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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Weeks Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
94856P10-2
(CUSIP Number)
William J. Henrich, Jr., Esq.,
Dilworth, Paxson, Kalish & Kauffman LLP
3200 Mellon Bank Center, 1735 Market Street
Philadelphia, PA 19103-7595
(215) 575-7080
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 7, 1996
(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).
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SCHEDULE 13D
CUSIP No. 94856P10-2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Annenberg Foundation
I.R.S. Identification #23-6257083
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
The shares were purchased from funds of The Annenberg Foundation
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) | |
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in the Commonwealth of Pennsylvania as a nonprofit
stock corporation
7. SOLE VOTING POWER
NUMBER OF
SHARES 940,000 Shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER
940,000 Shares
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
940,000 Shares held in the name of The Annenberg Foundation
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| |
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 94856P10-2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter H. Annenberg; Social Security ####-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
The shares were purchased from funds of The Annenberg Foundation
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 of America
7. SOLE VOTING POWER
NUMBER OF
SHARES 940,000 Shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER
940,000 Shares
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
940,000 Shares held in the name of The Annenberg Foundation
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| |
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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AMENDMENT NO. 2
TO
STATEMENT ON SCHEDULE 13D
Item 1. Security and Issuer
This Amendment No. 2 to Statement on Schedule 13D (the "Statement")
relates to shares of common stock, par value $.01 per share
(the "Common Stock"), of Weeks Corporation, a Georgia corporation
(the "Issuer"). The principal executive offices of the Issuer are
located at 4497 Park Drive, Norcross, Georgia 30093.
Item 2. Identity and Background
1. Set forth below is certain information concerning
Walter H. Annenberg, a reporting person filing this Statement
("Annenberg").
(a) Name: Walter H. Annenberg
(b) Business Address:
St. Davids Center, Suite A-200
150 Radnor-Chester Road
St. Davids, PA 19087
(c) Principal Occupation: Private foundation executive,
private investor and trustee
(d), (e) Legal Proceedings: During the last five years, Annenberg
(i) has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors);
and (ii) has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was or is subject to
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) Citizenship: Annenberg is a citizen of the United States of
America.
2. Set forth below is certain information concerning The Annenberg
Foundation, an additional reporting person filing this Statement
(the "Foundation").
(a) Name/Place of Organization: The Annenberg
Foundation, a Pennsylvania nonprofit stock corporation.
(b) Business Address:
St. Davids Center, Suite A-200
150 Radnor-Chester Road
St. Davids, PA 19087
(c) Not applicable.
(d), (e) Legal Proceedings: During the last five years, the
Foundation (i) has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); and (ii) has not been a party to a
civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such
proceeding, was or is subject to 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) Not applicable.
The Foundation is a Pennsylvania nonprofit stock corporation whose sole
stockholder and sole Director is Annenberg. The business and affairs of
the Foundation are managed by or under the direction of its Board of
Directors. Annenberg is also sole Director, Chairman and President of
the Foundation. As a result, for purposes of Section 13(d) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and
this Statement, Annenberg may be deemed to be the beneficial owner of
the 940,000 shares of Common Stock of the Issuer held by the Foundation.
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Item 3. Source and Amount of Funds or Other Consideration
The 940,000 shares of Common Stock of the Issuer reported in this
Statement are held by the Foundation. As sole Director, Chairman and
President of the Foundation, Annenberg has sole voting and sole
dispositive rights with respect to the 940,000 shares of Common Stock.
The shares were acquired by the Foundation out of its own funds for a
total purchase price, not including brokers' commissions and related
fees, of $21,566,037.50.
Item 4. Purpose of Transaction
The shares of Common Stock reported in this Statement were purchased
solely for the investment purposes of the Foundation. Although
neither the Foundation nor Annenberg has any contract or agreement to
purchase shares of Common Stock of the Issuer from any person, the
Foundation and/or Annenberg may purchase additional shares from time
to time for investment if shares are available at prices considered to
be favorable. The Foundation and Annenberg anticipate that any such
additional purchases would be made in open market brokerage
transactions. Whether the Foundation or Annenberg purchase
additional shares and, if so, the number of shares to be purchased,
will depend upon a variety of factors, including, among others, the
market price of the shares, market conditions, availability of funds,
evaluation of alternative investments and the need of funds for other
purposes.
Neither the Foundation nor Annenberg has any plans or proposals which
would relate to or would result in any of the following:
(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 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, bylaws 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
Exchange Act; or
(j) any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer
(a) As of the close of business on June 11, 1997, the Foundation
was the holder of 940,000 shares of Common Stock of the Issuer.
Therefore, in accordance with Section 13(d) of the Exchange Act and
Rule 13d-3 thereunder, the Foundation and Annenberg may each be
deemed to beneficially own these 940,000 shares of Common Stock, which
940,000 shares constitute approximately 5.3% of the 17,682,288 shares
of Common Stock of the Issuer outstanding as of June 11, 1997 as
advised by the Issuer.
(b) In his capacities as Chairman, President, sole Director and
sole stockholder of the Foundation, Annenberg has sole power to vote
or to direct the vote of, and to dispose of or to direct the
disposition of, all 940,000 shares of Common Stock reported in this
Statement as held by the Foundation.
(c) There were no transactions in the Issuer's Common Stock which
were effected during the past sixty (60) days by the Foundation or
Annenberg.
(d) The Foundation has the sole right to receive and the sole
power, acting through Annenberg, to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock of
the Issuer reported herein as held by the Foundation.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Annenberg is the sole shareholder, Director, Chairman and President of,
and has been a substantial contributor to, the Foundation.
Except as described above in this Statement, no contracts, arrangements,
understandings or relationships (legal or otherwise) exist among the persons,
any holder, and any other person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of such securities, finder's
fees, joint ventures, loan or option agreements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
None.
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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.
Date: June 17, 1997
Walter H. Annenberg,
individually and as Chairman,
President and sole Director of
The Annenberg Foundation
