UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
August 31, 1999
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Date of report (Date of earliest event reported)
REALCO, INC.
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(Exact name of registrant as specified in its charter)
New Mexico 0-27552 85-0316176
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1650 University Blvd., N.E., Suite 5-100, Albuquerque, New Mexico 87102
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(Address of principal executive offices) (Zip code)
(505) 242-4561
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(Registrant's telephone number, including area code)
Not applicable
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(Former name, former address and former fiscal year,
if changed since last report)
ITEM 5. Other Events
On August 31, 1999, the Company acquired certain assets and assumed certain
liabilities of TI Construction, Inc., a general commercial construction
contractor, which specializes in veterinary facilities. In connection with this
acquisition, 67,000 shares of treasury stock were issued by the Company. This
individually insignificant acquisition did not meet the reporting requirements
of 8-K, Item 2.
On September 30, 1999, a shareholder of 23,919 shares of Series D Preferred
Stock of the Company voluntary elected for a conversion of such shares to 47,838
shares of Common Stock of the Company.
VOTING SECURITIES AND PRINCIPAL OWNERS THEREOF
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock and Preferred Stock ("Voting
Shares") as of September 30, 1999. The Preferred Stockholders have voting rights
identical to the Common Stockholders. The Preferred Stockholders have the right
to convert all or any portion of their Preferred Stock to Common Stock. The
following table sets forth the identity of (i) each shareholder who is known by
the Company to own beneficially more than 5% of the outstanding Voting Shares,
(ii) each Director, and (iii) all Officers and Directors as a group. Except as
otherwise indicated, each of the Shareholders listed in the table or included
within a group listed in the table possess sole voting and investment power with
respect to the Voting Stock indicated.
As of September 30, 1999, there were 2,882,838 shares of Common Stock issued and
outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shares Percent of
Beneficially Outstanding
Name and Address Owned Voting Shares
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Financial Services Group, Inc. (1) 650,000 20.5%
1650 University Blvd. NE, Suite 5-100
Albuquerque, New Mexico 87102
James A. Arias (1) 650,000 20.5%
1650 University Blvd. NE, Suite 5-100
Albuquerque, New Mexico 87102
Nortek, Inc. (2) 200,000 6.3%
50 Kennedy Plaza
Providence, RI 02903
Arthur A. Schwartz (6) 35,000 1.5%
401 East 80th Street
New York, New York 10021
Marshall Blumenfeld (6) 29,000 *
1338 Van Buren Street
Hollywood, Florida 33019
Bill E. Hooten (3)(4)(5) 270,714 8.5%
1650 University Blvd. NE, Suite 5-100
Albuquerque, NM 87102
MLPF&S CUST EPO (3)(4) 57,855 1.8%
Bill E. Hooten IRRA FBO
1650 University Blvd. NE, Suite 5-100
Albuquerque, NM 87102
Bill E. Hooten and Phyllis S. Hooten (3)(5) 212,859 6.7%
Revocable Trust UTA
1650 University Blvd. NE, Suite 5-100
Albuquerque, NM 87102
Martin S. Orland (6) 1,650 *
52 Centerville Rd.
Holmdel, New Jersey 07733
Noel Zeller (6) 35,000 1.1%
3 Justin Road
Harrison, New York 10528
Chris A. Bruehl (7) 500 *
1650 University Blvd. NE, Suite 5-100
Albuquerque, NM 87102
All Executive Officers
and Directors as a Group (3)(5)(8) 1,021,864 32.2%
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* less than 1%
1. Financial Services, Inc., is the registered holder of the shares. Mr. James
A. Arias, the President, Chief Executive Officer and Chairman of the Board of
the Company, is the sole Director and President of Financial Services Group,
Inc., and is the beneficial holder of such shares.
2. Nortek, Inc., a New York Stock Exchange listed company, acquired the shares
as a result of its previous purchase of Ply Gem, Inc., formerly a New York Stock
Exchange listed company. Realco, Inc. has no association with Nortek, Inc. in
any capacity.
3. The 57,855 Series A Preferred Shares and the 212,859 Series B Preferred
Shares have one vote on all matters that may come before a meeting of the
Shareholders. Upon the Offerings being declared effective by the SEC, the
holders of Series A and Series B Preferred Shares have the right to convert, at
any time, their Preferred Shares into Common Stock.
4. The Trust was established for the benefit of Bill E. Hooten as a roll over
account to accept the Series A Preferred Shares previously held in Realco, Inc.
Stock Bonus Trust, Bill E. Hooten, Trustee, for the benefit of Bill E. Hooten.
Mr. Hooten as Trustee has voting and investment power over such shares.
5. Mr. Hooten, an Officer and Director of the Company, has the right to convert
Series A and Series B Preferred Shares into up to 420,488 shares of the
Company's Common Stock over which he has the right to exercise voting and
investment power.
6. Does not include options to purchase 20,000 shares of the Company's common
stock.
7. Does not include options to purchase 25,000 shares of the Company's common
stock.
8. Shares beneficially owned by all Executive Officers and Directors as a group,
include a total of 270,714 Series A and Series B Preferred Shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REALCO, INC.
Date: October 12, 1999
Chris A. Bruehl
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Chris A. Bruehl, Senior Vice-President
and Chief Financial Officer
