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. 4)*
(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)
December 24, 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
Exhibit Index: Page 7
<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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
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%
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
Texas
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)
0%
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* [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 8 Pages
This Amendment No. 4 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. 4 supplementally amends the initial
statement on Schedule 13D dated April 27, 1999, and all amendments thereto
(collectively, the "Prior Statement"). This Amendment No. 4 is being filed to
reflect that on December 24, 1999, Paulson Acquisition transferred by way of a
liquidating distribution all of the Shares beneficially owned by it to Paulson
Ranch. As a result of such transfer, Paulson Acquisition shall cease to be a
Reporting Person. 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 5. Interest in Securities of the Issuer.
(a) (i) 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
its account.
(ii) 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 Ranch, (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 Ranch may be deemed to have
the sole power to direct the voting and disposition of the 768,574 Shares held
for its account.
(ii) Mr. Paulson may be deemed to have the
sole power to direct the voting and disposition of the 828,074 Shares held for
the account of Paulson Ranch and the 59,500 Shares (and securities derivative
thereof) held for his account.
(c) There have been no transactions effected
with respect to the Shares since October 28, 1999 (60 days prior to the date
hereof) 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) On December 24, 1999, Paulson Acquisition
ceased to be the beneficial owner of any Shares of the Issuer.
Paulson Ranch expressly disclaims beneficial ownership of the
Shares held for the account of Mr. Paulson.
<PAGE>
Page 6 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: December 28, 1999
PAULSON ACQUISITION LLC
By: /S/ BERNARD A. PAULSON
-----------------------------------------------
Name: Bernard A. Paulson
Title: President and Chief Executive Officer
PAULSON RANCH LTD.
By: PAULSON RANCH MANAGEMENT, L.L.C.
By: /S/ BERNARD A. PAULSON
------------------------------------------
Name: Bernard A. Paulson
Title: Member
/S/ BERNARD A. PAULSON
----------------------------------------------------
Bernard A. Paulson
<PAGE>
Page 7 of 8 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated December 28, 1999 by and
between Paulson Acquisition LLC, Paulson Ranch, Ltd.
and Mr. Bernard A. Paulson............................ 8
Page 8 of 8 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Common Stock of Hitox Corporation of America dated
December 28, 1999 is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Date: December 28, 1999
PAULSON ACQUISITION LLC
By: /s/ Bernard A. Paulson
-------------------------------------
Name: Bernard A. Paulson
Title: President and Chief Executive Officer
PAULSON RANCH LTD.
By: PAULSON RANCH MANAGEMENT, L.L.C.
By: /s/ Bernard A. Paulson
----------------------------
Name: Bernard A. Paulson
Title: Member
/s/Bernard A. Paulson
----------------------------------------------
Bernard A. Paulson
