SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
MFRI, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
552721 11 02
(CUSIP Number)
Henry M. Mautner
7720 Lehigh Avenue
Niles, Illinois 60714
(847) 966-1000
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 30, 1996
(Date of Event Which Requires Filing of this Statement)
(continued on following pages)
(Page of 7 pages)
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 .
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).<PAGE>
1
NAME OF REPORTING PERSONS Henry M. Mautner
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS* (See Item 3) OO
5
CHECK BOX 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 448,688
8
SHARED VOTING POWER 3,000
9
SOLE DISPOSITIVE POWER 376,162
10
SHARED DISPOSITIVE POWER 75,526
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
451,688
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1 %
14
TYPE OF REPORTING PERSON* IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Introduction
This Statement constitutes the initial filing of Henry M. Mautner (the
"Reporting Person"), Vice Chairman of the Board of MFRI, Inc. (the "Company"
or "MFRI"). On December 30,1996, pursuant to an Agreement for Merger dated
October 25, 1996 by and between Midwesco,Inc. ("Midwesco") and MFRI, as
amended, Midwesco merged with and into MFRI. Prior to the consummation of
the Merger ("Merger Consideration"), the Reporting Person owned approximately
20% of the outstanding capital stock of Midwesco. As consideration for the
Merger, MFRI issued an aggregate of 2,124,298 shares of common stock, par
value $.01 per share, of MFRI ("MFRI Common Stock") to Midwesco's
shareholders, 419,938 shares of which were issued to the Reporting Person or
183.7 shares of MFRI Common Stock for each share of Midwesco capital stock
owned by him immediately prior to the Merger.
Item 1. Security and Issuer
The class of equity securities to which this Statement relates is
the MFRI Common Stock. The Company's principal executive offices are located
at 7720 Lehigh Avenue, Niles, Illinois 60714.
Item 2. Identity and Background
(a) Name: Henry M. Mautner
(b) and (c) Present Principal Occupation and Business Address:
Vice Chairman of the Board
MFRI, Inc.
7720 Lehigh Avenue
Niles, Illinois 60714
(d) and (e) Henry M. Mautner has not, during the last five years,
(i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) 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 of such laws.
Item 3. Source and Amount of Funds or Other Consideration
As a result of the Reporting Person's ownership of capital stock of
Midwesco, he received 419,938 shares of MFRI Common Stock in the
Merger.
Item 4. Purpose of the Transaction
(a)-(c) and (e)-(j) Other than the Merger, which was consummated on
December 30, 1996, the Reporting Person has no plans or proposals that
would result in any of the consequences listed in paragraphs (a)-(c) and
(e)-(j) of Item 4 of Schedule 13D.
(d) As stated in the definitive proxy statement dated November 12,
1996 relating to the Special Meeting of stockholders of MFRI held on
December 16, 1996, the Board of Directors of MFRI intends to elect
Bradley E. Mautner as Vice President of MFRI and Don Gruenberg as Vice
President and Director of MFRI.
[continued on following pages]
<PAGE>
Item 5. Interest in Securities of the Issuer
<TABLE>
(a), (b) and (c) Set forth in the table below are the number and
percentage of shares of MFRI Common Stock beneficially owned by the
Reporting Person:
<CAPTION>
Number of Number of Number of Number of
Shares Shares Shares Shares Aggregate
Beneficially Beneficially Beneficially Beneficially Number of Percentage
Owned with Owned with Owned with Owned with Shares of Shares
Sole Shared Sole Shared Beneficially Beneficially
Voting Power Voting Power Disposative PowerDisposative PowerOwned Owned
<S> <C> <C> <C> <C> <C> <C>
448,688 (1) 3,000 (2) 376,162 (3) 75,526 (4) 451,688 9.1 %
</TABLE>
(1) Includes 419,938 shares of MFRI Common Stock acquired in the Merger.
See "Introduction."The Filing person has effected no other
transactions in MFRI Common Stock during the past 60 days.
Also includes 28,750 shares that are subject to stock options
granted by MFRI that were exercisable on December 30, 1996 or
which have or will become exercisable within 60 days thereafter.
(2) Includes 3,000 shares of MFRI Common Stock held in joint tenancy with
the Reporting Person's spouse,1,500 of which the Reporting Person
disclaims beneficial ownership of.
(3) Represents the shares identified in Note (1) less shares placed in
escrow pursuant to the Merger Agreement (the "Escrow Shares").
(4) Represents the shares identified in Note (2) plus the Escrow Shares.
Item 6. Contract, Arrangements, Understanding or Relationships with
respect to Securities of Issuer
Pursuant to the Merger Agreement, the shareholders of Midwesco placed
an aggregate of 300,000 shares of MFRI Common Stock received by them
in the Merger (including 59,304 shares owned by the Reporting Person)
in an escrow account to support Midwesco's indemnification obligations
under the Merger Agreement and up to 66,890 additional shares
(including 13,222 shares owned by the Reporting Person) in a special
escrow related to the litigation liabilities assumed by MFRI. The
Reporting Person retains all voting and divided rights relating to
such shares. Except for the Merger Agreement, and the stock options
granted under MFRI's stock option plans, the Reporting Person is
not a party to any contracts, arrangements or understandings with
respect to any securities of MFRI.
Item 7. Material to be Filed as Exhibits
Exhibit A - Agreement for Merger, dated October 25, 1996, by and
between MFRI, Inc. and Midwesco, Inc. [Incorporated by reference
to pages A-1 to A-35 of the Company's Proxy Statement dated
November 12, 1996 relating to the Special Meeting of Stockholders held
on December 16, 1996 (SEC File No. 1-18370)]
Exhibit B - Agreement and Plan of Merger, as amended, dated
October 25, 1996, by and between MFRI, Inc. and Midwesco, Inc.
[Incorporated by reference to Exhibit 2.2 of the Current Report
on Form 8-K of MFRI, Inc. dated December 30, 1996 (SEC File
No. 1-18370)]
<PAGE>
After reasonable inquiry and to the best of my knowledge and believe,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 9, 1997
/s/ Henry M. Mautner
Henry M. Mautner
LIE0023
