UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
ASAHI/AMERICA, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
04338D106
--------------
(CUSIP Number)
December 31, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c) (Amendment filed pursuant to Rule 13d-2(b))
|_| Rule 13d-1(d)
*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).
Page 1 of 7 pages
<PAGE>
- ---------------------------------- ---------------------------
| CUSIP NO. 04338D106 | 13G | Page 2 of 7 Pages |
| ----------- | | --- --- |
- ---------------------------------- ---------------------------
|--------|---------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) |
| | |
| | Leslie B. Lewis |
|--------|---------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] |
| | (b) [ ] |
| | |
|--------|---------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|--------|---------------------------------------------------------------------|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | United States of America |
|-----------------|--------|---------------------------------------------------|
| | 5 | SOLE VOTING POWER |
| | | 931,030 |
| NUMBER OF |--------|---------------------------------------------------|
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |--------|---------------------------------------------------|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | | 723,773 |
| PERSON |--------|---------------------------------------------------|
| WITH | 8 | SHARED DISPOSITIVE POWER |
| | | 0 |
|------------------------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 931,030 |
|--------|---------------------------------------------------------------------|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ] |
| | SHARES |
| | |
|--------|---------------------------------------------------------------------|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 27.52% of Common Stock beneficially owned |
|--------|---------------------------------------------------------------------|
| 12 | TYPE OF REPORTING PERSON |
| | IN |
- --------------------------------------------------------------------------------
Page 2 of 7 pages
<PAGE>
Item 1(a). Name of Issuer
--------------
Asahi/America, Inc.
Item 1(b). Address of Issuer's Principal Office
------------------------------------
35 Green Street
Malden, MA 02148
Item 2(a). Name of Person Filing
---------------------
Leslie B. Lewis
Item 2(b). Address of Principal Business Office, or if None, Residence
-----------------------------------------------------------
c/o Asahi/America, Inc.
35 Green Street
Malden, MA 02148
Item 2(c). Citizenship
-----------
United States of America
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)
or (c), check whether the person filing is a:
(a)[ ] Broker or dealer registered under Section 15 of the Exchange
Act
(b)[ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)[ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d)[ ] Investment company registered under Section 8 of the
Investment Company Act.
(e)[ ] Investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f)[ ] Employee benefit plan, or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g)[ ] Parent holding company or control person, in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i)[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
Page 3 of 7 Pages
<PAGE>
(j)[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box [X].
This statement is an amendment filed pursuant to Rule
13d-2(b).
Item 4. Ownership
---------
Provide the following information regarding the aggregate number and
percentage of the class of the securities of the issuer identified
in Item 1.
(a) Amount Beneficially Owned:
931,030 (includes 207,257 shares owned by Wells Fargo Bank, N.A. as
executor of the estate of Alan Baker, over which Mr. Lewis has
voting control pursuant to the terms of a voting trust. Mr. Lewis
holds a currently exercisable option and right of first refusal to
purchase the shares owned by Wells Fargo Bank, N.A.; does not
include shares in the Asahi/America, Inc. 401(k) plan in which Mr.
Lewis has an interest)
(b) Percent of Class:
% of Common Stock beneficially owned
(c) Number of shares as to which such persons has:
(i) sole power to vote or to direct the vote:
931,030 shares of common stock
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the disposition of:
723,773
(iv) shared power to dispose or to direct the disposition of:
-0-
Page 4 of 7 pages
<PAGE>
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 [ ].
Inapplicable
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 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 of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
Wells Fargo Bank, N.A., executor of the estate of Alan Baker.
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 group has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(J), so indicate under Item 3(h) 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(d), attach an exhibit stating the identity of each member
of the group.
Inapplicable
Page 5 of 7 pages
<PAGE>
Item 9. Notice of Dissolution of Group.
-------------------------------
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by the members of the group, in their individual
capacity. (See Item 5.)
Inapplicable
Item 10. Certification.
--------------
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having such purposes or effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 6 of 7 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, 1999
-----------------------------
Signature: /s/ Leslie B. Lewis
------------------------
Name/Title: Leslie B. Lewis
---------------
Page 7 of 7 pages
