SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Lindsay Manufacturing Co.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
535555106
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 6, 1995
(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 [ ].
*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).
**The total number of shares reported herein is 387,600 shares, which
constitutes approximately 8.6% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 4,518,728 shares
outstanding.
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1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00-Trust 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: Texas
7. Sole Voting Power: 141,000(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 141,000(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
141,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.1%
14. Type of Reporting Person: 00-Trust
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(1) Power is exercised through its sole trustee, Perry R. Bass
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1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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
7. Sole Voting Power: 141,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 141,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
141,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.1%
14. Type of Reporting Person: IN
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(1) Solely in his capacities as sole trustee and as one of two trustors of the
Bass Management Trust.
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1. Name of Reporting Person:
Nancy L. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
141,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.1%
14. Type of Reporting Person: IN
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(1) Solely in her capacity as one of two trustors of The Bass Management
Trust.
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1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
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
7. Sole Voting Power: 141,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 141,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
141,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.1%
14. Type of Reporting Person: IN
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1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00-Trust 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: Texas
7. Sole Voting Power: 105,600(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 105,600 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
105,600
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.3%
14. Type of Reporting Person: 00-Trust
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(1) Power is exercised through one of its trustees and its sole trustor, Sid
R. Bass.
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<PAGE>
1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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
7. Sole Voting Power: 105,600(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 105,600 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
105,600 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13.Percent of Class Represented by Amount in Row (11): 2.3%
14. Type of Reporting Person: IN
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(1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass
Management Trust and by virtue of his power to revoke same.
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated dated September
13, 1993, as amended by Amendment No. 1 dated July 15, 1994 (the "Schedule
13D"), relating to the Common Stock, par value $1.00 per share, of Lindsay
Manufacturing Co. Unless otherwise indicated, all defined terms used herein
shall have the same meanings respectively ascribed to them in the Schedule 13D.
Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this filing includes a
composite of all paper filings to date made by the Reporting Persons (as
hereinafter defined) on Schedule 13D with respect to such securities.
Item 1. SECURITY AND ISSUER.
This statement relates to the shares of Common Stock, par value $1.00 per
share (the "Stock"), of Lindsay Manufacturing Co. (the "Issuer"). The principal
executive offices of the Issuer are located at Box 156, East Highway 91,
Lindsay, Nebraska, 68644.
Item 2. IDENTITY AND BACKGROUND.
Item 2 hereby is amended and restated in its entirety to read as follows:
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D Statement on behalf of The
Bass Management Trust ("BMT"), Perry R. Bass ("PRB"), Nancy L. Bass ("NLB"), Lee
M. Bass ("LMB"), Sid R. Bass Management Trust ("SRBMT") and Sid R. Bass
("SRB"). BMT, PRB, NLB, LMB, SRBMT and SRB are sometimes hereinafter referred
to as the "Reporting Persons." The Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Act, although neither the fact of this filing
nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that a group exists.
(b) - (c)
BMT
BMT is a revocable grantor trust established pursuant to the Texas Trust
Act. The principal business address of BMT, which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to PRB, one
of the Trustors and the sole Trustee of BMT, and NLB, the other Trustor of BMT,
is set forth below.
PRB
PRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Perry R. Bass, Inc.
PRB, Inc. is a Texas corporation, the principal business of which is
ranching and the exploration for and production of hydrocarbons. The principal
business address of PRB, Inc., which also serves as its principal office, is 201
Main Street, Suite 2700, Fort Worth, Texas 76102.
NLB
NLB's residence address is 45 Westover Road, Fort Worth Texas 76107, and
she is not presently employed. NLB is the other Trustor of BMT.
LMB
LMB's principal occupation or employment is serving as President of Lee M.
Bass, Inc. ("LMB, Inc."). LMB's business address is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
LMB, Inc. is a Texas corporation, the principal businesses of which are the
ownership and operation of oil and gas properties (through Bass Enterprises
Production Co.("BEPCO")), the ownership and operation of gas processing plants
(through various partnerships), farming and ranching, investing in marketable
securities and real estate investment and development. The principal business
address of LMB, Inc., which also serves as its principal office, is 201 Main
Street, Suite 2700, Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 201 Main Street,
Suite 2700, Fort Worth, Texas 76102.
SRBMT
SRBMT is a revocable trust existing under the laws of the State of Texas.
The address of SRBMT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Pursuant to Instruction C to the Schedule 13D of the Act, information with
respect to two of its Trustees, LMB and PRB, is set forth above. Information
with respect to its other Trustee, SRB, is set forth below.
SRB
SRB's business address is 201 Main Street, Suite 2700. Fort Worth, Texas,
76102, and his present principal occupation or employment at such address is
serving as President of Sid R. Bass, Inc. ("SRB, Inc.")
SRB, Inc. is a Texas corporation, the principal businesses of which are the
ownership and operation of oil and gas properties (through BEPCO), the ownership
and operation of gas processing plants (through various partnerships), farming
and ranching, investing in marketable securities and real estate investment and
development. The principal business address of SRB, Inc., which also serves as
its principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been 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 violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is amended and restated in its entirety to read as follows:
The source and amount of the funds used by the Reporting Persons to
purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
BMT Trust Funds (1) $4,690,330.72 (2)
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
LMB Personal Funds (3) $4,690,424.47 (4)
SRBMT Trust Funds (1) $3,574,940.19 (5)
SRB Not Applicable Not Applicable
(1) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(2) This figure represents the total amount expended by BMT for all
purchases of shares of the Stock without subtracting sales; therefore, such
figure does not represent BMT's net investment in shares of the Stock. BMT's
net investment in shares of the Stock is $4,445,160.22.
(3) As used herein, the term "Personal Funds" may include sums borrowed
from banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Stock.
(4) This figure represents the total amount expended by LMB for all
purchases of shares of the Stock without subtracting sales; therefore, such
figure does not represent LMB's net investment in shares of the Stock. LMB's
net investment in shares of the Stock is $4,445,253.97.
(5) This figure represents the total amount expended by SRB for all
purchases of shares of the Stock without subtracting sales; therefore, such
figure does not represent SRB's net investment in shares of the Stock. SRB's
net investment in shares of the Stock is $3,383,505.69.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the Shares of the Stock
reported herein for investment purposes. Consistent with such purposes,
representatives of the Reporting Persons have had, and expect to continue to
have, discussions with management of the Issuer concerning various ways to
maximize long-term shareholder value. The Reporting Persons may, in the future,
also have discussions with other shareholders of the Issuer and other persons
regarding maximizing long-term shareholder value.
Depending on market conditions and other factors that each of the Reporting
Persons may deem material to its investment decision, such Reporting Person may
purchase additional shares of the Stock in the open market or in private
transactions. Depending on these same factors, such Reporting Person may sell
all or a portion of the shares of the Stock it now owns or hereaftermay acquire
on the open market or in private transactions.
Except as set forth in this Item 4, the Reporting Persons have no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(c) of Item 5 hereby are amended and restated in their
entireties to read as follows:
(a)
BMT
The aggregate number of shares of the Stock that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 141,000, which constitutes approximately
3.1% of the outstanding shares of the Stock.
PRB
Because of his positions as Trustee and as a Trustor of BMT, PRB may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
141,000 shares of the Stock, which constitutes approximately 3.1% of the
outstanding shares of the Stock.
NLB
Because of her position as a Trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 141,000 shares of the
Stock, which constitutes approximately 3.1% of the outstanding shares of the
Stock.
LMB
The aggregate number of shares of the Stock that LMB owns beneficially,
pursuant to Rule 13d-3 of the Act, is 141,000, which constitutes approximately
3.1% of the outstanding shares of the Stock.
SRBMT
The aggregate number of shares of the Stock that SRBMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 105,600, which constitutes 2.3% of the
outstanding shares of the Stock.
SRB
Because of his positions as a Trustee and sole Trustor and by virtue of his
power to revoke same, SRB may, pursuant to Rule 13d-3 of the Act, be deemed to
be the beneficial owner of 105,600 shares of the Stock, which constitutes 2.3%
of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(b)
BMT
Acting through its Trustee, BMT has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 141,000 shares of the Stock.
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 141,000 shares
of the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to direct
the disposition of any shares of the Stock.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 141,000 shares of the Stock.
SRBMT
Acting through one of its Trustees and its sole Trustor, SRBMT has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 105,600 shares of the Stock.
SRB
Because of his position as a Trustee and the sole Trustor of SRBMT and by
virtue of his power to revoke same, SRB has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 105,600 shares of the
Stock.
(c) During the past sixty days, the Reporting Persons have effected
transactions in shares of the Stock in open market transactions on the NASDAQ
as follows:
REPORTING NO. OF SHARES PRICE PER
PERSONS DATE PURCHASED SHARE
BMT 05-31-95 1,825 $ 31.13
LMB 05-31-95 1,825 31.13
SRBMT 05-31-95 1,350 31.13
BMT 06-06-95 1,675 31.41
LMB 06-06-95 1,675 31.41
SRBMT 06-06-95 1,250 31.41
BMT 06-06-95 7,275 31.38
LMB 06-06-95 7,275 31.38
SRBMT 06-06-95 5,450 31.38
Except as set forth in this paragraph (c), to the best of the knowledge of
each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the shares of the Stock during
the past sixty days.
(d)
Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of the Stock owned
by such Reporting Person.
(e)
Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
with respect to the shares of the Stock owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
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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.
DATED: June 7, 1995
/s/ Mark L. Hart, Jr.
Mark L. Hart, Jr., Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY L. BASS (3)
LEE M. BASS (4)
SID R. BASS MANAGEMENT TRUST (5)
SID R. BASS (6)
(1) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
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EXHIBIT INDEX
Exhibit Description
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99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
/s/ Mark L. Hart, Jr.
Mark L. Hart, Jr., Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY L. BASS (3)
LEE M. BASS (4)
SID R. BASS MANAGEMENT TRUST (5)
SID R. BASS (6)
(1) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
