SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
------------
Huntco Inc.
------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
------------------------------------------------
(Title of Class of Securities)
445661101
----------------
(CUSIP Number)
B. D. Hunter
c/o Huntco Inc.
14323 S. Outer Forty Drive, Suite 600N
Town & Country, Missouri 63017
(314) 878-0155
Copy to:
Craig A. Adoor
Blackwell, Sanders, Peper, Martin LLP
720 Olive Street, 24th Floor
St. Louis, Missouri 63101
(314) 345-6000
--------------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
June 21, 1999
------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ].
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>
CUSIP NO. 445661101 SCHEDULE 13D
---------
- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Mr. B. D. Hunter
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS (See instructions)
PF
- ------------------------------------------------------------------------------
5. Check 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
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY 1,182,754
OWNED BY EACH -----------------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON WITH 3,687,000
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
1,182,754
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,687,000
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,869,754
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
[X] See the fourth and fifth paragraphs of Item 5.
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.9%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (see instructions)
IN
- ------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 445661101 SCHEDULE 13D
---------
- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Various Trusts for the benefit of the children of B. D. Hunter
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS (see instructions)
- ------------------------------------------------------------------------------
5. Check 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
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH -----------------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON WITH 3,650,000
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,650,000
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,650,000
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
[X] See the fourth and fifth paragraphs of Item 5.
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
40.8%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (see instructions)
OO
- ------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 445661101 SCHEDULE 13D
---------
- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Various Trusts for the benefit of the grandchildren of B. D. Hunter
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS (see instructions)
- ------------------------------------------------------------------------------
5. Check 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
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH -----------------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON WITH 3,650,000
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,650,000
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,650,000
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
[X] See the fourth and fifth paragraphs of Item 5.
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (see instructions)
OO
- ------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 445661101 SCHEDULE 13D
---------
- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Huntco Enterprises, Inc.
37-6046036
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS (see instructions)
- ------------------------------------------------------------------------------
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 7. SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH -----------------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON WITH 3,650,000
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,650,000
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,650,000
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
[X] See the fourth and fifth paragraphs of Item 5.
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (see instructions)
CO
- ------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 445661101 SCHEDULE 13D
---------
- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Huntco Farms, Inc.
43-1568373
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS (see instructions)
- ------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2 (e)
[ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY 505,000
OWNED BY EACH -----------------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON WITH 3,145,000
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
505,000
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,145,000
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,650,000
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
[X] See the fourth and fifth paragraphs of Item 5.
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
40.8%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (see instructions)
CO
- ------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 445661101 SCHEDULE 13D
---------
- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Huntco International, Inc.
43-1568376
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS (see instructions)
- ------------------------------------------------------------------------------
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 7. SOLE VOTING POWER
BENEFICIALLY 3,145,000
OWNED BY EACH -----------------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON WITH 0
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
3,145,000
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,145,000
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
[X] See the fourth and fifth paragraphs of Item 5.
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.2%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (see instructions)
CO
- ------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 445661101 SCHEDULE 13D
---------
- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Huntco Acquisitions Holding, Inc.
43-1422805
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS (See instructions)
- ------------------------------------------------------------------------------
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 7. SOLE VOTING POWER
BENEFICIALLY 3,145,000
OWNED BY EACH -----------------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON WITH 0
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
3,145,000
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,145,000
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
[X] See the fourth and fifth paragraphs of Item 5.
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.2%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (see instructions)
CO
- ------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 445661101 SCHEDULE 13D
---------
- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
HMH Investments, Inc.
43-1603776
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS (see instructions)
- ------------------------------------------------------------------------------
6. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2 (e)
[ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH -----------------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON WITH 37,000
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
37,000
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,000
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
[X] See the fourth and fifth paragraphs of Item 5.
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (see instructions)
CO
- -----------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER
The Articles of Incorporation as amended and restated of Huntco Inc. (the
"Company'') provide for two classes of common stock. One class is the Class A
common stock, par value $.01 per share (the "Class A Shares") which has one
vote per share. The Class A Shares are registered with the Securities and
Exchange Commission under Section 12 of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). The second class of common stock is the Class B
common stock, par value $.01 per share (the "Class B Shares"). The terms of
the Class B Shares are identical to the terms of the Class A Shares, except
that each Class B Share is entitled to ten votes and is convertible into one
Class A Share.
The address of the principal executive office of the Company is:
Huntco Inc.
14323 South Outer Forty, Suite 600N.
Town & Country, Missouri 63017
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by (i) Mr. B.D. Hunter ("Hunter"),
(ii) various trusts for the benefit of Hunter's adult children (the
"Children's Trusts") (iii) various trusts for the benefit of Hunter's
grandchildren (the "Grandchildren's Trusts"), (iv) Huntco Enterprises, Inc.
("Enterprises"), (v) Huntco Farms, Inc. ("HFI"), (vi) Huntco International,
Inc. ("HII"), (vii) Huntco Acquisitions Holding, Inc. ("Acquisitions") and HMH
Investments, Inc. ("HMH"). Hunter, the Children's Trusts, the Grandchildren's
Trusts, Enterprises, HFI, HII, Acquisitions and HMH are referred to
collectively hereinafter as the "Hunter Entities".
Hunter's business address is:
Mr. B.D. Hunter
c/o Huntco Inc.
14323 South Outer Forty, Suite 600N
Town & Country, Missouri 63017
The business addresses of the Children's Trusts and the Grandchildren's Trusts
are:
c/o Huntco Inc.
14323 South Outer Forty, Suite 600N
Town & Country, Missouri 63017
Enterprises is incorporated under the laws of the state of Delaware. HFI is
incorporated under the laws of the state of Missouri. HII is incorporated
under the laws of the state of Delaware. Acquisitions is incorporated under
the laws of the state of Delaware. HMH is incorporated under the laws of the
state of Missouri.
The business in which Enterprises is engaged consists of acting as a holding
company of the capital stock of various companies controlled by Hunter,
including but not limited to HFI, HII and Acquisitions.
The business in which HFI is engaged, either directly or through subsidiaries
and affiliates, consists of buying, holding, leasing and selling real
property, farming, and the holding and investing of financial assets.
The business in which HII is engaged consists of holding the capital stock of
Acquisitions.
The business in which Acquisitions is primarily engaged, either directly or
through its wholly owned subsidiary, is the ownership of commercial real
estate, and the holding, managing and investing of financial assets.
Acquisitions also provides general management, payroll, employee benefit plan
maintenance and tax return preparation for a fee to the other private
companies which are owned or controlled by Huntco Enterprises, Inc., which in
turn is ultimately owned and controlled by the B.D. Hunter Revocable Living
Trust and other trusts established by Hunter.
The business in which HMH is engaged consists of holding, managing and
investing financial assets.
Hunter is the Chairman of the Board and a director of each of Enterprises,
HFI, HII, and Acquisitions, and is a director of HMH. He is also the Chairman
of the Board and Chief Executive Officer of the Company, which is his
principal occupation. Hunter is a citizen of the United States of America.
Mr. Robert J. Marischen ("Marischen") is the President, Chief Executive
Officer and a director of each of Enterprises, HFI, HII, Acquisitions and HMH.
He is also the Vice Chairman of the Board, President, and Chief Financial
Officer of the Company, which is his principal occupation. Marischen is a
citizen of the United States of America.
Mr. W. Terry Reynolds ("Reynolds") is a Vice President and a director of HFI.
Reynolds principal occupation is farming. He is a citizen of the United
States of America.
The business address of Hunter, the Children's Trusts, the Grandchildren's
Trusts and Marischen is
14323 South Outer Forty, Suite 600N
Town & Country, Missouri 63017
The address of the principal businesses and the address of the principal
offices of Enterprises, HFI, HII, Acquisitions and HMH is:
14323 South Outer Forty, Suite 600N
Town & Country, Missouri 63017
Reynolds' business address is:
c/o Huntco Farms, Inc.
14323 South Outer Forty, Suite 600N
Town & Country, Missouri 63017
During the past five years, none of the Hunter Entities and none of Marischen,
Reynolds and HMH have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which they were or are 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Hunter acquired the following Class A shares over the last sixty days:
Date Shares acquired
------ ---------------
June 25, 1999 200,000
June 21, 1999 750,000
June 15, 1999 24,254
June 4, 1999 53,500
---------
1,027,754
=========
All of the funds used to purchase these Class A Shares came from Hunter's IRA.
This Schedule 13D is being filed to report purchases by Hunter alone, from
available funds in his IRA. Information on the other reporting persons listed
on the cover page and in Item 2 and Item 5 are being furnished for the sake of
clarity and full and complete disclosure. None of the entities other than
Hunter purchased any Class A Shares during the twelve month period ending June
21, 1999.
ITEM 4. PURPOSE OF THE TRANSACTION
Hunter acquired the Class A shares referred to in Item 3 for investment
purposes only. Obtaining additional voting control of the Company played no
part in Hunter's decision to acquire the additional Class A Shares, inasmuch
as he already has virtual complete control of the Company through his voting
control of the Class B Shares as described in Item 5. Accordingly, except as
set forth in this Schedule 13D, none of the reporting persons have any plans
or proposals that would result in:
- - the acquisition by any person of additional securities of the Company or
the disposition of any securities of the Company;
- - any extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Company or any of its subsidiaries;
- - a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries;
- - any change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board;
- - any other material change in the present capitalization or dividend policy
of the Company
- - any other material change in the Company's business or corporate structure;
- - changes in the Company's Restated Articles of Incorporation, as amended or
By-Laws as amended or other actions which may impede the acquisition of the
Company by any person;
- - causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted on an inter-
dealer quotation system of a registered national securities association;
- - a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
- - any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Hunter, through his IRA, acquired the following Class A shares over the last
sixty days via open market purchases through a securities broker:
Date Shares Acquired Price per share
------ --------------- ---------------
June 4, 1999 53,500 $2.625
June 15, 1999 24,254 $2.938
June 21, 1999 750,000 $2.938
June 25, 1999 200,000 $2.875
See Items 7 through 11 of the cover pages as to each reporting person
and the explanation provided below.
Hunter, through a revocable living trust, beneficially owns 31% of the voting
control of Enterprises. Hunter also serves as a co-trustee with Marischen of
the Children's Trusts, thereby sharing voting and investment control over
substantially all of the issued and outstanding capital stock of Enterprises.
Marischen and Reynolds, who is Hunter's nephew, serve as co-trustees of the
Grandchildren's Trusts. Hunter, Enterprises, the Children's Trusts and the
Grandchildren's Trusts own substantially all of the issued and outstanding
capital stock of HFI. Hunter, HFI and Enterprises own all of the issued and
outstanding capital stock of HII. HII is the sole shareholder of
Acquisitions. Acquisitions and Farms are the record owners of 3,145,000 and
505,000 Class B Shares, respectively so that the Hunter Entities own and
control all of the issued and outstanding Class B Shares.
The Class A shares deemed to be beneficially owned by each of the Hunter
Entities pursuant to Rule 13d-3(d)(1) (which assumes the conversion of the
Class B Shares into Class A Shares) is set forth with more specificity below.
The actual voting control of the Company represented by the ownership of the
Class B Shares (which have not actually been converted) and the Class A Shares
is set forth for Hunter and for Acquisitions and Farms as the record holders
of the Class B Shares.
For the sake of simplicity, ownership of all of the Class B Shares owned by
any one Hunter Entity which is a corporation (and the shared voting and
investment power which accompanies such ownership) is attributed to each of
that particular corporate entity's direct and indirect shareholders. The
reader is cautioned, however, to avoid "double counting."
Nothing in this Schedule 13D shall be deemed an admission that any particular
Hunter Entity is the actual beneficial owner of the Class B Shares deemed
under Rule 13d-3 to be beneficially owned by it. Further, Hunter acknowledges
that although he may be deemed under Rule 13d-3(d) to share voting and
investment control over the capital stock of Enterprises held of record in his
name as co-trustee of the Children's Trust (which therefore gives him indirect
shared voting and investment power over a substantial portion of the Class B
Shares held of record by Acquisitions and Farms) he maintains that he does not
"control" the Children's Trusts as that term is used in, or in the context of,
the Internal Revenue Code of 1986, as amended and the rules and regulations
promulgated thereunder.
Hunter
- ------
Hunter is deemed to share indirect voting and investment power over a total of
3,687,000 Class A Shares, consisting of (i) 3,650,000 issued and outstanding
Class B Shares (which are convertible on a one-for-one basis into Class A
Shares) through (x) his revocable living trust and (y) his capacity as
co-trustee of the Children's Trusts, pursuant to which he shares voting and
investment power over substantially all of the capital stock of Enterprises,
Farms, HII and Acquisitions and (ii) 37,000 Class A shares owned by HMH, of
which Mr. Hunter owns 49% of the issued and outstanding capital stock and
Marischen owns the other 51%. Hunter has sole voting and investment power
over 1,182,754 Class A Shares, consisting of (i) 1,087,754 Class A shares
maintained in his IRA and (ii) 95,000 Class A Shares issuable upon exercise of
non-qualified stock options as of June 25, 1999, which were awarded to him
under the Company's 1993 Incentive Stock Plan.
In addition to the Class A Shares which Hunter actually owns or is deemed to
beneficially own, if all of the Class B Shares over which he is deemed to
share voting and investment power were converted into Class A Shares, Hunter
would be deemed to beneficially own 53.9% of the Class A Shares calculated in
accordance with Rule 13d-3(d)(1). Without converting, Hunter is deemed to
control over 90.1% of the total Company vote through his shared voting and
investment control of substantially all of the Class B Shares with their
ten-to-one voting rights and through the Class A Shares which he owns or is
deemed to beneficially own.
The Children's Trusts and the Grandchildren's Trusts
- ----------------------------------------------------
The Children's Trusts, through their ownership interest in Enterprises (which
is also a shareholder of HII) and HFI are deemed to share voting and
investment power over the 3,650,000 Class B Shares referenced above which
represents 100% of the issued and outstanding Class B Shares and which shares
would, if converted into Class A Shares, represent 40.8% of the Class A
Shares, calculated in accordance with Rule 13d-3(d)(1).
Enterprises
- -----------
Through its partial ownership of HII, which is the sole shareholder of
Acquisitions, Enterprises shares voting and investment power with Hunter and
HFI, which are the other shareholders of HII, over the 3,145,000 Class B
Shares owned by Acquisitions. Through its partial ownership of HFI,
Enterprises shares voting and investment power over the 505,000 Class B Shares
of which HFI is the record holder. If converted into Class A Shares, the
3,650,000 Class B Shares would represent 40.8% of the Class A Shares,
calculated in accordance with Rule 13d-3(d)(1).
HFI has sole voting and investment power over the 505,000 Class B Shares of
which it is the record holder representing 13.8% of all the issued and
outstanding Class B Shares and it is deemed to share voting and investment
power with Enterprises and Hunter over the 3,145,000 Class B Shares owned by
Acquisitions due to those entities' share ownership of HII which is the sole
shareholder of Acquisitions. If converted into Class A Shares, the 3,650,000
Class B Shares which HFI is deemed to beneficially own would represent 40.8%
of the Class A Shares calculated in accordance with Rule 13d-3(d)(1). If only
the 505,000 Class B Shares of which HFI is the actual record holder were
converted into Class A Shares, those shares would represent 8.7% of the Class
A Shares, calculated in accordance with Rule 13d-3(d)(1). The 505,000 Class B
Shares with their ten-to-one voting rights represents 12.1% of the total
Company vote.
HII
- ---
As the sole shareholder of Acquisitions, HII is deemed to beneficially own and
to have sole voting and investment power over the 3,145,000 Class B Shares of
which Acquisitions is the record holder. If converted into Class A Shares,
the aforementioned 3,145,000 Class B Shares would represent 37.3% of the Class
A Shares, calculated in accordance with Rule 13d-3(d)(1).
Acquisitions
- ------------
Acquisitions is deemed to beneficially own and to have sole voting and
investment power with respect to the 3,145,000 Class B Shares of which it is
the record holder representing 86.2% of all of the issued and outstanding
Class B Shares. If converted into Class A Shares, these aforementioned
3,145,000 Class B Shares would represent 37.3% of the Class A Shares,
calculated in accordance with Rule 13d-3(d)(1). The 3,145,000 Class B Shares
with their ten-to-one voting rights represents 75.3% of the total Company
vote.
HMH
- ---
HMH is the record owner of 37,000 Class A Shares. Hunter owns 49% of the
issued and outstanding capital stock of HMH. Marischen owns the remaining
51%.
Item 6. Contracts, Arrangements Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with loans made to Acquisitions and HFI by certain commercial
lenders, Acquisitions and HFI have pledged all of the Class B Shares owned by
each, along with other collateral, to the commercial lenders as security for
the loans. The loans were closed prior to, and the proceeds thereof were
never used in connection with, the acquisition of either the Class B Shares
(which were acquired prior to the Company's initial public offering in June
1993), nor the Class A Shares which are the subject of this Schedule 13D. If
Acquisitions and HFI were to default under the loans, the banks could compel
Acquisitions and HFI to convert the pledged Class B Shares into Class A
Shares, and the banks could thereafter foreclose on the shares and attempt to
sell them. If this were to occur, it is possible that none of Hunter,
Enterprises, the Trusts, the Grandchildren's Trusts, HFI, HII or Acquisitions
would possess voting control of the Company. As of the date of this filing,
Acquisitions and HFI were in compliance with the terms and provisions of such
loans.
Item 7. Material to be Filed as Exhibits.
Not Applicable
******************************************************************************
SIGNATURES
----------
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, each of the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: June 29, 1999
---------------------
B.D. HUNTER
/s/ B.D. Hunter
- ----------------------------
B.D. Hunter
VARIOUS TRUSTS FOR THE BENEFIT OF THE CHILDREN OF B. D. HUNTER
By: /s/ B.D. Hunter By: /s/ Robert J. Marischen
------------------------ ------------------------
Co-Trustee Co-Trustee
VARIOUS TRUSTS FOR THE BENEFIT OF THE GRANDCHILDREN OF B. D. HUNTER
By: /s/ Robert J. Marischen
------------------------
Co-Trustee
HUNTCO ENTERPRISES, INC.
By: /s/ Robert J. Marischen
------------------------
Robert J. Marischen,
President and Chief Executive Officer
HUNTCO FARMS, INC.
By: /s/ Robert J. Marischen
------------------------
Robert J. Marischen,
President and Chief Executive Officer
HUNTCO INTERNATIONAL, INC.
By: /s/ Robert J. Marischen
------------------------
Robert J. Marischen,
President and Chief Executive Officer
HUNTCO ACQUISITIONS HOLDING, INC.
By: /s/ Robert J. Marischen
------------------------
Robert J. Marischen,
President and Chief Executive Officer
HMH INVESTMENTS, INC.
By: /s/ Robert J. Marischen
------------------------
Robert J. Marischen,
President
<PAGE>
EXHIBIT A
---------
AGREEMENT
Pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, and
more particularly to Rule 13d-1(k)(1) promulgated by the Securities and
Exchange Commission thereunder, and in connection with Schedule 13D dated
June 29, 1999 which is executed by each of the undersigned, each of the
undersigned acknowledges and agrees that the Schedule 13D is filed on behalf of
each of the undersigned, and each of the undersigned consent to the filing of
this Agreement as an exhibit to the Schedule 13D.
Date: June 29, 1999
---------------------
B.D. HUNTER
/s/ B.D. Hunter
- ----------------------------
B.D. Hunter
VARIOUS TRUSTS FOR THE BENEFIT OF THE CHILDREN OF B. D. HUNTER
By: /s/ B.D. Hunter By: /s/ Robert J. Marischen
------------------------ ------------------------
Co-Trustee Co-Trustee
VARIOUS TRUSTS FOR THE BENEFIT OF THE GRANDCHILDREN OF B. D. HUNTER
By: /s/ Robert J. Marischen
------------------------
Co-Trustee
HUNTCO ENTERPRISES, INC. HUNTCO FARMS, INC.
By: /s/ Robert J. Marischen By: /s/ Robert J. Marischen
------------------------ ------------------------
Robert J. Marischen, Robert J. Marischen,
President and CEO President and CEO
HUNTCO INTERNATIONAL, INC. HUNTCO ACQUISITIONS HOLDING, INC.
By: /s/ Robert J. Marischen By: /s/ Robert J. Marischen
------------------------ ------------------------
Robert J. Marischen, Robert J. Marischen,
President and CEO President and CEO
HMH INVESTMENTS, INC.
By: /s/ Robert J. Marischen
------------------------
Robert J. Marischen,
President
