<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Lund International Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
550368104
(CUSIP Number)
Mr. Frederic M. Schweiger
847-559-2230
Old World Industries, Inc.
4065 Commercial Avenue
Northbrook, Illinois 60062
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 24, 1997
(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).
<PAGE> 2
CUSIP No. 550368104
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Old World Industries, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / X /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 656,300
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 656,300
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
656,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.94%
14. TYPE OF REPORTING PERSON*
CO
Page 2 of 12
<PAGE> 3
CUSIP No. 550368104
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
J. Thomas Hurvis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / X /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 656,300
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 656,300
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
656,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.94%
14. TYPE OF REPORTING PERSON*
IN
Page 3 of 12
<PAGE> 4
CUSIP No. 550368104
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Riaz H. Waraich
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / X /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 656,300
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 656,300
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
656,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.94%
14. TYPE OF REPORTING PERSON*
IN
Page 4 of 12
<PAGE> 5
CUSIP No. 550368104
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
James A. Bryan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / X /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 656,300
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 656,300
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
656,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.94%
14. TYPE OF REPORTING PERSON*
IN
Page 5 of 12
<PAGE> 6
CUSIP No. 550368104
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Richard J. Jago
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / X /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 656,300
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 656,300
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
656,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.94%
14. TYPE OF REPORTING PERSON*
IN
Page 6 of 12
<PAGE> 7
CUSIP No. 550368104
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Frederic M. Schweiger
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / X /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7. SOLE VOTING POWER 1,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 656,300
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 1,000
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 656,300
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
657,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.97%
14. TYPE OF REPORTING PERSON*
IN
Page 7 of 12
<PAGE> 8
CUSIP No. 550368104
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Mac M. Churchill
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / X /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 656,300
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 656,300
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
656,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.94%
14. TYPE OF REPORTING PERSON*
IN
Page 8 of 12
<PAGE> 9
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on Schedule 13D
relates is the common stock, par value $.10 per share (the "Common Stock"), of
Lund International Holdings, Inc. (the "Issuer"), a Delaware corporation, with
its principal executive offices located at 911 Lund Boulevard, Anoka, Minnesota
55303.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Old World Industries, Inc., an Illinois
corporation ("Holder"). Holder is engaged principally in the automotive and
industrial chemical businesses. The principal place of business and principal
office of Holder is 4065 Commercial Avenue, Northbrook, Illinois 60062.
Set forth below is the name and position of each of the executive
officers, directors and controlling persons of Holder. Except as otherwise
indicated, the principal occupation of each person listed below is as a senior
officer of Holder. Each person listed below is a citizen of the United States
of America. The business address of each person is 4065 Commercial Avenue,
Northbrook, Illinois 60062.
EXECUTIVE OFFICERS:
- ------------------
<TABLE>
Name Position
---- --------
<S> <C>
J. Thomas Hurvis Chairman
Riaz H. Waraich President/Managing Director
James A. Bryan Senior Vice President
Richard J. Jago Senior Vice President - Marketing and Sales
Frederic M. Schweiger Vice President/General Counsel/Chief Financial
Officer
</TABLE>
DIRECTORS:
- ---------
<TABLE>
Name Principal Occupation(If Other Than As Indicated
---- -----------------------------------------------
Above)
------
<S> <C>
J. Thomas Hurvis
Riaz H. Waraich
James A. Bryan
Mac M. Churchill Marketing Consultant
</TABLE>
CONTROLLING PERSONS:
- -------------------
Name
----
J. Thomas Hurvis
During the last 5 years, neither the Holder nor the persons identified as
the executive officers, directors and controlling persons have been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) 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 or mandating activities subject to,
federal or state securities laws or finding any violations with respect to such
laws.
Page 9 of 12
<PAGE> 10
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Holder's primary lender is Bank of America Illinois ("Lender"). The
funds used to purchase the Common Stock which is the subject of this Statement
were derived from the working capital of the Holder and from advances under the
Holder's revolving credit facility with Lender.
ITEM 4. PURPOSE OF TRANSACTION
The subject shares of Common Stock directly or indirectly acquired have
been acquired for investment purposes. Except as set forth herein, Holder has
no plans or proposals relating to any matters specified in paragraphs (a)
through (j) of Item 4 of Schedule 13D. However, Holder reserves the right to
adopt such plans or proposals in the future, subject to applicable regulatory
requirements, if any. Depending on market conditions, an evaluation of the
business and the prospects of the Issuer and other factors, Holder may, in its
sole discretion, purchase additional shares of Common Stock from time to time
in the open market, in privately negotiated transactions or otherwise, subject
to market conditions and other factors. Holder and Issuer have entered into a
consulting agreement wherein Holder provides marketing and sales consulting
services to Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date on which this Statement is executed, Holder
beneficially owns 656,300 shares of Common Stock of the Issuer, constituting
14.94% of the Issuer's issued and outstanding shares of Common Stock, based
upon an aggregate of 4,393,970 shares of Common Stock of the Issuer issued and
outstanding (as disclosed on the most recent Form 10-Q filed with the
Securities and Exchange Commission by the Issuer). Additionally, Frederic M.
Schweiger beneficially owns 1,000 shares of Common Stock of the Issuer. Except
as described herein, to the best knowledge of Holder, none of the persons
identified in Item 2 hereto presently beneficially own any Common Stock of
Issuer.
(b) Holder through its executive officers, directors and controlling
persons will have the shared power to vote or to direct vote of, and to dispose
or to direct the disposal of, the subject Common Stock.
(c) Since the most recent filing by Holder, Holder has acquired 63,300
shares of Common Stock of the Issuer in the open market and in privately
negotiated transactions. These shares of Common Stock were acquired at a per
share price ranging from a low of $10.3750 and a high of $12.250.
(d) No person other than the Holder is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale
of, the securities described above.
(e) Not applicable.
Page 10 of 12
<PAGE> 11
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 11 of 12
<PAGE> 12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: July 31, 1997
OLD WORLD INDUSTRIES, INC. (U.S.)
<TABLE>
<S> <C>
By: /s/ Frederic M. Schweiger
----------------------------------
Name: Frederic M. Schweiger
Title: Vice President and General Counsel
/s/ J. Thomas Hurvis
------------------------------
J. THOMAS HURVIS
/s/ Riaz H. Waraich
------------------------------
RIAZ H. WARAICH
/s/ James A. Bryan
------------------------------
JAMES A. BRYAN
/s/ Richard J. Jago
------------------------------
RICHARD J. JAGO
/s/ Mac M. Churchill
------------------------------
MAC M. CHURCHILL
/s/ Frederic M. Schweiger
------------------------------
FREDERIC M. SCHWEIGER
</TABLE>
Page 12 of 12
