right to acquire
(pursuant to Company options and the Voting Trust Agreement) 104,600 shares (or
4.1%) of the Company's common stock.
The above calculations are based upon the number of outstanding shares of
the Company's common stock reported in the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995.
Item 6. Contracts, Arrangements, Understandings or Relationships with
--------------------------------------------------------------
respect to Securities of the Issuer.
-----------------------------------
The information set forth in Item 5 is incorporated herein by reference.
Except as expressly provided in Item 5, neither the Voting Trust nor Carl J.
Johnson has any contracts, arrangements or understandings with anyone with
respect to the holding, voting, disposition or acquisition of any securities of
the Company.
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CUSIP No. 902104 10 8 Page 7 of 9 Pages
Item 7. Material to be Filed as Exhibits.
--------------------------------
The following exhibit is filed herewith:
Exhibit 1 Voting Trust Agreement dated January 10, 1990, between Carl
J. Johnson, Carolyn S. Johnson and Carl J. Johnson as Trustee
(incorporated herein by reference to the original Schedule
13D).
Exhibit 2 Agreement dated January 19, 1990 between the Voting Trust and
Carl J. Johnson (incorporated herein by reference to the
original Schedule 13D).
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CUSIP No. 902104 10 8 Page 8 of 9 Pages
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.
Date: August 11, 1995 VOTING TRUST PURSUANT TO A VOTING TRUST
AGREEMENT DATED AS OF JANUARY 10, 1990
By: /s/ Carl J. Johnson, Trustee
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Signature
Carl J. Johnson, Trustee
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(Name)
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CUSIP No. 902104 10 8 Page 9 of 9 Pages
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.
Date: August 11, 1995
By: /s/ Carl J. Johnson
------------------------------------
Signature
Carl J. Johnson
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(Name)
