MAVERICK TUBE CORPORATION
SC 13D, 1997-01-13
STEEL PIPE & TUBES
Previous: FI TEK V INC, 10QSB, 1997-01-13
Next: ALLIED DEVICES CORP, 10KSB40, 1997-01-13



<PAGE>   1

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549


                                 SCHEDULE 13D


                  UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO. 2)*


                          Maverick Tube Corporation
- --------------------------------------------------------------------------------
                               (Name of Issuer)


                         Common Stock $.01 par value
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                   57791410
                           ----------------------------
                                (CUSIP Number)


                            Joseph D. Lehrer, Esq.
   1800 Equitable Bldg, 10 S. Broadway, St. Louis, MO  63102 (314) 241-9090
- --------------------------------------------------------------------------------
                (Name, Address and Telephone Number of Person
              Authorized to Receive Notices and Communications)


                                    1/2/97
                       --------------------------------
                     (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 filed 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).

                       (Continued on following page(s))


                              Page 1 of 6 Pages
<PAGE>   2


                                 SCHEDULE 13D


CUSIP NO.   57791410                             PAGE  2    OF   6    PAGES
          ----------------                            ---     ------
================================================================================
1      NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       John D. Weil, SS# ###-##-####
- --------------------------------------------------------------------------------
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a)  / /
                                                                      (b)  /X/
                            
- --------------------------------------------------------------------------------
3      SEC USE ONLY


- --------------------------------------------------------------------------------
4      SOURCE OF FUNDS*


         PF           

- --------------------------------------------------------------------------------
5      CHECK BOX 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
  SHARES                
BENEFICIALLY            607,000, subject to the disclaimer contained in Item 5.
 OWNED BY        ---------------------------------------------------------------
   EACH          8      SHARED VOTING POWER
 REPORTING
PERSON WITH                             
                 ---------------------------------------------------------------
                 9      SOLE DISPOSITIVE POWER    
    
                        607,000, subject to the disclaimer contained in Item 5. 
                 ---------------------------------------------------------------
                 10     SHARED DISPOSITIVE POWER

                                   
- --------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        611,000, subject to the disclaimer contained in Item 5. 
- --------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                       / /
       EXCLUDES CERTAIN SHARES*


- --------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         8.18%
- --------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON*


       
- --------------------------------------------------------------------------------
                    *SEE INSTRUCTIONS BEFORE FILLING OUT!




<PAGE>   3
CUSIP NO. 57791410                                                   Page 3 of 6


                        AMENDMENT NO. 2 TO SCHEDULE 13D

       The Reporting Person reported the acquisition of shares of Common Stock,
$.01 par value ("Stock") of Maverick Tube Corporation, a Delaware corporation
(the "Issuer"), 400 Chesterfield Center, 2nd Floor, Chesterfield, Missouri
63017 in an initial filing of this Schedule 13D on February 23, 1994, as
amended by Amendment No. 1 filed March 22, 1995.  In this regard, Item 4, Item
5 and Item 6 are hereby amended as follows.  All other items are unchanged from
the initial filing, as amended.

ITEM 4.  Purpose of the Transaction.

       The owners listed in Item 5 purchased the Stock of the Issuer for
general investment purposes.  The owners listed in Item 5 may acquire
additional shares of the Stock of the Issuer, based upon their respective
investment decisions.  It is not contemplated that any of the acquisitions
reported hereunder or any future acquisitions will result in any change in the
present management of the Issuer.

The owners listed in Item 5 have no present plans or proposals which relate to
or would result in:

       (a)     an extraordinary corporate transaction, such as a merger,
               reorganization or liquidation, involving the Issuer or any of
               its subsidiaries;

       (b)     a sale or transfer of a material amount of assets of the Issuer
               or any of its subsidiaries;

       (c)     any change in the present board of directors or management of
               the Issuer, including any plans or proposals to change the
               number or term of directors or fill any existing vacancies on
               the board;

       (d)     any material change in the present capitalization or dividend
               policy of the Issuer;

       (e)     any other material change in the Issuer's business or corporate
               structure;

       (f)     changes in the Issuer's charter, by-laws or instruments
               corresponding thereto or other actions which may impede the
               acquisition of control of the Issuer by any person;

       (g)     causing a class of securities of the Issuer to be delisted from
               a national securities exchange or cease to be quoted in an
               inter-dealer quotation system of a registered national
               securities association;

       (h)     a class of equity securities of the Issuer becoming eligible for
               termination of registration pursuant to Section 12(g)(4) of the
               Securities Exchange Act; or

       (i)     any action similar to those enumerated above.

<PAGE>   4

CUSIP NO.  57791410                                                  Page 4 of 6

       ITEM 5.  Interest in Securities of the Issuer.

       (a)     Subject to the disclaimer of beneficial ownership hereinafter
               set forth, the Reporting Person hereby reports beneficial
               ownership of 611,000 shares of Stock in the manner hereinafter
               described:

<TABLE>
<CAPTION>
                                                                                              Percentage of
                                                         Relationship to       Number of       Outstanding
               Shares Held in Name of                   Reporting Person         Shares         Securities
               ----------------------                   ----------------         ------         ----------
 <S>                                                 <C>                        <C>               <C>
 Woodbourne Development, L.P.(1)                     Partnership                607,000           8.12%
                                                     Controlled By
                                                     Reporting Person

 Daniel D. Weil                                      Nephew                      2,000             .03%
 Gideon J. Weil                                      Son                         2,000             .03%
                                                                              -----------    ----------------

 TOTAL                                                                          611,000           8.18%
                                                                                =======           =====
</TABLE>


    The foregoing percentages assume that the Issuer has 7,472,071 shares of
Stock outstanding.

    All shares held in the name of family members of the Reporting Person are
reported as beneficially owned by the Reporting Person because those family
members may seek investment advise or voting advice of the Reporting Person.
All shares held in the name of the partnership controlled by the Reporting
Person are reported as beneficially owned by the Reporting Person because, as
sole shareholder of the corporate general partner of such partnership, the
Reporting Person has voting and investment power with respect to the shares
owned by such partnership.  Except for Stock held in the name of the Reporting
Person, or in the name of the partnership controlled by the Reporting Person,
there is no written document or agreement conferring the right of the Reporting
Person to acquire or dispose of the Stock or giving the Reporting Person the
right to vote such shares of Stock.

    AS PROVIDED IN S.E.C. REGULATION SECTION 240.13d-4, THE REPORTING PERSON
HEREBY DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT
HE IS, FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE
ACT, THE BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT.





____________________

    (1)  On November  1, 1996,  all shares previously  reported as beneficially 
owned  by the  Reporting Person  and members  of his family  (other than
shares held by the Reporting Person's son and nephew and  reported in Item 5)
were  transferred to  Woodbourne Partners, L.P.

<PAGE>   5

CUSIP NO.  57791410                                                  Page 5 of 6

    (b)    Subject to the above disclaimer of beneficial ownership, for
           each person named in paragraph (a), the number of shares as to
           which there is sole power to vote or direct the vote, shared power to
           vote or direct the vote, sole power to dispose or direct the
           disposition, or shared power to dispose or direct the disposition, is
           the same as in paragraph (a).

    (c)

<TABLE>
<CAPTION>
                                                                                 Net
                                                                                Price
                                                                  Number of      Per             Transaction
             Purchase in the Name of                  Date         Shares       Share            Made Through
             -----------------------                  ----         ------       -----            ------------
 <S>                                                <C>            <C>          <C>          <C>
 Woodbourne Partners, L.P.                          12/10/96       50,000       13.250       George K. Baum & Co.

 Woodbourne Partners, L.P.                          12/13/96         5,000      11.380          Jefferies & Co.

 Woodbourne Partners, L.P.                          12/20/96         5,000      13.250          Jefferies & Co.

 Woodbourne Partners, L.P.                          12/23/96         2,000      13.250          Jefferies & Co.

 Woodbourne Partners, L.P.                          01/02/97        10,000      12.440          Jefferies & Co.
</TABLE>


    (d)    Not applicable.

    (e)    Not applicable.


ITEM 6.  Contracts, Arrangements, Understandings or Relationships With
         Respect to Securities of the Issuer.

    The Reporting Person is sole shareholder of the corporate general partner
of the partnership mentioned in Item 5.  The Reporting Person is related to all
other persons mentioned in Item 5.


ITEM 7.  Material to be Filed as Exhibits.

    None.





<PAGE>   6

CUSIP NO.  57791410                                                  Page 6 of 6


                                   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.


                                        /s/ John D. Weil
                                        ------------------------------- 
                                            John D. Weil

                                            January 13, 1997    
                                                    


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission