<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
HOLNAM INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
436429 10 4
(CUSIP Number)
Joseph W. Schmidt, Esq.
Whitman Breed Abbott & Morgan
200 Park Avenue
New York, New York 10166
(212) 351-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22, 1994
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 16 Pages
Exhibit Index on Page 8
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 436429 10 4 Page 2 of 16 Pages
<TABLE>
<CAPTION>
<S> <C> <C>
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Thomas Schmidheiny
2 Check The Appropriate Box If A Member Of A Group* (a) [x]
(b) [ ]
3 SEC Use Only
4 Source Of Funds*
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ]
6 Citizenship Or Place Of Organization
Switzerland
</TABLE>
<TABLE>
<S> <C>
Number of 7 Sole Voting Power
Shares 1,062.0828**
Beneficially 8 Shared Voting Power
Owned by 0
Each 9 Sole Dispositive Power
Reporting 1,062.0828**
Person 10 Shared Dispositive Power
with 0
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,062.0828**
12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in row (11)
100%
14 Type of Reporting Person*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 5(a) HEREOF.
<PAGE>
SCHEDULE 13D
CUSIP No. 436429 10 4 Page 3 of 16 Pages
<TABLE>
<CAPTION>
<S> <C> <C>
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
'Holderbank' Financiere Glaris, Ltd.
2 Check The Appropriate Box If A Member Of A Group* (a) [x]
(b) [ ]
3 SEC Use Only
4 Source Of Funds*
BK, AF
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ]
6 Citizenship Or Place Of Organization
Switzerland
</TABLE>
<TABLE>
<S> <C>
Number of 7 Sole Voting Power
Shares 1,062.0828**
Beneficially 8 Shared Voting Power
Owned by 0
Each 9 Sole Dispositive Power
Reporting 1,062.0828**
Person 10 Shared Dispositive Power
with 0
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,062.0828**
12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in row (11)
100%
14 Type of Reporting Person*
HC, CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 5(a) HEREOF.
<PAGE>
SCHEDULE 13D
CUSIP No. 436429 10 4 Page 4 of 16 Pages
<TABLE>
<CAPTION>
<S> <C> <C>
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Holdernam Inc.
2 Check The Appropriate Box If A Member Of A Group* (a) [x]
(b) [ ]
3 SEC Use Only
4 Source Of Funds*
AF
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
</TABLE>
<TABLE>
<S> <C>
Number of 7 Sole Voting Power
Shares 1,062.0828**
Beneficially 8 Shared Voting Power
Owned by 0
Each 9 Sole Dispositive Power
Reporting 1,062.0828**
Person 10 Shared Dispositive Power
with 0
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,062.0828**
12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in row (11)
100%
14 Type of Reporting Person*
HC, CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 5(a) HEREOF.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value
$.01 per share (the "Company Common Stock"), of Holnam Inc. (the
"Company"), the principal executive offices of which are located at 6211
North Ann Arbor Road, Dundee, Michigan 48131.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Thomas Schmidheiny
("Schmidheiny"), "Holderbank" Financiere Glaris Ltd., a Swiss
corporation ("Holderbank"), and Holdernam Inc., a Delaware corporation
("Holdernam"). Through various Swiss entities, legally or beneficially,
directly or indirectly, Schmidheiny holds approximately 48% of
Holderbank's voting stock. Schmidheiny's address is Zuercherstrasse 170,
CH-8645 Jona, Switzerland. Holderbank's principal offices are located at
Insel 14, CH-8750 Glaris, Switzerland. Holdernam is a wholly-owned
subsidiary of Holderbank with its principal offices at 6211 North Ann
Arbor Road, Dundee, Michigan 48131 (telephone: (313) 529-2411).
Holderbank, through its subsidiaries and affiliates, ranks
as one of the largest cement manufacturers and suppliers in the world with
a presence in 30 countries.
Neither Schmidheiny, Holderbank nor Holdernam has
during the last five years been convicted in a criminal proceeding or been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction that resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, U.S. federal or state securities laws or finding any violation
with respect to such laws.
Listed on the attached Annex A are the only directors and
executive officers of Holderbank and Holdernam, together with their
positions at Holderbank and Holdernam, their residences and -- where
appropriate -- business addresses and their citizenship.
<PAGE>
None of these directors and executive officers has been
convicted in a criminal proceeding in the past five years (not including
traffic violations and similar minor matters) and none has been the subject
of proceedings under U.S. federal or state securities laws which resulted
in the issuance of a judgment, order or decree. Except for Peter Byland
and Anton E. Schrafl, who are directors of the Company, none of these
directors and executive officers has any interest in the Company's
securities or other involvement with the Company except through his
positions with Holderbank or Holdernam.
Holderbank has presently issued and outstanding
14,100,000 shares of voting stock. Of these, 10,100,000 are registered
shares and 4,000,000 non-registered or bearer shares. Each registered and
bearer share is entitled to one vote on matters submitted to a vote of
stockholders. At December 31, 1993, Schmidheiny held through various
Swiss entities, legally or beneficially, directly or indirectly, an aggregate
of approximately 6,715,480 registered and 123,642 non-registered or
bearer shares constituting approximately 48% of Holderbank's voting
stock. Holders of bearer shares are not generally known by Holderbank.
However, holders of registered shares can be identified. Based on the
share register, in addition to Schmidheiny, Swiss entities controlled by
Societe Suisse de Ciment Portland S.A., a publicly-held Swiss corporation
("SSCP"), are the sole holders of registered shares corresponding to more
than five percent of the voting stock of Holderbank. Through various
entities, legally or beneficially, directly or indirectly, SSCP holds
approximately 9% of Holderbank's voting stock. Schmidheiny is also a
director of SSCP. SSCP's address is 23, Faubourg de l'hopital, 2000
Neuchatel, Switzerland.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Holderbank has provided the necessary funds to pay the
minority stockholders (the "Public Stockholders") of the Company (other
than those who perfected their dissenters' appraisal rights) for the shares
of Company Common Stock held by them from borrowings under existing
lines of credit which are more than sufficient for this purpose.
Holderbank made these funds available to Holdernam as a contribution to
the capital of Holdernam.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
As of the close of business on February 22, 1994,
Holcem Inc., a Delaware corporation and a wholly-owned subsidiary of
Holdernam with its principal offices located at 6211 North Ann Arbor
Road, Dundee, Michigan 48131 ("Holcem"), was merged with and into
the Company (the "Merger") pursuant to Section 253 of the General
Corporation Law of the State of Delaware with the result that the separate
corporate existence of Holcem ceased, Holdernam became the owner of
100% of the outstanding equity of the Company and each outstanding
share of Company Common Stock (other than any shares owned by
Holcem or held by stockholders who perfected their dissenters' appraisal
rights) was converted into the right to receive $7.65 in cash from
Holdernam.
Following the Merger, (i) the Company's restated
certificate of incorporation was amended to change the authorized capital
stock from 200,000,000 shares of Company Common Stock and
50,000,000 shares of preferred stock to 2,000 shares of Company
Common Stock, of which 1,000 shares are issued to Holdernam, and
2,000 shares of preferred stock, of which 1,034.71333 shares are issued to
Holdernam; (ii) the Company Common Stock was removed from listing
on the New York Stock Exchange, Inc.; and (iii) the Company is
terminating its reporting obligations under the Securities Exchange Act of
1934, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the Merger, Holdernam currently owns
1,000 shares (the "Shares") of Company Common Stock, representing
100% of the outstanding Company Common Stock as of the close of
business on February 22, 1994. In addition, as a result of the Merger,
Holdernam owns 1,034.71333 shares of preferred stock of the Company
which are convertible at a conversion price of $832.50 per share into
62.0828 shares of Company Common Stock. Thus, Holdernam may be
deemed to own 1,062.0828 shares of Company Common Stock, as
determined in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended. Because Holdernam is a wholly-owned
subsidiary of Holderbank, Holderbank and Schmidheiny may also be
considered beneficial owners of the Shares.
<PAGE>
(b) Holdernam has the power to vote and dispose of the
Shares.
(c) In order to effectuate the Merger, on January 7,
1994, Holdernam transferred 128,491,701 shares of Company Common
Stock and 620,828 shares of preferred stock of the Company then owned
by it to its newly-formed wholly-owned subsidiary, Holcem, in exchange
for all the equity of Holcem. As a result of the Merger, as of the close of
business on February 22, 1994, Holdernam became the owner of the
Shares (as well as 1,034.71333 shares of preferred stock of the Company
which are convertible at a conversion price of $832.50 per share into
62.0828 shares of Company Common Stock). There have been no other
transactions by Schmidheiny, Holderbank or Holdernam in the Company
Common Stock during the past 60 days.
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from or the proceeds from
the sale of the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Page Number
A. Certificate of Ownership and Merger of Holcem Inc. 13
with and into Holnam Inc.
<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.
HOLDERNAM INC., for itself and on
behalf of THOMAS SCHMIDHEINY
and "HOLDERBANK" FINANCIERE
GLARIS LTD.
Date: February 23, 1994
By:/s/ Peter Byland
......................................
NAME: PETER BYLAND
TITLE: PRESIDENT
<PAGE>
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AND POSITION; BUSINESS RESIDENCE
CITIZENSHIP ADDRESS ADDRESS
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
HOLDERBANK
Thomas Schmidheiny Holderbank Fuchsenbergstrasse 40
Chairman, Managing Director and CH-8645 Jona, Switzerland CH-8645 Jona, Switzerland
Chairman of the Executive
Committee
Swiss citizen
Dr. Anton E. Schrafl Holderbank Schlossbergstrasse 23
Deputy Chairman CH-8001 Zurich, Switzerland CH-8702 Zollikon, Switzerland
Swiss citizen
Dr. Max D. Amstutz Holderbank Villa LeToit
Director and Vice Chairman of the CH-1298 Celigny, Switzerland CH-1268 Begnins, Switzerland
Executive Committee
Swiss citizen
Dr. Konrad Auer
Director
Swiss citizen
E. Fritz Hoffmann CH-8052 Zurich, Switzerland
Director
Swiss citizen
Dr. Erwin Machler
Director
Swiss citizen
Giorgio Montandon Cementeria de Merone S.p.A.
Director 20122 Milano, Italy
Swiss citizen
Prof. Dr. Angelo Pozzi Mellingerstrasse 1
Director CH-5400 Baden, Switzerland
Swiss citizen
<PAGE>
Dr. Jean-Claude Wenger Seegartenstrasse 2
Director CH-8034 Zurich, Switzerland
Swiss citizen
Peter G. Wodtke
Director
U.S. citizen
Peter Byland Holderbank Langackerstrasse 181
Member of the Executive CH-8645 Jona, Switzerland CH-8704 Herrliberg, Switzerland
Committee and Executive Vice
President
Swiss citizen
Urs Bieri Holderbank Hombrechtikerstrasse 58
Director and Member of the CH-8645 Jona, Switzerland CH-8645 Jona, Switzerland
Executive Committee
Swiss citizen
Andreas Pestalozzi Holderbank
Member of the Executive CH-8645 Jona, Switzerland
Committee
Swiss citizen
Markus Akermann
Member of the Executive
Committee
Benoit H. Koch
Member of the Executive
Committee
Holdernam
Peter Byland see above see above
Director, Chairman of the Board
and President
<PAGE>
Urs Bieri see above see above
Director
Dr. Max D. Amstutz see above see above
Director
Claude Rosset Holderbank Meienbergstrasse 67B
Vice President CH-8645 Jona, Switzerland CH-8645 Jona, Switzerland
Swiss citizen
Kent D. Jensen Holnam Inc. 1772 Stoneridge Drive
Treasurer 6211 N. Ann Arbor Road Saline, Michigan 48176
U.S. citizen Dundee, Michigan 48131
Pierre F. Haesler Holderbank Sonnenblickstrasse 30
Secretary CH-8645 Jona, Switzerland CH-8645 Jona, Switzerland
Swiss citizen
</TABLE>
<PAGE>
EXHIBIT A
CERTIFICATE OF OWNERSHIP AND MERGER
OF
HOLCEM INC.
(a Delaware corporation)
INTO
HOLNAM INC.
(a Delaware corporation)
(filed pursuant to Section 253 of
the General Corporation Law of
the State of Delaware)
The undersigned hereby certify that:
(1) Holnam Inc. ('Holnam) was incorporated on the 8th day of May, 1981
under the name HOFI North America Inc. pursuant to the General Corporation Law
of the State of Delaware.
(2) Holcem Inc., a corporation incorporated on the 23rd day of December,
1993 pursuant to the General Corporation Law of the State of Delaware ('Holcem),
owns more than 90% of the issued and outstanding shares of common stock, par
value $.01 per share, of Holnam and 100% of the issued and outstanding shares of
7% Cumulative Convertible Preferred Stock, par value $.10 per share, of Holnam,
which constitute all the outstanding classes of stock of Holnam.
(3) The directors of Holcem, at a meeting duly called and held on January
7, 1994, unanimously adopted the following resolutions authorizing the merger of
Holcem with and into Holnam (the 'Merger) and the amendment of the Restated
Certificate of Incorporation, as amended, of Holnam:
MERGER OF HOLCEM WITH HOLNAM
RESOLVED, that, pursuant to Section 253 of the General Corporation Law of
the State of Delaware (the 'DGCL), Holcem merge (the 'Merger) with and into
Holnam Inc., a Delaware corporation ('Holnam).
RESOLVED, that at the effective time of the Merger each outstanding share
of common stock of Holnam (other than any shares owned by Holcem and subject to
the rights of stockholders of Holnam who perfect their dissenters' appraisal
rights) be converted into the right to receive $7.65 in cash (the 'Cash
Consideration) upon the surrender of the certificates for such shares of common
stock of Holnam to the paying agent for Holdernam Inc.
RESOLVED, that this Board of Directors has reviewed and considered such
information from and related to Holnam and concerning the Merger as it deemed
relevant and appropriate, and a presentation by and the opinion of Merrill
Lynch, Pierce, Fenner & Smith, dated January 7, 1994 and addressed to Holcem and
certain affiliates of Holcem, concerning the fairness of the Cash Consideration
to be received by the stockholders of Holnam other than Holcem and, on the basis
of such review and consideration, this Board of Directors finds the Merger to be
fair to the stockholders of Holnam other than Holcem.
RESOLVED, that upon the surrender by Holdernam Inc., a Delaware corporation
and the owner of all the issued and outstanding capital stock of Holcem
('Holdernam), of the certificates for the shares of common stock of Holcem to
the paying agent after the effective time of the Merger, Holnam shall deliver or
cause to be delivered to Holdernam certificates for (a) 1,000 shares of common
stock of Holnam in lieu of the 128,491,701 shares of common stock of Holnam held
by Holcem prior to the Merger, and (b) 1,034.71333 shares of 7% Cumulative
Convertible Preferred Stock of Holnam in lieu of the 620,828 shares of the 7%
Cumulative Convertible Preferred Stock of Holnam held by Holcem prior to the
Merger, which newly issued certificates shall represent all the issued and
outstanding equity securities of Holnam immediately after the Merger.
RESOLVED, that the stockholders of Holnam other than Holcem shall have
appraisal rights as set forth in Section 262 of the DGCL.
RESOLVED, that the proper officers of Holcem are authorized to execute,
acknowledge, file and record a certificate of ownership and merger in accordance
with the requirements of Section 253 of the DGCL (the 'Certificate of Ownership
and Merger) and to cause the Merger to become effective, all without further
action by this Board of Directors.
RESOLVED, that at any time before the Certificate of Ownership and Merger
is filed with the Secretary of State of the State of Delaware, this Board of
Directors may amend these resolutions and abandon the Merger, all in the manner
and to the extent permitted by Sections 253(c) and 251(d) of the DGCL.
AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF HOLNAM
RESOLVED, that upon the effectiveness of the Merger, the restated
certificate of incorporation, as amended, of Holnam be amended as follows:
(a) The preamble of Article FOURTH shall be amended so that, as amended,
said preamble shall be and read as follows:
<PAGE>
'FOURTH: The total number of shares of stock of all classes which the
corporation is authorized to issue is 4,000 shares, consisting of 2,000 shares
of Common Stock, par value $.01 per share (the Common Stock'), and 2,000 shares
of Preferred Stock, par value $.10 per share (the Preferred Stock'). The voting
powers, designations, preferences, relative rights, qualifications, limitations
and restrictions of each class shall be as follows:
(b) The resolutions set forth in the Certificate of Designation of the 7%
Cumulative Convertible Preferred Stock, par value $.10 per share (the 'Series A
Preferred), of Holnam dated as of June 2, 1993 shall be amended as follows:
(i) The Series A Preferred shall consist initially of 1,000 shares instead
of the 600,000 shares currently provided in the first and tenth such resolutions
and the 10,150 shares and 10,678 shares of Series A Preferred Stock issued on
August 15 and November 15, 1993, respectively, as dividends shall instead
aggregate 34.71333 shares;
(ii) The form of stock certificate annexed thereto as Exhibit A shall be
amended to the extent necessary to reflect the changes in the Series A Preferred
set forth herein;
(iii) The annual preferential cumulative dividend per share set forth in
the third such resolution shall be changed from $3.50 per share to $2,100.00 per
share effective as of the date hereof;
(iv) The preferential distribution provided in clause (x) of the fifth such
resolution shall be changed from $50 per share to $30,000 per share;
(v) The number of shares of Common Stock into which each share of Series A
Preferred may be converted shall be changed from 13.5 shares set forth in the
sixth such resolution to 0.06 shares; and
(vi) The table of Redemption Prices set forth in the seventh such
resolution is replaced in its entirety by the following table:
REDEMPTION
<TABLE>
<S> <C>
Redemption Date Price Per
Share
From May 15, 1997 to May 14, 1998.................................. $31,260
From May 15, 1998 to May 14, 1999.................................. $31,050
From May 15, 1999 to May 14, 2000.................................. $30,840
From May 15, 2000 to May 14, 2001.................................. $30,630
From May 15, 2001 to May 14, 2002.................................. $30,420
From May 15, 2002 to May 14, 2003.................................. $30,210
On or after May 15, 2003........................................... $30,000
</TABLE>
(4) The Merger has been duly approved by the sole stock-
holder of Holcem at a meeting duly called and held on January 7, 1994.
(5) The Restated Certificate of Incorporation, as amended, of
Holnam, further amended as provided in paragraph (3) above, shall be the
certificate of incorporation of the surviving corporation.
(6) The Merger shall become effective as of the close of
business on the date on which this Certificate of Ownership and Merger is
filed with the Secretary of State of the State of Delaware, at which time
Holcem shall merge with and into Holnam, which, as the surviving
corporation, shall continue its corporate existence under the laws of the State
of Delaware under its current name, Holnam Inc.
IN WITNESS WHEREOF, Holcem Inc. has caused this Certi-
ficate of Ownership and Merger to be signed in its corporate name by its
President and attested by its Secretary, and each signatory acknowledges,
under penalties of perjury, that this instrument is the act and deed of Holcem
Inc. and that the facts stated herein are true as of the 22nd day of February,
1994.
HOLCEM INC.
By: /s/Peter Byland
.............................
NAME: PETER BYLAND
TITLE: PRESIDENT
ATTEST:
/s/Pierre F. Haesler
..................................
NAME: PIERRE F. HAESLER
TITLE: SECRETARY
