SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____________)*
Infinity, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
45663L 30 4
(CUSIP Number)
Daniel B. Nunn, Jr.
Martin, Ade, Birchfield & Mickler, P.A.
One Independent Drive, Suite 3000
Jacksonville, Florida 32202
(904) 354-2050
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 10, 1999
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d- 1(e), 13d-1(f) or 13d-1(g), check the
following box. o
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Rule 13d-7(b) 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 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).
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CUSIP No. 45663L 30 4 13D Page 2 of 7 Pages
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
David J. Smith
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2 Check the Appropriate Box if a Member of a Group (a) |X|
(See Instructions) (b) |_|
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3 SEC Use Only
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4 Source of Funds (See Instructions)
PF
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2 (e)
|_|
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6 Citizenship or Place of Organization
United States
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Number of Shares 7 Sole Voting Power
361,499
Beneficially Owned 8 Shared Voting Power
------------
by Each Reporting 9 Sole Disposition Power
361,499
Person with 10 Shared Disposition Power
-------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
361,499
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
(See Instructions)
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13 Percent of Class Represented by Amount in Row (11)
3.03%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 45663L 30 4 13D Page 3 of 7 Pages
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Nils P. Peterson
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2 Check the Appropriate Box if a Member of a Group (a) |X|
(See Instructions) (b) |_|
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3 SEC Use Only
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4 Source of Funds (See Instructions)
PF
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2 (e)
|_|
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6 Citizenship or Place of Organization
United States
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Number of Shares 7 Sole Voting Power
120,000
Beneficially Owned 8 Shared Voting Power
146,000
by Each Reporting 9 Sole Disposition Power
120,000
Person with 10 Shared Disposition Power
146,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
266,000
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
(See Instructions)
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13 Percent of Class Represented by Amount in Row (11)
2.23%
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14 Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, $.0001 par value (the "Common Stock"), of Infinity, Inc., a
Colorado corporation (the "Company" or "Infinity"). The principal executive
offices of the Company are located at 211 West 14th Street, Chanute, Kansas
66720.
Item 2. Identity and Background.
(a) This statement is being filed on behalf of David J. Smith and Nils
P. Peterson. The foregoing persons are herein sometimes collectively referred to
as the "Reporting Persons." Information as to each Reporting Person set forth in
this Schedule 13D has been provided by such Reporting Person.
David J. Smith and Nils P. Peterson have agreed to form a committee to
participate in an anticipated proxy contest for the election of a slate of
nominees to the Board of Directors of the Company at the next annual or special
meeting of shareholders of the Company that is called for the purpose of
electing directors. See Item 4. Mr. Smith and Mr. Peterson are making this joint
filing because they may, by reason of such agreement, be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and because as a "group" they may be
deemed to beneficially own more than five percent (5%) of the outstanding Common
Stock.
(b) The residence and business address of David J. Smith are 21 Maria
Place, Ponte Vedra Beach, Florida 32082. The business address of Mr. Peterson is
30 Preston Court, Swampscott, MA 01907.
(c) David J. Smith is a self-employed private investor. Mr. Peterson is
a self-employed private investor.
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was 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 a 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.
(e) Mr. Smith and Mr. Peterson are citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons purchased all of the Common Stock which they may
be deemed to beneficially own for the aggregate purchase price of $1,124,914.95.
Such shares were purchased with personal funds of the Reporting Persons.
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Item 4. Purpose of Transaction.
The Reporting Persons believe that the Common Stock is substantially
undervalued. The Reporting Persons also believe that the Company's Board of
Directors has failed to formulate and implement a business plan and strategy
that will enhance shareholder value and the Company's prospects. The Reporting
Persons further believe that the election of independent, highly qualified
individuals as directors of the Company would greatly improve the Company and
provide to management the support necessary to increase the profitability of the
Company and to enhance shareholder value.
Accordingly, the Reporting Persons have agreed to form a committee to
participate in an anticipated proxy contest for the election of a slate of
nominees to the Board of Directors of the Company at the next annual or special
meeting of shareholders of the Company called for the purpose of electing
directors. The Reporting Persons also may seek to request that a special meeting
of shareholders of the Company be held for that purpose in advance of the next
regularly scheduled annual meeting of shareholders.
The Reporting Persons anticipate that, if the Reporting Persons are
successful in such proxy contest, it may lead to additional changes in executive
management of the Company, including the possible replacement of executive
officers of the Company.
Except as set forth above, the Reporting Persons have no oral or
written agreements, understandings or arrangements for the purpose of acquiring,
holding, voting or disposing of any securities of the Company or otherwise with
respect to the Company.
Subject to availability at prices deemed favorable, the Reporting
Persons may acquire additional shares of Common Stock from time to time in the
open market, in privately negotiated transactions or otherwise. The Reporting
Persons also may dispose of shares of Common Stock from time to time in the open
market, in privately negotiated transactions or otherwise.
Although the foregoing represents the range of activities presently
contemplated by the Reporting Persons with respect to the Company and the Common
Stock, it should be noted that the possible activities of the Reporting Persons
are subject to change at any time. Except as set forth above or elsewhere in
this Schedule 13D, the Reporting Persons have no present plans or intentions
that relate to or that would result in any of the transactions described in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the Reporting Persons may be
deemed to beneficially own, for purposes of Rule 13d-3 under the Exchange Act,
in the aggregate, 627,499 shares of the Common Stock, constituting approximately
5.27% of the issued and outstanding Common Stock.
Of this amount, 361,499 shares are owned by David J. Smith.
Mr. Peterson owns 20,000 shares of Common Stock directly and 100,000
shares through his individual retirement account. Mr. Peterson's wife, Susan W.
Peterson, owns 50,000 shares of Common Stock directly and 5000 shares through
<PAGE>
her individual retirement account. Mr. Peterson also is a Trustee (along with
his mother-in-law, Margaret W. Woodfin) of a trust which owns 25,000 shares of
Common Stock. In addition, Mr. Peterson may be deemed to be the beneficial owner
of 14,000 shares owned by his adult daughter, Kirstin Peterson, 19,000 shares
owned by his adult daughter, Gretchen Peterson (14,000 shares of which are owned
by her individually and 5000 shares of which are owned through her individual
retirement account), 19,000 shares owned by his adult son, Nils P. Peterson, Jr.
(of which 14,000 shares are owned individually by his son and 5000 shares of
which are owned by his son's individual retirement account), 4000 shares owned
by his sister-in-law, Marilyn Woodfin, and 10,000 shares owned by his
brother-in-law, E. Gray Woodfin.
(b) As to all shares owned by David J. Smith, he has the sole power to
vote or direct the vote of and sole power to dispose of or direct the
disposition thereof.
As to 120,000 of the shares beneficially owned by Mr. Peterson, he has
the sole power to vote or direct the vote of and sole power to dispose of or
direct the disposition thereof. As to 146,000 of the shares beneficially owned
by Mr. Peterson, he may be deemed to have shared power with the owners of such
shares (as set forth above) to vote or direct the vote of and to dispose of or
direct the disposition thereof, by virtue of having agency powers with respect
to the brokerage accounts maintained by the owners described above through which
such shares are held.
(c) The following table sets forth all transactions with respect to the
Common Stock effected by the Reporting Persons during the past 60 days. Each
transaction set forth below reflects a purchase or sale effected by means of an
over-the-counter trade.
Identity of Reporting
Persons Trade Date Number of Shares Price Per Share
------- ---------- ---------------- ---------------
David J. Smith 2/12/99 63,499 (Purchased) $.3125
Kirstin Peterson IRA 2/15/99 5,000 (Sold) $.3125
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Undertakings or Relationships with
Respect to Securities of the Issuer.
Except as set forth in Item 4 above, none of the Reporting Persons is a
party to any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Company,
including but not limited to, any transfer or voting of any such securities,
finder's fees, joint ventures, loans or options arrangements, puts or calls,
guarantees or profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated March 18, 1999, among the
Reporting Persons.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, correct and complete.
Dated: March 18, 1999 /s/ David J. Smith
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David J. Smith
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, correct and complete.
Dated: March 18, 1999 /s/ Nils P. Peterson
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Nils P. Peterson
EXHIBIT INDEX
Exhibit No. Description
1 Agreement, dated March 18, 1998, among David J. Smith
and Nils P. Peterson
AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Schedule 13D filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of the Common Stock of Infinity, Inc., is
being filed, and all amendments thereto will be filed, on behalf of each of the
persons and entities named below. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: March 18, 1999
/s/ David J. Smith
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David J. Smith
/s/ Nils P. Peterson
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Nils P. Peterson
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