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. 1)*
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)
April 29, 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 8 Pages
<PAGE>
Page 2 of 8 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 8 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 8 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* [ ]
13 Percent of Class Represented By Amount in Row (11)
17.71%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 8 Pages
This Amendment No. 1 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. 1 supplementally amends the initial
statement on Schedule 13D dated April 27, 1999, filed by the Reporting Persons
(the "Initial Statement"). Capitalized terms used but not defined herein all
have the meaning ascribed to them in the Initial Statement. The Initial
Statement is supplementally amended as follows.
Item 3. Source and Amount of Funds or Other Consideration.
Paulson Acquisition expended approximately $419,383 to
purchase the Shares. Such amount was funded by the NationsBank Loan which amount
was contributed to Paulson Acquisition.
Item 4. Purpose of Transaction.
At a meeting of the Board of Directors of the Issuer on May 3,
1999, the Board of Directors terminated Mr. Paulson's services as Acting Chief
Executive Officer, a position from which Mr. Paulson had recused himself as of
March 23, 1999.
As a result of the transactions reported herein, the Reporting
Persons may be deemed to own in excess of 15% of the issued and outstanding
common stock of the Issuer and as such may be deemed to be an "Interested
Stockholder" under Section 203 of the Delaware General Corporation Law ("DGCL").
Section 203 of the DGCL provides that a Delaware corporation such as the Issuer
may not engage in any Business Combination (defined to include a variety of
transactions, including a merger) with any Interested Stockholder (defined
generally as any person that directly or indirectly, beneficially owns 15% or
more of the outstanding voting stock of the corporation), or any affiliate or an
Interested Stockholder, for three years after the date on which the Interested
Stockholder became an Interested Stockholder. The three-year prohibition on
Business Combinations with Interested Stockholders (the "Business Combination
Prohibition") does not apply if certain conditions, described below, are
satisfied.
The Business Combination Prohibition does not apply to a
particular Business Combination between a corporation and a particular
Interested Stockholder if (i) prior to the date such Interested Stockholder
became an Interested Stockholder, the board of directors of such corporation
approves either the Business Combination or the transaction which resulted in
the stockholder becoming an Interested Stockholder, or (ii) upon consummation of
the transaction which resulted in the stockholder becoming an Interested
Stockholder, the Interested Stockholder owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction commenced, excluding
for purposes of determining the number of shares outstanding those shares owned
by (x) persons who are directors and also officers and (y) employee stock plans
in which employee participants do not have the right to determine
confidentiality whether shares held subject to the plan will be tendered in a
tender or exchange offer, or (iii) on or subsequent to the date the stockholder
becomes an Interested Stockholder, the Business Combination is approved by the
board of directors of such corporation and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote of
at least 66-2/3% of the outstanding voting stock which is not owned by the
Interested Stockholder.
The foregoing summary of Section 203 of the DGCL does not
purport to be complete and is qualified in its entirety by reference to the
provisions of Section 203 of the DGCL.
Certain actions that may be considered by the Reporting
Persons as described in the Initial Statement may be considered to be Business
Combinations subject to be Business Combination Provision. However, the
Reporting Persons intend to continue to consider such actions, including
evaluating a change in the composition of the Board of Directors of the Issuer
and may seek to change the composition of the Board of Directors, which would
not be considered a Business Combination subject to the Business Combination
Prohibition.
Item 5. Interest in Securities of the Issuer.
(a) (i) Paulson Acquisition may be deemed
the beneficial owner of the 768,574 Shares (approximately 16.44% of the total
number of Shares issued and outstanding). This number includes 768,574 Shares
held for its account.
(ii) Paulson Ranch may be deemed the
beneficial owner of the 768,574 Shares (approximately 16.44% of the total number
of Shares issued and outstanding). This number includes 768,574 Shares held for
the account of Paulson Acquisition.
<PAGE>
Page 6 of 8 Pages
(iii) Mr. Paulson may be deemed the
beneficial owner of 828,074 Shares (approximately 17.71% of the total number of
Shares issued and outstanding assuming exercise of the options held for his
account). This number includes (A) 768,574 Shares held for the account of
Paulson Acquisition, (B) 42,000 Shares held for his account and (C) 17,500
Shares issuable upon the exercise of currently exercisable options held for his
account.
(b) (i) Paulson Acquisition may be deemed to
have the sole power to direct the voting and disposition of the 768,574 Shares
held for its account.
(ii) Paulson Ranch may be deemed to have
the sole power to direct the voting and disposition of the 768,574 Shares held
for the account of Paulson Acquisition.
(iii) Mr. Paulson may be deemed to have
the sole power to direct the voting and disposition of the 768,574 Shares held
for the account of Paulson Acquisition and the 59,500 Shares (and securities
derivative thereof) held for his account.
(c) Except for the transactions listed on Annex
A hereto, there have been no transactions effected with respect to the Shares
since April 27, the date the Initial Statement was filed, by any of the
Reporting Persons.
(d) The members of Paulson Acquisition, a
Delaware limited liability company, have the right to participate in the receipt
of dividends from, or proceeds from the sale of, the Shares held for the account
of Paulson Acquisition LLC in accordance with their ownership interests in
Paulson Acquisition.
(e) Not applicable.
Each of Paulson Acquisition and Paulson Ranch expressly
disclaims beneficial ownership of the Shares held for the account of Mr.
Paulson.
<PAGE>
Page 7 of 8 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: May 3, 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
Bernard A. Paulson
/s/ Bernard A. Paulson
----------------------------------------------
<PAGE>
Page 8 of 8 Pages
<TABLE>
<CAPTION>
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
HITOX CORPORATION OF AMERICA
<S> <C> <C> <C> <C>
Date of Nature of Number of Price Per
For the Account of Transaction Transaction Shares Share
- ------------------ ----------- ----------- ------ -----
Paulson Acquisition LLC 4/29/99 Purchase 100,000 $2.97
Paulson Acquisition LLC 4/30/99 Purchase 39,100 $3.13
</TABLE>
