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)*
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)
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 8 Pages
<PAGE>
Page 2 of 8
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
7 Sole Voting Power
1,353,000
Number of
Shares 8 Shared Voting Power
Beneficially 0
Owned By
Each 9 Sole Dispositive Power
Reporting 1,353,000
Person
With 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*
[ ]
13 Percent of Class Represented By Amount in Row (11)
29.1 %
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 8
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 8
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 8
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 8
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 8
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*
[ ]
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 8
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 June 29, 1996, 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 to the end that Item 4 reads in its entirety as follows:
Item 4. Purpose of Transaction
----------------------
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 (the
"Demand") removing each of Robert J. Cresci, William B. Hayes,
and Michael A. 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. 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 actions of the
Company and the other persons named in the foregoing paragraph
with respect to the Demand are completed and such persons may
no longer be deemed to be acting as a group. Mr. McGougan
shall hereafter no longer be deemed to be a Reporting Person,
and this Amendment No. 3 shall be treated as a final report
for Mr. McGougan.
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
CHRISTOPHER JOHN MCGOUGAN
June 15, 1999 By: /S/ DONALD M. FEFERMAN
_______________________ __________________________________________
Date Donald M. Feferman, pursuant to power of
attorney previously filed as an Exhibit.
