UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
ASAHI/AMERICA, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
04338D106
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(CUSIP Number)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 1 of 6 pages
<PAGE>
CUSIP No. 04338D106 13G Page 2 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
Nichimen Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
343,885
SHARES
-------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 147,585
EACH
-------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING
343,885
PERSON
-------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
147,585
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,470
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.7%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 pages
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Item 1(a). Name of Issuer
Asahi/America, Inc.
Item 1(b). Address of Issuer's Principal Office
19 Green Street
Malden, MA 02148
Item 2(a). Name of Person Filing
Nichimen Corporation
Item 2(b). Address of Principal Business Office, or if none,
Residence
1-23 Shiba 4 Chome
Maniato-Ku, Tokyo 108
Japan
Item 2(c). Citizenship
Japan
Item 2(d). Title of Class of Securities
Common Stock
Item 2(e). CUSIP Number
04338D106
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a)[ ] Broker or Dealer registered under Section 15 of the Act
(b)[ ] Bank as defined in section 3(a)(6) of the Act.
(c)[ ] Insurance Company as defined in section 3(a)(19) of the
Act.
(d)[ ] Investment Company registered under section 8 of the
Investment Company Act.
(e)[ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940.
(f)[ ] Employee Benefit Plan, pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act
Page 3 of 6 pages
<PAGE>
of 1974 or Endowment Fund: see section
240.13d-1(b)(1)(ii)(F).
(g)[ ] Parent Holding company, in accordance with section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h)[ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(H).
Item 4. Ownership
If the percent of the class owned, as of
December 31 of the year covered by the
statement, or as of the last day of any
month described in Rule 13d-1(b)(2), if
applicable, exceeds five percent, provide
the following information as of that date
and identify those shares which there is a
right to acquire.
<TABLE>
<S> <C>
(a) Amount Beneficially Owned: 491,470*
(b) Percent of Class: 14.7%
(c) Number of shares as to which such persons has:
(i) sole power to vote or to direct the vote: -343,885-
(ii) shared power to vote or to direct the vote: -147,585-
(iii) sole power to dispose or to direct the
disposition of: -343,885-
(iv) shared power to dispose or to direct the
disposition of: -147,585-
</TABLE>
Note: Nichimen Corporation's shares include 147,585 shares
owned by Nichimen America, Inc., its subsidiary. Nichimen
Corporation is deemed a beneficial owner of such shares.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive
or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities, a
statement to that effect should be included in response to
this item and, if such interest
Page 4 of 6 pages
<PAGE>
relates to more than five percent of the class, such
person should be identified. A listing of the shareholders
of an investment company registered under the Investment
Company Act off 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not
required.
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
If a parent holding company has filed this schedule,
pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item
3(g) and attach an exhibit stating the identity and Item 3
classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule
13d-1(c), attach an exhibit stating the identification of
the relevant subsidiary.
Inapplicable
Item 8. Identification and Classification of Members of the Group.
If a parent holding company has filed this schedule,
pursuant to Rule 13d-1(b)(ii)(H), so indicate under Item
3(b) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has
filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identity of each member of the group.
Inapplicable
Item 9. Notice of Dissolution of Group.
Inapplicable
Item 10. Certification.
Inapplicable
Page 5 of 6 pages
<PAGE>
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: February 12, 1997
Signature: /s/ Masashi Uesugi
------------------------------
Name/Title: Deputy Senior General Manager
Page 6 of 6 pages
