SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
SUPERCONDUCTOR TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
867931107
(CUSIP Number)
H. Vaughan Blaxter, III
1900 Grant Building
Pittsburgh, Pennsylvania 15219
(412) 281-2620
(Name, address and telephone number of person
authorized to receive notices and communications)
August 11, 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 statement, and is filing this
statement because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check the following
box [ X ]
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
C. G. GREFENSTETTE I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
5,000
8 Shared Voting Power
2,291,667
9. Sole Dispositive Power
5,000
10 Shared Dispositive Power
2,291,667
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,296,667
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
25.15%
14 Type of Reporting Person
IN
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
HENRY L. HILLMAN I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
2,291,667
9 Sole Dispositive Power
10 Shared Dispositive Power
2,291,667
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,291,667
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
25.10%
14 Type of Reporting Person
IN
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
ELSIE HILLIARD HILLMAN I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
2,291,667
9 Sole Dispositive Power
10 Shared Dispositive Power
2,291,667
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,291,667
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
25.10%
14 Type of Reporting Person
IN
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE,
TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER
18, 1985 I.D. #18-2145466
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
2,291,667
9 Sole Dispositive Power
10 Shared Dispositive Power
2,291,667
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,291,667
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
25.10%
14 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
THE HILLMAN COMPANY I.D. #25-1011286
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
2,191,667
9 Sole Dispositive Power
10 Shared Dispositive Power
2,191,667
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,191,667
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
24%
14 Type of Reporting Person
CO
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
WILMINGTON INVESTMENTS, INC. I.D. #51-0344688
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
2,191,667
9 Sole Dispositive Power
10 Shared Dispositive Power
2,191,667
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,191,667
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
24%
14 Type of Reporting Person
CO
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person
WILMINGTON SECURITIES, INC. I.D. #51-0114700
2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
2,191,667
8 Shared Voting Power
9 Sole Dispositive Power
2,191,667
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,191,667
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
24%
14 Type of Reporting Person
CO
<PAGE>
SCHEDULE 13D
This statement ("Statement") constitutes the Schedule 13D filed with the
Securities and Exchange Commission (the "Commission") on August 20, 1998 (the
"Filing").
Item 1. Security and Issuer
This Statement relates to the Common Stock, $0.001 par value, of
Superconductor Technologies, Inc., a Delaware corporation (the "Issuer"). The
address of the principal executive offices of the Issuer is 460 Ward Drive,
Suite F, Santa Barbara, California 93111-2310. The Common Stock is quoted on
the Nasdaq National Market under the symbol "SCON".
Item 2. Identity and Background
(a) Names of persons filing (individually, the "Registrant" and
collectively, the "Registrants"):
Wilmington Securities, Inc., a wholly-owned subsidiary of
Wilmington Investments, Inc.
Wilmington Investments, Inc., a wholly-owned subsidiary of
The Hillman Company.
The Hillman Company, a corporation controlled by Henry L.
Hillman, Elsie Hilliard Hillman and C. G. Grefenstette,
as Trustees of the Henry L. Hillman Trust U/A dated
November 18, 1985.
Henry L. Hillman, Elsie Hilliard Hillman and C. G.
Grefenstette, Trustees of the Henry L. Hillman Trust U/A
dated November 18, 1985 (the "Henry L. Hillman Trust").
C. G. Grefenstette
Henry L. Hillman
Elsie Hilliard Hillman
The name, position, business address and citizenship of each director
and executive officer of the entities listed above, each controlling
person of such entities and each director and executive officer of any
person or corporation in control of said entities, is attached hereto
as Exhibit 1.
(b) Business Address
The addresses of the Registrants are as follows:
The Hillman Company and the Henry L. Hillman Trust
are each located at:
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Wilmington Securities, Inc. and Wilmington Investments, Inc.
are each located at:
824 Market Street, Suite 900
Wilmington, Delaware 19801
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Henry L. Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie Hilliard Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
(c) Principal occupation or employment
The principal occupations of the corporations, listed in response to
Item 2(a) are: diversified investments and operations.
The principal occupation of the Henry L. Hillman Trust is:
diversified investments and operations.
C. G. Grefenstette
See Exhibit 1
Henry L. Hillman
See Exhibit 1
Elsie Hilliard Hillman
See Exhibit 1
(d) Criminal convictions
None of the persons named in Item 2(a)(including Exhibit 1) have been
convicted in a criminal proceeding in the last five years.
(e) Civil proceedings
None of the persons listed in response to Item 2(a) (including Exhibit
1) have in the last five years been subject to a judgment, decree or
final order as described in Item 2, subsection (e) of Schedule 13D.
(f) Citizenship
Wilmington Securities, Inc. and Wilmington Investments, Inc. are
Delaware corporations.
The Hillman Company is a Pennsylvania corporation.
The Henry L. Hillman Trust is a Pennsylvania trust.
C. G. Grefenstette, Henry L. Hillman and Elsie Hilliard Hillman are
U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
None.
Item 4. Purpose of Transaction
On August 11, 1998, Wilmington Securities, Inc. purchased 125,000 shares of
Series A-1 Preferred Stock which are convertible into 250,000 shares of Common
Stock and a Warrant for 66,667 shares of Common Stock from the Issuer in a
private transaction for $1,000,000.
Except as set forth above, the Registrants have no present plans or
proposals which relate to or would result in (a) the acquisition by any person
of additional securities of the Issuer or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation involving the Issuer or any of its subsidiaries,
(c) a sale or transfer of a material amount of the assets of the Issuer or any
of its subsidiaries, (d) 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 to fill any existing vacancies on the
Board, (e) any material change in the present capitalization or dividend
policy of the Issuer, (f) any other material change in the Issuer's business or
corporate structure, (g) 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, (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act of 1933, or (j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Beneficial Ownership
5,000 shares of Common Stock are owned of record and
beneficially by C. G. Grefenstette.
775,000 shares of Common Stock are owned of record and
beneficially by Wilmington Securities, Inc. Wilmington
Securities, Inc. also owns 500,000 shares of Series A Preferred
Stock which are convertible into 1,000,000 shares of Common
Stock. Wilmington Securities, Inc. owns 125,000 shares of Series
A-1 Preferred Stock which are convertible into 250,000 shares of
Common Stock. Wilmington Securities, Inc. owns a Warrant for 100,000
shares of Common Stock and a Warrant for 66,667 shares of
Common Stock.
100,000 shares of Common Stock are owned of record and
beneficially by the Henry L. Hillman Trust.
(b) Power to Vote or Dispose of Shares
Each person listed above in response to Item 5(a) has the sole power
to vote and to direct the vote and the sole power to dispose of and
direct the disposition of those shares except as follows:
(i) Wilmington Investments, Inc., The Hillman Company, Henry L.
Hillman, as settlor and Trustee of the Henry L. Hillman Trust,
and Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of
the Henry L. Hillman Trust, may be deemed to share voting and
disposition power regarding 2,191,667 shares of Common Stock held
beneficially by Wilmington Securities, Inc.
(ii) Henry L. Hillman, as settlor and Trustee of the Henry L. Hillman
Trust, and Elsie Hilliard Hillman and C. G. Grefenstette, as
Trustees of the Henry L. Hillman Trust, may be deemed to share
voting and disposition power regarding 100,000 shares of Common
Stock held beneficially by the Henry L. Hillman Trust.
(c), (d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings of Relationships With Respect
to Securities of the Issuer
Wilmington Securities, Inc. entered into a Series A Preferred Stock
Purchase Agreement dated as of March 26, 1998 pursuant to which the Issuer had
an option to require Wilmington Securities, Inc. to purchase up to 333,333
additional shares of the Issuer's Series A Preferred Stock under certain
circumstances. Pursuant to the Series A-1 Preferred Stock Purchase Agreement
dated August 11, 1998 by and between Wilmington Securities, Inc. and the
Issuer, the Issuer's right to exercise such option has been terminated.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Information concerning officers and directors of reporting
persons and certain affiliates thereof.
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.
WILMINGTON SECURITIES, INC.
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
WILMINGTON INVESTMENTS, INC.
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
THE HILLMAN COMPANY
/s/ Lawrence M. Wagner
By _________________________________________
Lawrence M. Wagner, President
HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN
& C. G. GREFENSTETTE, TRUSTEES OF THE HENRY
L. HILLMAN TRUST U/A DATED NOVEMBER 18,
1985
/s/ C. G. Grefenstette
By _________________________________________
C. G. Grefenstette, Trustee
/s/ C. G. Grefenstette
____________________________________________
C. G. Grefenstette
/s/ Henry L. Hillman
____________________________________________
Henry L. Hillman
/s/ Elsie Hilliard Hillman
____________________________________________
Elsie Hilliard Hillman
August 20, 1998
Date
EXHIBIT 1
PRINCIPAL OFFICERS AND DIRECTORS OF
THE HILLMAN COMPANY, ALL OF WHOM ARE U.S. CITIZENS
Name and Address Title
Henry L. Hillman Chairman of the Executive Committee
2000 Grant Building and Director
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette Chairman of the Board and
2000 Grant Building Director
Pittsburgh, Pennsylvania 15219
Lawrence M. Wagner President, Chief Executive Officer
2000 Grant Building and Director
Pittsburgh, Pennsylvania 15219
H. Vaughan Blaxter, III Vice President, Secretary, General
1900 Grant Building Counsel and Director
Pittsburgh, Pennsylvania 15219
Mark J. Laskow Vice President and Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Anthony J. Burlando Vice President - Risk Management
1900 Grant Building
Pittsburgh, Pennsylvania 15219
James R. Philp Vice President - Personnel and
2000 Grant Building Administration
Pittsburgh, Pennsylvania 15219
Richard M. Johnston Vice President - Investments and
2000 Grant Building Director
Pittsburgh, Pennsylvania 15219
John W. Hall Vice President - Accounting and
1800 Grant Building Information Services
Pittsburgh, Pennsylvania 15219
<PAGE>
Timothy O. Fisher Vice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Bruce I. Crocker Vice President
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Denis P. McCarthy Vice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Timothy P. Hall Vice President
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Joseph C. Manzinger Vice President
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Maurice J. White Vice President, Shareholder Services
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Charles H. Bracken, Jr. Treasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
D. Richard Roesch Assistant Treasurer
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Michael S. Adamcyk Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Mary Black Strong Assistant Treasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Carol J. Cusick Riley Vice President, Associate General
1900 Grant Building Counsel and Assistant Secretary
Pittsburgh, Pennsylvania 15219
Cornel Conley Controller - Corporate
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Mark M. Poljak Controller - Taxes
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie H. Hillman Director
2000 Grant Building
Pittsburgh, Pennsylvania 15219
William Talbott Hillman Director
2000 Grant Building
Pittsburgh, Pennsylvania 15219
PRINCIPAL OFFICERS AND DIRECTORS OF
WILMINGTON INVESTMENTS, INC., ALL OF WHOM ARE U.S. CITIZENS
H. Vaughan Blaxter, III President and Secretary
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Lario M. Marini Senior Vice President and Director
100 South Road
Wilmington, Delaware 19809
Andrew H. McQuarrie Vice President, Chief Financial
824 Market Street, Suite 900 Officer, Treasurer and Director
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Charles H. Bracken, Jr. Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene Clarke Director
4911 Birch Circle
Wilmington, Delaware 19808
PRINCIPAL OFFICERS AND DIRECTORS OF
WILMINGTON SECURITIES, INC., ALL OF WHOM ARE U.S. CITIZENS
H. Vaughan Blaxter, III President and Secretary
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Lario M. Marini Senior Vice President and Director
100 South Road
Wilmington, Delaware 19809
Andrew H. McQuarrie Vice President, Chief Financial
824 Market Street, Suite 900 Officer, Treasurer and Director
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Charles H. Bracken, Jr. Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene Clarke Director
4911 Birch Circle
Wilmington, Delaware 19808
TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A TRUST
DATED NOVEMBER 18, 1985, ALL OF WHOM ARE U.S. CITIZENS
Henry L. Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie Hilliard Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
