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. 5)*
Under the Securities Exchange Act of 1934
TOR MINERALS INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, Par Value $0.25 Per Share
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(Title of Class of Securities)
890878101
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(CUSIP Number)
L. Steven Leshin, Esq.
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
(214) 855-4500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 31, 2000
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(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-l(e), (f) or (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.
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*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).
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CUSIP No. 890878101
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Persons:
Paulson Ranch, Ltd.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ] (b) [x]
3. SEC Use Only
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4. Source of Funds (See instructions) BK
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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
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7. Sole Voting Power 768,574
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Number of Units
Beneficially Owned 8. Shared Voting Power 0
by Each Reporting ---------------
Person With
9. Sole Dispositive Power 768,574
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10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
768,574
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12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (See Instructions) [x]
13. Percent of Class Represented by Amount in Row 11.
14.5%
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14. Type of Reporting Person (See Instructions):
PN; IV
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CUSIP No. 890878101
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Persons:
Bernard A. Paulson
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ] (b) [x]
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<PAGE>
3. SEC Use Only
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4. Source of Funds (See instructions) Not Applicable
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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
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7. Sole Voting Power 871,274
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Number of Units
Beneficially 8. Shared Voting Power 0
Owned by Each ----------------
Reporting Person
With 9. Sole Dispositive Power 871,274
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10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
871,274
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12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (See Instructions)
[x]
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13. Percent of Class Represented by Amount in Row 11.
16.4 %
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14. Type of Reporting Person (See Instructions):
IN; 00
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<PAGE>
Schedule 13D
This Amendment No. 5 to Schedule 13D amends the Schedule 13D, filed December 29,
1999, as previously amended (the "Schedule 13D"), and is being filed pursuant to
Rule 13d-2 of the General Rules and Regulations under the Securities and
Exchange Act of 1934, as amended. Unless otherwise indicated, all capitalized
terms used by not defined herein have the meanings ascribed to such terms in the
Schedule 13D. "No material changes" means no material changes to the response
contained in the Schedule 13D previously filed.
Item 1. Security and Issuer.
No material changes
Item 2. Identity and Background.
No material changes
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable
Item 4. Purpose of Transactions.
This Amendment No. 5 to Schedule 13D relates to shares of Common Stock,
par value $0.25 per share (the "Shares"), of Tor Minerals International, Inc.
(the "Issuer"). This Amendment No. 5 amends the initial statement on Schedule
13D dated April 27, 1999, and all amendments thereto (collectively, the "Prior
Statement"). This Amendment No. 5 is being filed to reflect that in May 2000,
Bernard A. Paulson acquired 2,000 Shares, in August 2000, Mr. Paulson acquired
900 shares, in October 2000, Mr. Paulson acquired 5,700 shares, in November
2000, Mr. Paulson acquired 800 shares and in December, 2000, Mr. Paulson
acquired 11,300 Shares. 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) (ii) Mr. Paulson may be deemed to have the sole power to direct the voting
and disposition of 871,274 (approximately 16.4% 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) 62,700 Shares held for his account and (C) 40,000 Shares issuable upon the
exercise of currently exercisable options held for his account.
(b)(ii) 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 Ranch and
the 102,700 Shares (and securities derivative thereof) held for his account.
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<PAGE>
(c) In November 2000, Mr. Paulson acquired 800 shares at $1.625 per share and in
December, 2000, Mr. Paulson acquired 6,100 Shares at $1.625 per share, 1,000
Shares at $1.376 per share, 1,000 Shares at 1.4375 per share, 2,000 Shares at
1.25 per share and 1,200 Shares at $1.375 per share.
Item 6. Contracts, Arrangements, Understandings or Relationship's with Respect
to Securities of the Issuer.
None
Item 7. Materials to Be Filed as Exhibits.
None
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<PAGE>
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: January 3, 2001
PAULSON RANCH LTD.
By: PAULSON RANCH MANAGEMENT, L.L.C.
By: /s/ Bernard A. Paulson
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Name: Bernard A. Paulson
Title: Member
/s/ Bernard A. Paulson
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Bernard A. Paulson
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