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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 3)
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Under the Securities Exchange Act of 1934
RAMTRON INTERNATIONAL CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
75190710
(CUSIP Number)
Benton Liquidating Trust as defined in the Second
Amended Plan of Reorganization for the Jointly
Administered Debtors of CSI Enterprises, Inc., Energy
Fuels, Ltd., Oren Lee Benton, Energy Fuels Exploration
Company, Nuexco Trading Corporation and Energy Fuels
Mining Joint Venture, pending in the United States
Bankruptcy Court for the District of Colorado,
administered under Case No. 95-11642-CEM.
c/o David J. Beckman, Liquidating Trustee
PricewaterhouseCoopers, LLP
200 East Randolph Drive, Suite 7600
Chicago, Illinois 60601
312/540-1500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 28, 1998
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
<PAGE> 2
<TABLE>
<S> <C> <C> <C>
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CUSIP Nos.: 75190710
SCHEDULE 13D Page 2 of 6
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1 NAME OF REPORTING PERSON
Benton Liquidating Trust as defined in the Second Amended Plan of Reorganization for the
Jointly Administered Debtors of CSI Enterprises, Inc., Energy Fuels, Ltd., Oren Lee
Benton, Energy Fuels Exploration Company, Nuexco Trading Corporation and Energy Fuels
Mining Joint Venture, pending in the United States Bankruptcy Court for the District of
Colorado, administered under Case No. 95-11642-CEM. (a)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
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NUMBER OF 7 SOLE VOTING POWER 1,745,928
SHARES --------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,745,928
REPORTING --------------------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,745,928
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
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14 TYPE OF REPORTING PERSON
00
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</TABLE>
The initial Schedule 13D of the Benton Liquidating Trust filed on November 5,
1997, amended on June 8, 1998 and June 11, 1998, is hereby further amended as
follows:
The amount of shares of Common Stock initially owned directly by the Benton
Liquidating Trust was 2,169,130; after selling 329,509 shares previously on or
about May 28, 1998, the Benton Liquidating Trust owns directly 1,839,621 shares;
after transferring 93,693 shares on or about May 28, 1998 as required by the
Settlement Agreement Regarding Claim of Westinghouse Electric Corporation
annexed hereto as Exhibit 5 and incorporated herein by reference, the Benton
Liquidating Trust owns directly 1,745,928 shares.
Items 2 through 7 of the initial Schedule 13D of the Benton Liquidating Trust
filed on November 5, 1997, and amended on June 8, 1998 and June 11, 1998, are
hereby further amended and restated in their entirety, as follows:
<PAGE> 3
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 3 to Schedule 13D is being filed by the Benton
Liquidating Trust as defined in the Second Amended Plan of Reorganization (the
"Plan") for the Jointly Administered Debtors of CSI Enterprises, Inc., Energy
Fuels, Ltd., Oren Lee Benton, Energy Fuels Exploration Company, Nuexco Trading
Corporation and Energy Fuels Mining Joint Venture, pending in the United States
Bankruptcy Court for the District of Colorado, administered under Case No.
95-11642-CEM., a Colorado trust (the "Benton Liquidating Trust"), as the
beneficial owner of 1,745,928 shares of Common Stock. On or about May 28, 1998,
the Benton Liquidating Trust sold 329,509 shares of Common Stock to a third
party. On or about May 28, 1998, the Benton Liquidating Trust transferred
93,693 shares of Common Stock to the NTC Liquidating Trust, an entity
administered by the trustee of the Benton Liquidating Trust, as required by the
Settlement Agreement Regarding Claim of Westinghouse Electric Corporation
annexed as Exhibit 5 and incorporated herein by reference.
The United States Bankruptcy Court for the District of Colorado has
confirmed the Second Amended Plan of Reorganization for the Jointly Administered
Debtors of CSI Enterprises, Inc., Energy Fuels, Ltd., Oren Lee Benton, Energy
Fuels Exploration Company, Nuexco Trading Corporation and Energy Fuels Mining
Joint Venture, pending in the United States Bankruptcy Court for the District of
Colorado, administered under Case No. 95-11642-CEM (the "Plan"). Pursuant to
the Plan and as of August 31, 1997 (the "Effective Date"), among other things,
2,169,130 shares of Common Stock in Ramtron were transferred to the Benton
Liquidating Trust. The Plan attached as Exhibit 2 to the initial Schedule 13D
filed on November 5, 1997, and amended on June 8, 1998 and June 11, 1998, and
the Benton Liquidating Trust Agreement attached as Exhibit 3 to the initial
Schedule 13D filed on November 5, 1997, and amended on June 8, 1998 and June 11,
1998 are incorporated herein by reference.
The principal business of the Benton Liquidating Trust is to liquidate
assets for the benefit of holders of Allowed Claims, as defined in the Plan. The
principal business address and address of the principal office of the Benton
Liquidating Trust is David J. Beckman, Liquidating Trustee, c/o
PricewaterhouseCoopers, LLP, 200 East Randolph Drive, Suite 7600, Chicago, IL
60601. The beneficiaries of the Benton Liquidating Trust are listed on Exhibit
1 to the initial Schedule 13D filed on November 5, 1997, and amended on June 8,
1998 and June 11, 1998, subject to allowance of such entities' claims against
the Debtor; Exhibit 1 to the initial Schedule 13D filed on November 5, 1997, and
amended on June 8, 1998 and June 11, 1998, is incorporated herein by reference.
The name, citizenship, business address, and present principal occupation
of the Liquidating Trustee of the Benton Liquidating Trust are set forth on
Schedule I to the initial Schedule 13D filed on November 5, 1997, and amended on
June 8, 1998 and June 11, 1998, and incorporated herein by reference.
Neither the Benton Liquidating Trust nor the Liquidating Trustee listed on
Schedule I during the last five years (a) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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
Under the Plan, as described in Item 2, the Benton Liquidating Trust
became entitled to receive 2,169,130 shares of Common Stock in Ramtron.
Page 3 of 6
<PAGE> 4
ITEM 4. PURPOSE OF TRANSACTION
The Benton Liquidating Trust became entitled to receive 2,169,130 shares
of Common Stock in the manner described in Item 3 above. Except as described
below, the Benton Liquidating Trust has no plans or proposals that would result
in (1) the acquisition by any person of additional securities of Ramtron or the
disposition of securities of Ramtron; (2) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation of Ramtron or any
of its subsidiaries; (3) a sale or transfer of a material amount of assets of
Ramtron or any of its subsidiaries; (4) any change in the present board of
directors or management of Ramtron, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the board
of directors of Ramtron; (5) any material change in the present capitalization
or dividend policy of Ramtron; (6) any other material change in the business or
corporate structure of Ramtron; (7) changes in the charter, by-laws or
instruments corresponding thereto of Ramtron, or other actions which may impede
the acquisition of control of Ramtron by any person; (8) any class of
securities of Ramtron being delisted from a national securities exchange or
ceasing to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (9) any class of equity securities
of Ramtron becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (10) any action similar to any of
those enumerated above. The Benton Liquidating Trust, however, reserves its
right to change its plans or intentions at any time and to take any and all
actions that it deems appropriate to maximize the value of its investment
including, among other things, from time to time increasing or decreasing the
number of shares of Common Stock by acquiring additional shares, or by
disposing of all or a portion of the shares of Common Stock in open market or
privately negotiated transactions or otherwise, depending on existing market
conditions and other considerations discussed below. The Benton Liquidating
Trust intends to review its investment in Ramtron on a continuing basis and,
depending upon the price and availability of Common Stock, subsequent
developments affecting Ramtron, the general business and future prospects of
Ramtron, other investment and business opportunities available to the Benton
Liquidating Trust, general stock market and economic conditions, tax
considerations and other factors considered relevant, may decide at any time to
increase or decrease the size of its investment in Ramtron. Ultimately, the
Liquidating Trustee will distribute proceeds from future sale of the Common
Stock to the beneficiaries of the Benton Liquidating Trust.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of May 20, 1999, the Benton Liquidating Trust beneficially owns
1,745,928 shares of Common Stock, which constitute approximately 2.9% of the
60,428,000 Common Stock estimated to be outstanding as of May 14, 1999. Of the
1,745,928 shares of Common Stock, 703,316 shares are subject to a lien in favor
of Union Bank of Switzerland and the terms of the put and call agreements
specified in the Settlement Agreement approved by the Court on August 18, 1997,
attached as Exhibit 4 to Amendment No. 2 filed by the NTC Liquidating Trust on
or about June 17, 1998, and incorporated herein by reference.
(b) The Benton Liquidating Trust, through its ownership of 1,745,928 shares
of Common Stock, may be deemed to have the sole power to vote or direct the vote
and dispose or direct the disposition of 1,745,928 shares of Common Stock.
(c) During the past 60 days, the Benton Liquidating Trust has not effected
any transactions relating to the Common Stock, except as described in Items 2
and 3.
(d) Not applicable.
(e) Not applicable.
Page 4 of 6
<PAGE> 5
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The trustee for the Benton Liquidating Trust is also the trustee for the
NTC Liquidating Trust, an entity that owns 4,621,867 shares in Ramtron and is
the beneficial holder of warrants for 2,961,216 shares of Common Stock in
Ramtron. Because the same trustee administers the Benton Liquidating Trust and
the NTC Liquidating Trust, the two trusts could be considered a group for
purposes of Section 13d. The Benton Liquidating Trust, however, disclaims that
it and the NTC Liquidating Trust are a group for purposes of Section 13d. Of
the 1,745,928 shares of Common Stock owned by the Benton Liquidating Trust,
703,316 shares are subject to a lien in favor of Union Bank of Switzerland and
the terms of the put and call agreements specified in the Settlement Agreement
approved by the Court on August 18, 1997, attached as Exhibit 4 to Amendment No.
2 filed by the NTC Liquidating Trust on or about June 17, 1998, and incorporated
herein by reference, as described in the Plan (Exhibit 2 to Schedule 13D filed
on November 5, 1997 and the Benton Liquidating Trust Agreement (Exhibit 3 to
Schedule 13D filed on November 5, 1997. The Benton Liquidating Trust does not
have any contract, arrangement, understanding, or relationship with any other
person with respect to any security of Ramtron, other than as described in this
Amendment No. 3 to Schedule 13D or in exhibits to the initial Schedule 13D
filed on November 5, 1997 and amended on June 8, 1998 and June 11, 1998.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1. List of beneficiaries of the Benton Liquidating Trust.*
2. Second Amended Plan of Reorganization for the Jointly
Administered Debtors of CSI Enterprises, Inc., Energy
Fuels, Ltd., Oren Lee Benton, Energy Fuels Exploration
Company, Nuexco Trading Corporation and Energy Fuels Mining
Joint Venture, pending in the United States Bankruptcy
Court for the District of Colorado, administered under Case
No. 95-11642-CEM, attached as Exhibit 2 to Schedule 13D
filed by the NTC Liquidating Trust on November 5, 1997.*
3. Benton Liquidating Trust Agreement, as amended.*
4. Settlement Agreement approved by the Court on August 18,
1997, attached as Exhibit 4 to Amendment No. 2 to Schedule
13D filed by the NTC Liquidating Trust on June 17, 1998.*
5. Settlement Agreement Regarding Claim of Westinghouse
Electric Corporation.
</TABLE>
* Previously filed.
* * * * * *
Page 5 of 6
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 3 to Schedule 13D
is true, complete and correct.
Dated: May 19, 1999
Benton Liquidating Trust as defined in the
Second Amended Plan of Reorganization for
the Jointly Administered Debtors of CSI
Enterprises, Inc., Energy Fuels, Ltd., Oren
Lee Benton, Energy Fuels Exploration
Company, Nuexco Trading Corporation and
Energy Fuels Mining Joint Venture, pending
in the United States Bankruptcy Court for
the District of Colorado, administered
under Case No. 95-11642-CEM.
By: /s/ David J. Beckman
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David J. Beckman, not individually, but
solely as Liquidating Trustee
Page 6 of 6
<PAGE> 1
EXHIBIT 5
SETTLEMENT AGREEMENT REGARDING CLAIM OF
WESTINGHOUSE ELECTRIC CORPORATION
THIS SETTLEMENT AGREEMENT ("Settlement Agreement") is entered into by the
Official Creditors' Committee for CSI Enterprises, Inc. and the
Jointly-Administered Debtors (the "Committee") on behalf of Oren L. Benton
("Benton"), CSI Enterprises, Inc. ("CSI"), NUEXCO Trading Corporation ("NTC"),
Energy Fuels Exploration Company ("EFEX"), Energy Fuels, Ltd. ("EFL"), and
Energy Fuels Mining Joint Venture ("EFMJV") (collectively, the "Bankruptcy
Estates") by and through their undersigned counsel and Westinghouse Electric
Corporation ("Westinghouse").
RECITALS
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A. On February 23, 1995, Benton, CSI, NTC, EFEX and EFL filed the
above-captioned cases under chapter 11 of the United States Bankruptcy Code
(the "Case(s)") in the Bankruptcy Court for the District of Colorado (the
"Bankruptcy Court"). The Benton, CSI, NTC, EFEX and EFL Cases are
jointly-administered under chapter 11 Case No. 95-11642-CEM. On August 12, 1996,
EFMJV filed a case under chapter 11 of the Bankruptcy Code and on August 22,
1996, the Bankruptcy Court ordered the EFMJV Case to be jointly administered
with the Benton, CSI, NTC, EFEX and EFL Cases.
B. On September 6, 1995, Westinghouse filed Proofs of Claim against the
Benton Estate in the amount of $8,230,683 designated as Claim No. 52 and against
the NTC Estate in the amount of $8,271,485 designated as Claim No. 78 (the
"Westinghouse Claim").
C. The Committee and Westinghouse have been actively engaged in
settlement discussions and desire to resolve all disputes regarding the
Westinghouse Claim by entering into this Settlement Agreement.
SETTLEMENT AGREEMENT
--------------------
NOW, THEREFORE, the Committee and Westinghouse agree as follows:
1. Allowance of Claims. Westinghouse shall be allowed (i) a
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pre-petition, general unsecured claim against the NTC Estate of $8,634,545 (the
"NTC Allowed Claim") and (ii) a pre-petition, partially secured claim against
the Benton Estate in the amount of $8,360,374 (the "Benton Allowed Claim" and
together with the NTC Allowed Claim, the "Allowed Claims") in full and complete
satisfaction of the Westinghouse Claim. The Benton Allowed Claim
<PAGE> 2
is secured by 736,842 shares of stock in Uranium Resources, Inc. ("URI") and
1,239,793 shares of stock in Ramtron which shall be applied to reduce the
Benton Allowed Claim. The Allowed Claims represent all claims Westinghouse
holds against the Bankruptcy Estates and any other claims or scheduled amounts
against any of the Bankruptcy Estates shall be disallowed. The Allowed Claims
shall be calculated as follows:
<TABLE>
<CAPTION>
Obligation NTC Benton
---------- --- ------
<S> <C> <C>
Principal $7,803,913 $7,803,913
Pre-petition interest 426,770 426,770
Post-petition interest -0- 663,332
Cylinder Washing 40,802 -0-
Cash Preference 200,000 -0-
Uranium Preference 163,060 -0-
---------- ----------
Subtotal: $8,634,545 $8,894,015
Less 6% discount -0- 533,641
---------- ----------
Total: $8,634,545 $8,360,374
========== ==========
</TABLE>
2. Preference Return. Westinghouse acknowledges that it received a
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preference in the amount of $363,060 (the "Preference Amount") which shall be
recovered as set forth in paragraph 5 below. The NTC Allowed Claim shall be
increased by the Preference Amount. Westinghouse shall fund repayment of the
Preference Amount solely from the proceeds of the liquidation of the collateral
held by it as set forth in paragraph 5 below. The preference recovery has been
taken into account in determining the amount of the Allowed Claims in paragraph
1 by increasing the NTC Allowed Claim, but not the Benton Allowed Claim.
3. Adjustment to Guarantees Against the Bankruptcy Estates. Westinghouse
-------------------------------------------------------
is the beneficiary of a Guaranty executed by Benton. The amount of the Benton
Allowed Claims have been reduced by six percent (6%) to account for a
compromise between Westinghouse and the Benton Estate in respect of the
Guaranty and in consideration of the waiver by the Estates of potential
fraudulent conveyance claims against Westinghouse.
4. Interest and Attorneys' Fees. Westinghouse shall receive pre-petition
----------------------------
interest of $853,540 and post-petition interest of
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<PAGE> 3
$663,332 (which constitutes post-petition interest through February 23, 1996
accrued against the Benton Estate) as part of its Allowed Claims. No interest
shall accrue after February 23, 1996 through the Effective Date as defined in
the Plan of Reorganization for the Jointly Administered Debtors (the "Plan").
Interest will then accrue from and after the Effective Date at _____ percent
per annum. Westinghouse shall not receive any use charges or attorneys' fees.
5. Distribution on Secured Guaranty. The URI and Ramtron stock shall be
--------------------------------
sold at a public or private sale by Westinghouse. The URI stock has been
liquidated at $9.54 per share, generating sale proceeds of $7,029,473, which
shall be applied in full to the Benton Allowed Claim. The Estates have the right
to purchase the Ramtron stock from Westinghouse by paying to Westinghouse the
amount of the secured portion of the Benton Allowed Claims plus (if not already
repaid) the Preference Amount.
The parties hereto agree to permit Westinghouse and the Estates to
receive the proceeds of the URI and Ramtron stock. Westinghouse will consult
with and obtain the opinion of the Blackstone Group prior to consummating the
sale of the Ramtron stock. The proceeds of the sale of the URI stock have been
distributed to Westinghouse. The proceeds of the sale of the Ramtron stock
shall be allocated (i) first, to the costs of sale, (ii) then, to the NTC
Estate, until the NTC Estate shall have received $363,060, (iii) then, to
Westinghouse, until the secured portion of the Benton Allowed Claim shall be
satisfied, and (iv) finally, any excess shall be paid to the Benton Estate. Upon
satisfaction of the secured portion of the Benton Allowed Claim, the NTC
Allowed Claim shall be disallowed.
6. Release of Claims. The Bankruptcy Estates by this Settlement
-----------------
Agreement shall be deemed to release all other avoidance actions or claims
except as expressly provided herein against Westinghouse. Westinghouse shall
release all claims against the Bankruptcy Estates, the Committee and their
respective professionals except to the extent of the claims allowed herein.
7. Bankruptcy Court Approval. The parties agree that this Settlement
-------------------------
Agreement is contingent upon approval by the Bankruptcy Court and entry of an
order granting the Committee's Motion for Approval of the Settlement Agreement.
8. Dismissal of Ancillary Actions. The Order approving this Settlement
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Agreement also shall dismiss any and all pending contested matters or adversary
proceedings between the Bankruptcy Estates, the Committee, and Westinghouse.
9. Consent to Settlement Agreement. The Bankruptcy Estates and the
-------------------------------
Committee are fully apprised of the merits of the Westinghouse Claim, support
the approval of this Settlement
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<PAGE> 4
Agreement, and waive any notice of this Settlement Agreement that may be
required.
10. Representations. The parties represent that they are the proper
---------------
parties to enter into this Settlement Agreement and that, other than Bankruptcy
Court approval, they possess all requisite power and authority to enter into
this Settlement Agreement, through their respective attorneys. Westinghouse
further represents that it is the only party entitled to receive payment with
respect to the Westinghouse Claim, that it owns the Westinghouse Claim and that
it has not assigned the Westinghouse Claim.
11. Waiver of Notice. The parties agree that they will request the
----------------
Bankruptcy Court to enter an order approving the Settlement Agreement without
further notice or hearing to expedite confirmation of the Plan or any of the
Bankruptcy Estates' plan(s) of reorganization.
12. Further Assurances. The parties agree that they will cooperate in
------------------
executing all documents necessary to effectuate this Settlement Agreement.
13. Integration and Amendment. This Settlement Agreement constitutes the
-------------------------
entire agreement entered into by the parties regarding the subject matter
hereof and may not be amended, altered, modified or otherwise changed except by
writing executed by a duly authorized representative of each of the parties
hereto. Any material modification shall be subject to the approval of the
Bankruptcy Court. This Settlement Agreement shall in no event be construed or
deemed to be evidence of any admission on the part of anyone.
14. Counterparts. This Settlement Agreement may be executed in any
------------
number of counterparts, each of which shall be an original, and all of which
when taken together shall constitute one and the same document.
15. Governing Law. This Settlement Agreement shall be governed by and
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construed in accordance with the laws of the State of Colorado, except to the
extent that it is governed by the United States Bankruptcy law.
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<PAGE> 5
16. Jurisdiction and Venue. The Bankruptcy Court shall have jurisdiction
----------------------
to resolve all disputes concerning the interpretation and enforcement of this
Settlement Agreement.
DATED this ___th day of _____________, 1997.
SETTLED AND AGREED TO BY:
LeBOEUF, LAMB, GREENE & MacRae, L.L.P.
BY: /s/ James L. Huemoeller
-------------------------------------
Carl A. Eklund, #3399
James L. Huemoeller, #14554
Thomas M. Kim, CA Bar No. 139110
633 17th Street, Suite 2000
Denver, Colorado 80202
Telephone: (303) 291-2600
Facsimile: (303) 297-0422
ATTORNEYS FOR THE OFFICIAL JOINT
CREDITORS' COMMITTEE
WESTINGHOUSE ELECTRIC CORPORATION
BY: /s/ R. L. Caruso
-------------------------------------
R. L. Caruso
Title: Director, Business Unit Credit
4350 Northern Pike
Monroeville, Pennsylvania 15146
Telephone: (412) 374-2408
Facsimile: (412) 374-3094
ATTORNEYS FOR WESTINGHOUSE ELECTRIC
CORPORATION
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