UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Vulcan International Corporation
--------------------------------
(Name of Issuer)
common
------------------------------
(Title of Class of Securities)
929136109
--------------
(CUSIP Number)
Deliaan A. Gettler
9200 Old Indian Hill Road
Cincinnati, Ohio 45243-3438
(513) 561-4441
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
2-3-98
------
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of rule 13d-1(b)(3) of (4), check on the
following line
------
<PAGE>
SCHEDULE 13D
CUSIP No. 929136
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gettler Family Special 1997 Trust
I.R.S. I.D. #31-6589784
2 CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP (a)
------
(b)
------
Not Applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS
The Trust received $626,000 as a gift from Benjamin Gettler on January
20 and January 23, 1998. On the date of purchase, February 3, 1998, the
Trust paid Benjamin Gettler $600,000 in cash and gave him Promissory
Note in the amount of $5,276,500 for the balance of the purchase price.
5 CHECK LINE IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
(2d) or 2(e)
-----
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hamilton County, Ohio
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
230,000 *Deliaan Gettler, Trustee of Gettler Family Special 1997 Trust
8 SHARED VOTING POWER
Not Applicable
-2-
<PAGE>
9 SOLE DISPOSITIVE POWER
230,000
10 SHARED DISPOSITIVE POWER
Not Applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
-----
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.99%
14 TYPE OF PERSON REPORTING
00 (Trust)
-3-
<PAGE>
VULCAN INTERNATIONAL CORPORATION
--------------------------------
Item 1: Security and Issuer:
This statement refers to the common stock of Vulcan International
Corporation. The Chairman and Chief Executive Officer is
Benjamin Gettler, whose address is 9200 Old Indian Hill Rd.,
Cincinnati, OH 45243-3438.
Item 2: Identity and Background:
The name of the person filing this statement is the Gettler
Family Special 1997 Trust. The Trust was formed on December 17,
1997 in Hamilton County, Ohio. Its address is: 9200 Old Indian
Hill Rd., Cincinnati, OH 45243-3438. The Trustee is Deliaan
Gettler at the same address. It is a Trust set up by Benjamin
Gettler, the husband of Deliaan Gettler for the benefit of
members of the Gettler family. Neither the Trustee nor any
beneficiary of the trust has during the last five years been
convicted in a criminal proceeding or subject to a judgment as
the result of a civil proceeding of a judicial or administrative
body.
Item 3: Source and Amount of Funds for Other Considerations:
The Trust received $626,000 as a gift from Benjamin Gettler on
January 20 and January 23, 1998. On the date of purchase,
February 3, 1998, the Trust paid Benjamin Gettler $600,000 in
cash and gave him a Promissory Note in the amount of $5,276,500
for the balance of the purchase price.
Item 4: Purposes of Transaction:
The purpose of the transaction was for the trust to make an
investment for the benefit of family members.
Item 5: Interest and Securities of the Issuer:
(a) 230,000 shares representing 18.99%
(b) Deliaan Gettler, Trustee, has sole voting and dispositive
power with respect to the securities referred to in
Items 5 (a).
(c) Not Applicable
(d) Not Applicable
(e) Not Applicable
Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer:
Not Applicable
Item 7: Material to be Filed as Exhibits:
Promissory Note from Gettler Family Special 1997 Trust to
Benjamin Gettler dated February 3, 1998.
-4-
<PAGE>
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.
GETTLER FAMILY SPECIAL 1997 TRUST
Dated: February 20, 1998 By:
----------------- ----------------------------------
Deliaan A. Gettler, Trustee
-5-
EX-99
PROMISSORY NOTE
$5,276,500 February 3, 1998
Cincinnati, Ohio
On or before February 3, 2008, for value received, the undersigned
hereby promises to pay to the order of Benjamin Gettler the principal sum
of Five Million Two Hundred Seventy Six Thousand Five Hundred ($5,276,500)
Dollars with interest at the rate of Six Percent (6.0%) per annum on the
unpaid balance. Interest shall be paid at least annually. Principal shall
be payable at least as rapidly as in ten (10) annual installments of Five
Hundred Thousand Dollars ($500,000) each beginning February 28, 1999
and payable on the 28th day of each year thereafter until February 3, 2008
when the remaining principal and any unpaid interest on this note shall be
paid-in-full. This note may be prepaid in whole or in part at any time
without penalty.
This note shall be secured by a pledge of Two Hundred Thirty Thousand
(230,000) shares of voting common stock of Vulcan International Corporation,
a Delaware corporation, issued to Deliaan A. Gettler, Trustee of the Gettler
Family Special 1997 Trust dated December 19, 1997. In the event of default
in the payment of principal or interest on this note when due, the holder
of this note may, at its option, without notice, declare the principal of
this note and the interest accrued thereon to be immediately due and payable
and may proceed to enforce the collection thereof by suit at law or equity
and proceeding to obtain the above-referenced shares of stock of Vulcan
International Corporation. Waiver of any default shall not be deemed a
waiver of any other default or impair the holder's rights arising out of
default.
Presentment, protest and notice are hereby waived.
---------------------------------------
Deliaan A. Gettler, Trustee of the
Gettler Family Special 1997 Trust dated
December 19, 1997
DUE: February 3, 2008
