OMB APPROVAL
===================================
OMB Number: 3235-0145
Expires: August 31, 1991
Estimated average burden
hours per response..14.90
-----------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SEVEN J STOCK FARM, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
817851-10-8
- --------------------------------------------------------------------------------
(CUSIP Number)
John R. Parten
Six Greenspoint Plaza
12450 Greenspoint Drive, Suite 1260
Houston, Texas 77060-1916
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
6/26/96
- --------------------------------------------------------------------------------
(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 o. (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>
SCHEDULE 13D
- -------- ----------- -----------------
CUSIP No. 817851-10-8 Page 2 of 5 Pages
- --------- ----------- -----------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John R. Parten
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
120,701
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 956,724
OWNED BY -----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 120,701
PERSON -----------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
956,724
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,077,425
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- --------- ----------- -----------------
CUSIP No. 817851-10-8 Page 3 of 5 Pages
- --------- ----------- -----------------
Item 1. Security and Issuer
This statement relates to the shares of common stock, par value
$1.00 per share (the "Common Stock"), of Seven J Stock Farm, Inc., a Texas
corporation (the "Company"), which has its principal executive offices at Six
Greenspoint Plaza, 12450 Greenspoint Drive, Suite 1260, Houston, Texas
77060-1916. The principal executive officers of the Company are John R. Parten,
President, and Robert F. Pratka, Vice President and Treasurer.
Item 2. Identity and Background
(a) This statement is filed by John R. Parten.
(b) The business address of Mr. Parten is Six Greenspoint Plaza,
12450 Greenspoint Drive, Suite 1260, Houston, Texas 77060-1916.
(c) Mr. Parten serves as President of Parten Operating, Inc., whose
principal address is Six Greenspoint Plaza, 12450 Greenspoint Drive, Suite 1260,
Houston, Texas 77060-1916.
(d) & (e) During the past five years, Mr. Parten has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in 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.
(f) Mr. Parten is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Parten was gifted 43,731 shares of Common Stock on June 19,
1972, at which time he became the record owner of more than 5% of the
outstanding Common Stock (101,792 shares owned out of 1,451,000 shares then
issued and outstanding). The remaining 76,970 shares of which Mr. Parten is
record owner were acquired by gift or purchase in various transactions between
1960 and 1979. Since 1979, Mr. Parten has not acquired record ownership of any
additional shares of Common Stock.
On March 26, 1993, Mr. Parten was duly appointed and qualified to
serve as an independent co-executor of the Estate of J.R. Parten (the "Estate").
As such, Mr. Parten shares the right to vote the shares of the Estate with
Robert F. Pratka, the other independent co-executor, and Mr. Parten is deemed a
beneficial owner of the Estate's shares. At the time of Mr. Parten's appointment
and qualification, the Estate owned 457,180 shares of Common Stock. On June 26,
1996, the Estate acquired an additional 499,544 shares of Common Stock.
Item 4. Purpose of Transaction
Mr. Parten owns of record 120,701 shares of Common Stock that were
acquired by gift or purchase over a twenty-year period. Such acquisitions were
made in the ordinary course of business, and such shares are held by Mr. Parten
for investment purposes.
<PAGE>
- --------- ----------- -----------------
CUSIP No. 817851-10-8 Page 4 of 5 Pages
- --------- ----------- -----------------
On March 26, 1993, Mr. Parten was appointed and duly qualified as
an independent co-executor of the Estate, which at such time owned 457,180
shares of Common Stock. On June 26, 1996, as part of an agreement to settle a
lawsuit filed by certain other stockholders of the issuer against the Estate and
Messrs. Parten and Pratka in both their individual and fiduciary capacities, the
Estate acquired 499,544 additional shares of Common Stock. The Estate's shares
of Common Stock will be distributed by the independent co-executors according to
the terms and provisions of the will of J.R. Parten. The shares of Common Stock
will constitute a portion of the residue of the Estate under such will, and Mr.
Parten is the residual beneficiary of the Estate.
Item 5. Interest in Securities of the Issuer
(a) & (b) The Estate of J.R. Parten owns 956,724 shares of Common
Stock, which represents 65.9% of the Common Stock outstanding as of June 26,
1996. Mr. Parten is a co-executor of the Estate and shares the power to vote and
dispose of such shares with Mr. Pratka. Accordingly, he is deemed a beneficial
owner of the Estate's shares. In the event that the Estate's shares are
distributed to Mr. Parten as residual beneficiary, Mr. Parten will have sole
power to vote and dispose of such shares.
In addition to the shared voting power described above, Mr. Parten
has sole power to vote or dispose of the 120,701 shares of Common Stock that he
owns of record. Mr. Parten's total beneficial ownership of Common Stock
represents 74.2% of the outstanding Common Stock as of June 26, 1996.
(c) No transactions involving the Common Stock were effected during
the last sixty days by Mr. Parten.
(d) Mr. Parten shares the power to vote the shares of Common Stock
owned by the Estate with Mr. Pratka, the other independent co-executor of the
Estate.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not Applicable.
Item 7. Material to be filed as Exhibits
Not Applicable.
<PAGE>
- ---------- ----------- -----------------
CUSIP No. 817851-10-8 Page 5 of 5 Pages
- ---------- ----------- -----------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
July 2, 1996
/s/ John R. Parten
John R. Parten
