MIDWEST GRAIN PRODUCTS INC
SC 13G/A, 1999-02-09
GRAIN MILL PRODUCTS
Previous: BIOSITE DIAGNOSTICS INC, SC 13G/A, 1999-02-09
Next: SEI INSTITUTIONAL INTERNATIONAL TRUST, 497, 1999-02-09



<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 10)

                          MIDWEST GRAIN PRODUCTS, INC.
                                (Name of Issuer)

                           Common Stock, No Par Value
                         (Title of Class of Securities)

                                   59832G 104
                                 (CUSIP Number)








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.)

*The  remainder  of this cover page shall be filed 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 1 of 5 Pages




<PAGE>





CUSIP No. 59832G 104           13G                             Page 2 of 5 Pages

- -----------------------------------------------------------------
1  NAME OF REPORTING PERSON
   Midwest Grain Products, Inc.
   Employee stock Ownership Plan
   48-6107197
- -----------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                          (a) [ ]
                                                          (b) [X]
- -----------------------------------------------------------------
3  SEC USE ONLY
- -----------------------------------------------------------------
4  CITIZENSHIP OR PLACE OF ORGANIZATION
   U.S.A.
- -----------------------------------------------------------------
                           5  SOLE VOTING POWER
  NUMBER OF                         76,700
   SHARES      __________________________________________________
BENEFICIALLY               6  SHARED VOTING POWER
  OWNED BY                          897,496
    EACH       __________________________________________________
 REPORTING                 7  SOLE DISPOSITIVE POWER
   PERSON                            76,700
    WITH       __________________________________________________
                           8  SHARED DISPOSITIVE POWER
                                     897,496
- -----------------------------------------------------------------
9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         974,196
- -----------------------------------------------------------------
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
      CERTAIN SHARES*
      The Reporting Person disclaims  beneficial ownership [ ] in all the shares
      in Row 9.
- -----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     10.18%
- -----------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
    EP
- -----------------------------------------------------------------

                 *SEE INSTRUCTIONS BEFORE FILLING OUT!





<PAGE>

                                                               Page 3 of 5 Pages
                                  SCHEDULE 13G
                        For Midwest Grain Products, Inc.
                          Employee Stock Ownership Plan

Item 1(a)  Name of Issuer:           Midwest Grain Products, Inc.

Item 1(b)  Address of Issuer's Principal Executive Offices:

           1300 Main Street
           Atchison, Kansas  66002

Item 2(a)  Name of Person Filing:

           Midwest Grain Products, Inc.
           Employee Stock Ownership Plan

Item 2(b)  Address of Principal Business Office or, if None, Residence:

           1300 Main Street
           Atchison, Kansas  66002

Item 2(c)  Citizenship:  Kansas

Item 2(d)  Title of Class of Securities:  Common Stock, No Par Value

Item 2(e)  CUSIP Number:  59832G 104

Item 3     If this  Statement is filed pursuant to Rules  13d-1(b), or 13d-2(b),
           check whether the person filing is a:

        (f) [x]  Employee  Benefit  Plan,  Pension  Fund which is subject to the
            provisions of the Employment  Retirement Income Security Act of 1974
            or Endowment Fund.

Item 4  Ownership:

        The following information is provided as of December 31, 1998:

        (a)    Amount Beneficially Owned:

               974,196

        (b)    Percent of Class, based on 9,573,872 shares outstanding:

               10.18%



<PAGE>
                                                               Page 4 of 5 Pages

        (c) Number of Shares as to Which Such Person has:

              (i)   Sole Voting Power to Vote or to Direct the Vote:

                    76,700

              (ii)  Shared Power to Vote or Direct the Vote:

                    897,496

              (iii) Sole Power to Dispose or to Direct the Disposition of:

                    76,700

              (iv) Shared Power to Dispose or to Direct the Disposition of:

                    897,496

     The  Midwest  Grain  Products   Employee  Stock  Ownership  Plan  disclaims
beneficial ownership in all of the above-referenced shares.

     The reporting person is the principal stock ownership plan of Midwest Grain
Products,  Inc. The Employee  Stock  Ownership  Plan and each of the  subsidiary
employee  stock  ownership  plans are  managed by five  Trustees  consisting  of
Laidacker M. Seaberg,  Robert G. Booe,  Randy M. Schrick,  Brian Cahill and Dave
Rindom,  all of whom are employees of Midwest Grain  Products,  Inc., and all of
whom have  addresses  at 1300 Main Street,  Atchison,  Kansas  66002.  The other
Midwest Grain  Products,  Inc.  employee stock ownership  plans,  which are also
managed  by the five  Trustees,  and which  shareholdings  are  included  in the
890,593  shares  mentioned  above are: (a) Illinois Non Union ESOP; (b) Illinois
Union ESOP; and (c) Union ESOP.

     The  Trustees  of the  Plans are  obligated  to vote the  shares  which are
allocated to  participants  (887,496  shares at December 31, 1998) in accordance
with instructions given by such participants.  Unallocated shares (76,700 shares
at December 31, 1998) are voted by the trustees.

Item 5   Ownership of 5% or less of a class:

         Not applicable

Item 6   Ownership of more than 5% on behalf of another person:

         Not applicable




<PAGE>

                                                               Page 5 of 5 Pages
Item 7 Identification  and  classification  of the subsidiary which acquired the
security being reported on by the parent holding company:

         Not applicable

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


                                    SIGNATURE

     After  reasonable  inquiry  and  to  the  best  of  the  knowledge  of  the
undersigned,  the  undersigned  certifies that the information set forth in this
statement is true, complete and correct.

                                   MIDWEST GRAIN PRODUCTS, INC.
                                   EMPLOYEE STOCK OWNERSHIP PLAN

       
       February 8, 1999               s/Robert G. Booe
Date________________________     By:___________________________
                                    Robert G. Booe, Trustee and
                                    Member of the Administrative
                                    Committee











© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission