SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
HITOX CORPORATION OF AMERICA
____________________________________________________
(Name of Issuer)
Common Stock, $0.25 Par Value
____________________________________________________
(Title of Class of Securities)
433658101
______________
(CUSIP Number)
Donald M. Feferman
Feferman & Rehler, L.L.P.
1830 Frost Bank Plaza
Corpus Christi, Texas 78470
361.883.1830
________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 28, 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 [ ].
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 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 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).
Continued on following page(s)
Page 1 of 13 Pages
<PAGE>
Page 2 of 13
SCHEDULE 13D
CUSIP No. 433658101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Megamin Ventures Sdn Bhd
(Name changed from Syarikat Megawati Sdn Bhd)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
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
Malaysia
Number of 7 Sole Voting Power
Shares 1,353,000
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 1,353,000
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,353,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
29.1 %
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
Page 3 of 13
SCHEDULE 13D
CUSIP No. 433658101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Dato' Lim Keng Kay
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
Malaysia
7 Sole Voting Power
Number of
Shares 8 Shared Voting Power
Beneficially
Owned By
Each 9 Sole Dispositive Power
Reporting
Person
With 10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,353,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 13
SCHEDULE 13D
CUSIP No. 433658101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chong Wai Lin
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
Malaysia
7 Sole Voting Power
Number of
Shares 8 Shared Voting Power
Beneficially
Owned By
Each 9 Sole Dispositive Power
Reporting
Person
With 10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 13
SCHEDULE 13D
CUSIP No. 433658101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Choong Lee Chong
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
Malaysia
7 Sole Voting Power
Number of
Shares 8 Shared Voting Power
Beneficially
Owned By
Each 9 Sole Dispositive Power
Reporting
Person
With 10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 13
SCHEDULE 13D
CUSIP No. 433658101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Teoh Lay Hock
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
Malaysia
7 Sole Voting Power
Number of
Shares 8 Shared Voting Power
Beneficially
Owned By
Each 9 Sole Dispositive Power
Reporting
Person
With 10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 13
SCHEDULE 13D
CUSIP No. 433658101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Christopher J. McGougan
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
British
7 Sole Voting Power
5,000
Number of
Shares 8 Shared Voting Power
Beneficially 0
Owned By
Each 9 Sole Dispositive Power
Reporting 5,000
Person
With 10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0.1 %
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 13
This Amendment No. 2 is being filed to reflect changes in Item 2, deleting Lim
Si Boon and adding Christopher J. McGougan as a director, and changes in Item 4,
to set forth the actions by those listed therein with respect to the directors
of the Issuer.
Item 1. Security and Issuer
-------------------
This filing relates to the common capital stock of Hitox
Corporation of America ("Hitox" or "Issuer"). Address of the
principal executive offices of the Issuer is 722 Burleson
Street, Corpus Christi, Texas 78402.
Item 2. Identify and Background
-----------------------
a. The Reporting Persons are: Megamin Ventures Sdn Bhd,
organized under the laws of Malaysia (the "Company").
Dato' Lim Keng Kay, is a controlling shareholder,
director and chief executive officer of the Company.
Ms. Chong Wai Lin, Mr. Choong Lee Chong, Mr. Teoh Lay
Hock and Christopher J. McGougan are directors of the
Company. The filing of this Schedule shall not be
construed as an admission by any Reporting Person
that he or she is, for purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities owned by the
Company. The filing of this Schedule shall not be
construed as an admission by the Company that it is,
for purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, the beneficial owner
of any securities owned by Mr. McGougan.
b. (i) The Company's principal business is investment
holding.
(ii) Mr. Lim Keng Kay, in addition to his position
with the Company, serves as Deputy Chairman
cum Group Managing Director of Mega First
Corporation Berhad, as Chairman cum Group
Managing Director of Palmco Holdings Berhad
and as Group Managing Director of Rock
Chemical Industries (M) Berhad, which are all
Malaysian companies listed on the Kuala Lumpur
Stock Exchange, as well as having various
other business interests.
<PAGE>
Page 9 of 13
(iii) Ms. Chong Wai Lin is an accountant by
profession and is currently the Director -
Finance of Bonanza Venture Holdings, Sdn Bhd
(BVH) which is the holding company of the
Company and is a company ultimately
controlled by Mr. Lim Keng Kay. She is a
Director of Mega First Corporation Berhad, a
public-listed company on the Kuala Lampur
Stock Exchange in Malaysia and is also
director of various private companies with
the BVH Group.
(iv) Mr. Choong Lee Chong is a Chartered
Secretary by profession and is a Director -
Administration of Bonanza Venture Holdings,
Sdn Bhd (BVH) which is the holding company
of the Company and is a company ultimately
controlled by Mr. Lim Keng Kay. He is also a
director of various private companies within
the BVH Group.
(v) Mr. Teoh Lay Hock is a geologist and mineral
economist. He is the chief executive officer
of the Minerals and Metals Division of one
corporation affiliated with the Company, and
serves as a director of various other
affiliated companies.
(vi) Mr. McGougan, in addition to his position
with the Company, serves as Chairman of
Bloxwich Engineering Ltd., a private UK
corporation controlled by Mega First
Corporation Behad, a public company listed
on the Kuala Lumpur Stock Exchange; a
director of Bloxwich International Sdn Bhd,
a subsidiary of Mega First Corporation, and
a director of Rottweil SA, a private
Luxembourg company.
c. The address of Mr. McGougan's principal office is 638
Eagle Point Road, Van Alstyne, Texas 75495. The
address of the principal business of the Company and
the remaining persons listed in Item 2(a) above is 41
Jalan Sultan Azlan Shah Utara, Ipoh Garden South,
31400 Ipoh, Perak Darul Ridzuan, Malaysia. This is
also the address of their principal office.
d. None of those listed in Item 2(a) above have been
convicted in a criminal proceeding at any time during
the last five years.
e. None of those listed in Item 2(a) above have been a
party to a civil proceeding of a judicial or
administrative body of jurisdiction at any time
during the last five years.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Shares owned by the Company:
<PAGE>
Page 10 of 13
The 1,000,000 shares in Hitox purchased from the Issuer, and
200,000 shares in Hitox purchased from existing shareholders,
for the total sum of $4,800,000 are being financed by a Term
Loan of $5,000,000 from the Hongkong and Shanghai Banking
Corporation Limited, Offshore Banking Unit Labuan.
A further 153,000 shares in Hitox were previously purchased
for cash.
Shares owned by Mr. McGougan were bought using his personal
working capital.
Item 4. Purpose of Transaction
----------------------
The purpose of the initial transaction for which a Schedule
13D was filed was for the Company to make an investment in the
securities of the Issuer. It was anticipated at the time that
a representative of the Company would be elected to serve on
the board of directors of the Issuer. The purpose of the
transaction reported by this Amendment No. 2 is as follows:
On May 28, 1999, the Company and Paulson Acquisition LLC,
Paulson Ranch, Ltd., Bernard A. Paulson, Founders Equity
Securities, Inc., Leon S. Loeb and Richard L. Bowers, holders
of more than 50% of the outstanding Shares of the Issuer,
pursuant to the provisions of the Issuer's Certificate of
Incorporation, executed a written demand and consent removing
each of Robert J. Cresci, William B. Hayes, and Mike Nicolas
as directors of the Issuer and appointing each of Richard L.
Bowers, Thomas W. Pauken, and W. Craig Epperson to serve as
directors of the Issuer. With respect to the execution of such
demand and consent, each of the Company and Paulson
Acquisition LLC, Paulson Ranch, Ltd., Bernard A. Paulson,
Founders Equity Securities, Inc., Leon S. Loeb, and Richard L.
Bowers may be deemed to be acting as a group. It is the
understanding of the Company that information regarding
Paulson Acquisition LLC, Paulson Ranch, Ltd., Bernard A.
Paulson, Founders Equity Securities, Inc., Leon S. Loeb, and
Richard L. Bowers is or will be contained in a separate
Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
a. The aggregate number of shares of common stock of
Hitox owned by the Company is 1,353,000 shares. This
represents 29.05 percent of the number of shares of
Hitox's common stock outstanding. Mr. McGougan owns
5,000 shares which represents less than 0.1% of
Hitox's outstanding shares.
<PAGE>
Page 11 of 13
b. The Company has the sole power to vote the shares of
common stock it purchased. Mr. McGougan has the sole
power to vote the shares of common stock he
purchased.
c. The transactions by which the Company acquired
1,200,000 of the shares of common stock of Hitox are
as follows:
i. 1,000,000 shares were purchased on June 26,
1996 directly from the issuer for $4.00 per
share.
ii. 200,000 shares were purchased from the
following shareholders in the amounts as set
forth below:
a. Edmond F. Twining, IV -- 684 shares
b. Anne L. Peretz -- 77,398 shares
c. Trust for Taylor Twining, U/W Susan
C. Twining -- 684 shares.
d. Jane F. Clark -- 41,704 shares
e. David L. Farnsworth -- 1,303 shares
f. Anne E. Farnsworth -- 1,303 shares
g. Jesse W. Perez -- 1,303 shares
h. Evegina F. Perez -- 1,303 shares
i. Residuary Trust U/W Steven C. Clark,
Jr. -- 25,004 shares
j. Residuary Trust U/W Susan C. Twining
-- 9,482 shares
k. Estate of Steven C. Clark, Jr. --
37,552 shares
l. Peretz Family Investments, a Limited
Partnership -- 2,280 shares
The purchase of the shares from the above listed
shareholders was negotiated through their
representative, The Clark Estates, Inc., and was
closed on June 26, 1996. These shares were also
purchased at $4.00 per share.
From March 8, 1995 to February 20, 1996, the Company
acquired from the open market 153,000 shares of
common stock of Hitox for cash.
There have been no transactions in the class of
securities reported on that were effected in the last
60 days by any Reporting Persons.
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities.
<PAGE>
Page 12 of 13
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
--------------------------------------------------------------
the Securities of the Issuer
----------------------------
There are no contracts, etc. described in the instructions to
Item 6 among the persons named in Item 2 and any other persons
which would give another voting power or investment power over
such securities.
Item 7. Exhibits
--------
a. Contract between Syarikat Megawati Sdn Bhd, and
Hitox Corporation of America. (previously filed)
b. Contract between Syarikat Megawati Sdn Bhd, and the
listed shareholders represented by The Clark Estates,
Inc. (previously filed)
c. Loan documents relating to the funding of the
acquisition of the securities. (previously filed)
d. Powers of attorney.
Signature
- ---------
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:
MEGAMIN VENTURES SBN BHD
LIM KENG KAY
CHONG WAI LIN
CHOONG LEE CHONG
TEOH LAY HOCK
Date May 28, 1999 CHRISTOPHER JOHN MCGOUGAN
By: /S/ DONALD M. FERMAN
----------------------------------------
Donald M. Feferman, pursuant to power of
attorney attached hereto as an Exhibit.
Page 13 of 13
EXHIBIT D
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned being an
officer and/or director of Megamin Ventures, Sdn Bhd (the "Company"), does
hereby constitute and appoint Donald M. Feferman, his or her true and lawful
attorney-in-fact and agent, with full power of substitution in these premises,
at any time and from time to time to do any and all acts and things and to
execute in his or her name (in connection with the undersigned's position as an
officer and/or director of the Company,) which said attorney and agent may deem
necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended and any requirements of the Securities and Exchange Commission in
respect thereof, and the rules and regulations of any national securities
exchange or self-regulatory body, in connection with the filing of documents
including, without limitation, Schedule 13D, Form 4, "Changes in Beneficial
Ownership of Securities" and Form 5, "Annual Statement of Changes in Beneficial
Ownership," including specifically, but without limitation thereto, power and
authority to sign his or her name to such Forms to be filed with the Securities
Exchange Commission, any securities exchange or any other self-regulatory body;
and the undersigned does hereby ratify and confirm all that said attorney and
agent shall do or cause to be done by virtue hereof. The said attorney and agent
shall have and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
this 31st day of MAY, 1999.
May 28, 1999 /S/ LIM KENG KAY
- ---------------------- ---------------------------------
Date LIM KENG KAY
May 28, 1999 /S/ CHONG WAI LIN
- ---------------------- ---------------------------------
Date CHONG WAI LIN
May 28, 1999 /S/ CHOONG LEE CHONG
- ---------------------- ---------------------------------
Date CHOONG LEE CHONG
May 31, 1999 /S/ TEOH LAY HOCK
- ---------------------- ---------------------------------
Date TEOH LAY HOCK
May 28, 1999 /S/ CHRISTOPHER JOHN MCGOUGAN
- ---------------------- ---------------------------------
Date CHRISTOPHER JOHN MCGOUGAN
