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. 3)*
(Final Amendment with respect to certain Reporting Persons)
HITOX CORPORATION OF AMERICA
___________________________________________
(Name of Issuer)
Common Stock, Par Value $0.25 Per Share
_________________________________________________
(Title of Class of Securities)
433658101
_______________
(CUSIP Number)
Patrick J. Dooley, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
___________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 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 9 Pages
<PAGE>
Page 2 of 9 Pages
SCHEDULE 13D
CUSIP No. 433658101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PAULSON ACQUISITION LLC
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
Delaware
7 Sole Voting Power
Number of 768,574
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 768,574
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
768,574
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
16.44%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 9 Pages
SCHEDULE 13D
CUSIP No. 433658101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PAULSON RANCH, LTD.
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
Delaware
7 Sole Voting Power
Number of 768,574
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 768,574
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
768,574
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
16.44%
14 Type of Reporting Person*
PN; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 9 Pages
SCHEDULE 13D
CUSIP No. 433658101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BERNARD A. PAULSON
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
United States
7 Sole Voting Power
Number of 828,074
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 828,074
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
828,074
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
17.71%
14 Type of Reporting Person*
IN;00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 9 Pages
SCHEDULE 13D
CUSIP No. 433658101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FOUNDERS EQUITY SECURITIES, INC.
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
United States
7 Sole Voting Power
Number of 21,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 21,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
21,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
.45%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 9 Pages
SCHEDULE 13D
CUSIP No. 433658101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LEON S. LOEB
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
United States
7 Sole Voting Power
Number of 144,600
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 144,600
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
144,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
3.1%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 9 Pages
SCHEDULE 13D
CUSIP No. 433658101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
RICHARD L. BOWERS
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
United States
7 Sole Voting Power
Number of 67,400
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 67,400
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
67,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
1.4%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 9 Pages
This Amendment No. 3 to Schedule 13D relates to shares of
Common Stock, par value $0.25 per share (the "Shares"), of Hitox Corporation of
America (the "Issuer"). This Amendment No. 3 supplementally amends the initial
statement on Schedule 13D dated April 27, 1999, and all amendments thereto
(collectively, the "Prior Statement"). Capitalized terms used but not defined
herein shall have the meaning ascribed to them in the Prior Statement. The Prior
Statement is supplementally amended as follows:
Item 4. Purpose of Transaction.
On May 28, 1999, the Reporting Persons and Megamin Ventures
Sdn. Bhd. ("Megamin"), 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 (the "Demand") removing each of Robert J.
Cresci, William B. Hayes and Michael A. Nicolais 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. In addition, Bernard A. Paulson was appointed
President and Chief Executive Officer and Christopher J. McGougan was appointed
Chairman.
The reconstitution of the Board of Directors of the Issuer was
completed on May 28, 1999. As a result, the Reporting Persons' and Megamin's
actions with respect to the Demand are completed and such persons may no longer
be deemed to be acting as a group. Each of Founders Equity, Mr. Bowers and Mr.
Loeb shall hereafter no longer be deemed to be Reporting Persons, and this
Amendment No. 3 shall be treated as a final report with respect to such persons.
<PAGE>
Page 9 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: June 16, 1999
PAULSON ACQUISITION LLC
By: /S/ BERNARD A. PAULSON
-----------------------------------------------
Name: Bernard A. Paulson
Title: President and Chief Executive Officer
PAULSON RANCH LTD.
By: PAULSON MANAGEMENT, L.L.C.
By: /S/ BERNARD A. PAULSON
------------------------------------------
Name: Bernard A. Paulson
Title: Member
/S/ BERNARD A. PAULSON
----------------------------------------------------
Bernard A. Paulson
FOUNDERS EQUITY SECURITIES, INC.
By: /S/ TOM SPACKMAN
-----------------------------------------------
Name: Tom Spackman
Title: President
/S/ LEON S. LOEB
----------------------------------------------------
Leon S. Loeb
/S/ RICHARD L. BOWERS
----------------------------------------------------
Richard L. Bowers
