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, 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)
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 16 Pages
<PAGE>
Page 2 of 16 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 16 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 16 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 16 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 16 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 16 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 16 Pages
This Amendment No. 2 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. 2 shall be deemed an initial filing
for each of Founders Equity, Mr. Loeb and Mr. Bowers (each as defined below).
This Amendment No. 2 supplementally amends the initial statement on Schedule 13D
dated April 27, 1999, and all amendments thereto, filed by Paulson Acquisition,
L.L.C., Paulson Ranch Ltd., and Bernard A. Paulson (the "Initial Statement").
Capitalized terms used but not defined herein shall have the meaning ascribed to
them in the Initial Statement. Information contained herein concerning each
Reporting Person (as defined below) has been provided by each such Reporting
Person. Each Reporting Person assumes no responsibility for the accuracy or
completeness of any information provided by any other Reporting Person. The
Initial Statement is supplementally amended as follows:
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive offices of the Issuer is 722 Burleson Street, Corpus
Christi, Texas 78402.
Item 2. Identity and Background.
This Statement is being filed on behalf of and relates to the
Shares held for the accounts of each of the following persons ("Reporting
Persons"):
(i) Paulson Acquisition LLC ("Paul Acquisition");
(ii) Paulson Ranch, Ltd. ("Paul Ranch);
(iii) Bernard A. Paulson ("Mr. Paulson");
(iv) Founders Equity Securities, Inc. ("Founders
Equity");
(v) Leon S. Loeb ("Mr. Loeb"); and
(vi) Richard L. Bowers ("Mr. Bowers").
Paulson Acquisition is a Delaware limited liability company.
Paulson Acquisition is a wholly owned limited liability company of Paulson
Ranch. The general partner of Paulson Ranch is Paulson Ranch Management, L.L.C.,
a Texas limited company. The members of Paulson Ranch Management, L.L.C. are Mr.
Bernard Paulson and his wife.
The principal business of each of Paulson Acquisition and
Paulson Ranch is investment in securities. Mr. Paulson is the President and
Chief Executive Officer of Paulson Acquisition and as such may be deemed to have
voting and dispositive power over the Shares held for the account of Paulson
Acquisition. Mr. Paulson is a director of the Issuer. The address of the
principal business and principal office of each of Paulson Acquisition, Paulson
Ranch and Mr. Paulson is 3 Ocean Park Drive, Corpus Christi, Texas 78404.
Founders Equity is a Texas corporation. The address of the
principal business and principal office of Founders Equity is 2602 McKinney
Avenue, Suite 220, Dallas, Texas 75202. Set forth in Annex A hereto and
incorporated by reference in response to this Item 2 and elsewhere in this
Schedule 13D as applicable is a list of the executive officers and directors of
Founders Equity.
Mr. Loeb is a United States citizen. Mr. Loeb's present
principal occupation is investing in real estate and securities. The address of
Mr. Loeb's principal business and principal office is 3765 South Alameda Street,
Suite 320, Corpus Christi, Texas 78411.
Mr. Bowers is a United States citizen. Mr. Bowers' present
principal occupation is President and part owner of Western Pigments and
Minerals, Inc. The name and address of the principal business and principal
office in which Mr. Bowers is employed is 711 North Carancahua, Suite 700,
Corpus Christi, Texas 78475.
<PAGE>
Page 9 of 16 Pages
During the past five years, none of the Reporting Persons has
been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which he has been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The amounts used to purchase the Shares are set forth in Annex
B hereto. The sources for such amounts were working capital and personal funds
for Founders Equity and Mr. Loeb, respectively.
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 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 Reporting Persons and Megamin may be deemed to be acting as a group. The
Reporting Persons understand that information regarding Megamin is or will be
contained in a separate Schedule 13D filed by Megamin.
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).
(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).
(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.
(iv) Founders Equity may be deemed the beneficial owner
of 21,000 Shares (approximately .45% of the total number of Shares issued and
outstanding).
(v) Mr. Loeb may be deemed the beneficial owner of
144,600 Shares (approximately 3.1% of the total number of Shares issued and
outstanding).
(vi) Mr. Bowers may be deemed the beneficial owner of
49,900 Shares. Mr. Bowers may be deemed the beneficial owner of an additional
17,500 Shares held for the account of his wife and daughter (approximately 1.4%
in the aggregate of the total number of Shares issued and outstanding).
(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.
<PAGE>
Page 10 of 16 Pages
(iv) Founders Equity may be deemed to have the sole power
to direct the voting and disposition of the 21,000 Shares held for its account.
(v) Mr. Loeb may be deemed to have the sole power to
direct to voting and disposition of the 144,600 Shares held for his account.
(vi) Mr. Bowers may be deemed to have the sole power to
direct the voting and disposition of the 67,400 Shares held for his account and
the accounts of his wife and daughter.
(c) Except for the transactions listed on Annex B
hereto, there have been no transactions effected by (1) Paulson Acquisition,
Paulson Ranch or Mr. Paulson with respect to the Shares since May 3, the date
the Initial Statement was last amended, or (2) any of the other Reporting
Persons since March 29, 1999 (60 days prior to the date hereof).
(d) (i) 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.
(ii) The shareholders of Founders Equity have the right
to participate in the receipt of dividends from, or proceeds from the sale of,
the Shares held for the account of Founders Equity in accordance with their
ownership interests in Founders Equity.
(e) Not applicable.
Each of Paulson Acquisition and Paulson Ranch expressly
disclaims beneficial ownership of the Shares held for the account of Mr. Paulson
and each such Reporting Person expressly disclaims beneficial ownership of all
Shares held for the account of any other Reporting Person. In addition, each
other Reporting Person other than Paulson Acquisition, Paulson Ranch and Mr.
Paulson expressly disclaims ownership of all Shares held for the account of any
other Reporting Person.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Other than as set forth herein, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
and between such persons and any person with respect to any securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
A. Joint Filing Agreement dated May 28, 1999 by and among
Paulson Acquisition LLC, Paulson Ranch Ltd., Bernard A. Paulson, Founders Equity
Securities, Inc., Leon S. Loeb and Richard L.
Bowers.
<PAGE>
Page 11 of 16 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 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 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 Bowers
<PAGE>
Page 12 of 16 Pages
ANNEX A
The following is a list of all of the persons who serve as an
executive officer and director of Founders Equity:
Tom Spackman, President
Scott D. Cook, Chairman and Chief Executive Officer
Each of the above listed persons is a United States citizen. The principal
occupation of each executive officer and director is set forth next to such
person's name and each has a business address c/o Founders Equity, 2602 McKinney
Avenue, Suite 220, Dallas, Texas 75202.
To the best of Founders Equity's knowledge:
(a) None of the above persons directly holds any Shares
(b) None of the above persons has any contracts,
arrangements, understandings or relationships with
respect to the Shares.
<PAGE>
Page 13 of 16 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
HITOX CORPORATION OF AMERICA
<TABLE>
<CAPTION>
Date of Nature of Number of Price Per
For the Account of Transaction Transaction Shares Share
------------------ ----------- ----------- ------ -----
<S> <C> <C> <C> <C>
Mr. Loeb 5/10/99 Buy 5,000 $2.81
-------- 5/06/99 Buy 500 2.75
5/06/99 Buy 800 2.75
5/06/99 Buy 600 2.75
5/06/99 Buy 600 2.75
5/05/99 Buy 500 2.94
5/05/99 Buy 500 2.94
5/05/99 Buy 1,000 2.75
5/05/99 Buy 2,000 2.75
4/30/99 Buy 1,000 3.13
4/30/99 Buy 300 3.00
4/30/99 Buy 500 3.00
4/30/99 Buy 3,000 3.00
4/30/99 Buy 1,000 3.00
4/30/99 Buy 1,500 2.94
4/30/99 Buy 1,500 2.94
4/30/99 Buy 2,000 3.00
4/30/99 Buy 200 2.94
4/30/99 Buy 1,300 2.94
4/30/99 Buy 3,500 2.94
4/30/99 Buy 4,500 2.94
4/30/99 Buy 2,000 2.94
4/30/99 Buy 2,000 2.94
4/30/99 Buy 4,000 2.75
4/30/99 Buy 500 3.00
4/30/99 Buy 1,000 3.00
4/30/99 Buy 1,000 3.00
4/30/99 Buy 1,000 3.00
4/30/99 Buy 1,000 3.00
4/30/99 Buy 2,000 3.00
4/30/99 Buy 1,000 3.00
4/30/99 Buy 2,000 3.00
4/30/99 Buy 500 3.00
4/29/99 Buy 3,000 2.81
4/29/99 Buy 2,000 2.81
4/29/99 Buy 3,700 3.00
4/29/99 Buy 2,000 2.75
4/29/99 Buy 500 3.00
4/29/99 Buy 1,000 3.00
4/29/99 Buy 300 3.00
<PAGE>
Page 14 of 16 Pages
Date of Nature of Number of Price Per
For the Account of Transaction Transaction Shares Share
------------------ ----------- ----------- ------ -----
<S> <C> <C> <C> <C>
Mr. Loeb 4/29/99 Buy 2,500 $3.00
-------- 4/29/99 Buy 500 3.00
4/29/99 Buy 500 2.94
4/28/99 Buy 500 2.75
4/28/99 Buy 200 3.00
4/28/99 Buy 3,300 3.00
4/27/99 Buy 300 2.75
4/26/99 Buy 500 2.75
4/26/99 Buy 4,500 2.88
4/26/99 Buy 500 2.88
4/26/99 Buy 3,000 2.75
4/26/99 Buy 2,000 2.75
4/09/99 Buy 500 2.19
4/09/99 Buy 500 2.19
4/09/99 Buy 500 2.19
4/09/99 Buy 500 2.25
4/09/99 Buy 1,000 2.25
4/09/99 Buy 2,000 2.25
4/09/99 Buy 5,000 2.25
3/31/99 Buy 1,000 2.00
Founders Equity 4/30/99 Buy 5,000 2.94
--------------- 5/03/99 Buy 16,000 2.94
Mr. Bowers 5/06/99 Buy 2,000 2.63
---------- 5/06/99 Buy 300 2.50
5/11/99 Buy 700 2.50
</TABLE>
<PAGE>
Page 15 of 16 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated May 28, 1999 by and among
Paulson Acquisition LLC, Paulson Ranch Ltd., Bernard A.
Paulson, Founders Equity Securities, Inc., Leon S. Loeb
and Richard L. Bowers................................... 16
Page 16 of 16 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 May
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: May 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 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 Bowers
