UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Eagle Pacific Industries, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
269710 10 0
(CUSIP Number)
William H. Spell
333 South Seventh Street, Suite 2430
Minneapolis, Minnesota 55402
(612) 371-9650
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 14, 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 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. [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 ("Act") 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).
Page 1 of 8 Pages
<PAGE>
CUSIP No. 269710 10 0 Page 2 of 8 Pages
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
(ENTITIES ONLY)
William H. Spell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF; SC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 566,834 (includes 100,800 shares obtainable
SHARES
BENEFICIALLY upon exercise of stock options)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 51,929
WITH
9 SOLE DISPOSITIVE POWER 566,834 (includes 100,800 shares
obtainable upon exercise of stock options)
10 SHARED DISPOSITIVE POWER
51,929
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,763 (includes 100,800 shares obtainable upon exercise of stock
options)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [X]
Excludes shares beneficially owned by the other members of the group, as
to which Reporting Person disclaims beneficial ownership.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
CUSIP No. 269710 10 0 Page 3 of 8 Pages
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
(ENTITIES ONLY)
Harry W. Spell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF; SC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 375,392 (includes 58,560 shares obtainable
SHARES
BENEFICIALLY upon exercise of stock options)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 30,500
WITH
9 SOLE DISPOSITIVE POWER 374,392 (includes 58,560 shares
obtainable upon exercise of stock options)
10 SHARED DISPOSITIVE POWER
30,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
405,892 (includes 58,560 shares obtainable upon exercise of stock
options)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [X]
Excludes shares beneficially owned by the other members of the group, as
to which Reporting Person disclaims beneficial ownership.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
CUSIP No. 269710 10 0 Page 4 of 8 Pages
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
(ENTITIES ONLY)
Bruce A. Richard
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF; SC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 200,157 (includes 43,560 shares obtainable
SHARES
BENEFICIALLY upon exercise of stock options)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER 200,157 (includes 43,560 shares
obtainable upon exercise of stock options)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,157 (includes 43,560 shares obtainable upon exercise of stock
options)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [X]
Excludes shares beneficially owned by the other members of the
group, as to which Reporting Person disclaims beneficial ownership
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
CUSIP No. 269710 10 0 Page 5 of 8 Pages
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
(ENTITIES ONLY)
Richard W. Perkins
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF; SC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 174,082 (includes 27,140 shares obtainable
SHARES
BENEFICIALLY upon exercise of stock options)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER 174,082 (includes 27,140 shares
obtainable upon exercise of stock options)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,082
(includes 27,140 shares obtainable upon exercise of stock options)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [X]
Excludes shares beneficially owned by the other members of the group, as
to which Reporting Person disclaims beneficial ownership.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4 %
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
Page 6 of 8
ITEM 1. SECURITY AND ISSUER.
This filing relates to Common Stock, $.01 par value, of Eagle Pacific
Industries, Inc. (the "Issuer"), 333 South Seventh Street, Minneapolis,
Minnesota 55402.
ITEM 2. IDENTITY AND BACKGROUND.
No Change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Persons have previously acquired and may in the future
acquire shares of the Issuer's Common Stock from the Issuer in private
placements or upon exercise of options, or in open market or private
transactions, using personal or borrowed funds.
On September 14, 1999, William H. Spell exercised options to purchase
150,000 shares of the Issuer's Common Stock for an aggregate purchase price of
$225,000. Payment of the exercise price was made by delivery to the Issuer of a
Promissory Note in the original principal amount of $225,000, payable quarterly
commencing March 31, 2000 with a final balloon payment on March 31, 2001 and
bearing interest at the interest rate applicable to the Issuer's revolving
credit facility in place during the term of the Note. On September 14, 1999,
Harry W. Spell and Bruce A. Richard each exercised an option to purchase 15,000
shares for an aggregate purchase price of $45,000, which was paid to the issuer
with personal funds.
On September 16, 1999, William H. Spell acquired 30,000 shares of the
Issuer's Common Stock and Messrs. Harry W. Spell, Bruce A. Richard and Richard
W. Perkins each acquired 20,000 shares of Common Stock at a purchase price of
$3.3125 per share. Thirty per cent of the purchase price was paid in cash by
each Reporting Person and each Reporting Person delivered to the Issuer a
five-year Promissory Note for the remaining 70% of the purchase price, which
Note bears interest at the interest rate applicable to the Issuer's revolving
credit facility in place during the term of the Note.
ITEM 4. PURPOSE OF TRANSACTION.
No Change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) William H. Spell beneficially owns 618,763 shares of the Issuer's
Common Stock, representing 8.5% of the shares which would be outstanding
assuming exercise of all exercisable options held by Mr. Spell. Of the shares
beneficially held, 21,429 shares are held by Mr. Spell's wife, 30,500 shares are
held by the Spell Family Foundation, and 100,800 shares may be acquired upon
exercise of currently exercisable options. Mr. Spell has (i) sole voting and
investment power over the 466,034 shares and 100,800 options held by him, (ii)
shared voting and investment power with his wife over the shares held by her,
and (iii) shared voting and investment power with Harry W. Spell over the shares
held by the Spell Family Foundation.
<PAGE>
(b) Harry W. Spell beneficially owns 405,892 shares of the Issuer's
Common Stock, representing 5.6% of the shares which would be outstanding
assuming exercise of all exercisable options held by Mr. Spell. Of the shares
beneficially held, 30,500 shares are held by the Spell Family Foundation and
58,560 shares may be acquired upon exercise of currently exercisable options.
Mr. Spell has (i) sole voting and investment power over the 316,832 shares and
58,560 options held by him and (ii) shared voting and investment power with
William H. Spell over the shares held by the Spell Family Foundation.
(c) Bruce A. Richard beneficially owns 200,157 shares of the Issuer's
Common Stock, representing 2.8% of the shares which would be outstanding
assuming exercise of all exercisable options held by Mr. Richard. Of the shares
beneficially held, 43,560 shares may be acquired upon exercise of currently
exercisable options. Mr. Richard has sole voting and investment power over the
156,597 shares and 43,560 options held by him.
(d) Richard W. Perkins beneficially owns 174,082 shares of the Issuer's
Common Stock, representing 2.4% of the shares which would be outstanding
assuming exercise of all exercisable options held by Mr. Perkins. Of the shares
beneficially held, 11,429 shares are held in a Profit Sharing Trust for Mr.
Perkins benefit and 27,140 shares may be acquired upon exercise of currently
exercisable options. Mr. Perkins has sole voting and investment power over the
135,513 shares and 27,140 options held by him and the 11,429 shares held by the
Profit Sharing Trust.
The following transactions in the Issuer's Common Stock were effected
during the past sixty days:
<TABLE>
<CAPTION>
Date Reporting Person Shares Purchase
Acquired Transaction Price
<S> <C> <C> <C> <C>
9/14/99 William H. Spell 100,000 Option Exercise $ 0.75
9/14/99 William H. Spell 50,000 Option Exercise $ 3.00
9/14/99 Harry W. Spell 15,000 Option Exercise $ 3.00
9/14/99 Bruce A. Richard 15,000 Option Exercise $ 3.00
9/16/99 William H. Spell 20,000 Restricted Stock Grant None
9/16/99 William H. Spell 30,000 Private Purchase from Issuer $3.3125
9/16/99 Harry W. Spell 20,000 Private Purchase from Issuer $3.3125
9/16/99 Bruce A. Richard 20,000 Private Purchase from Issuer $3.3125
9/16/99 Richard W. Perkins 20,000 Private Purchase from Issuer $3.3125
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-
SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
No Change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No Change.
<PAGE>
SIGNATURES
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.
Dated: September 30, 1999.
/s/ William H. Spell
/s/ Harry W. Spell
/s/ Bruce A. Richard
/s/ R. W. Perkins
