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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Total Control Products, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
89149V 10 6
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(CUSIP Number)
Kurt Priester
119 Cliffwood Lane
Greer, South Carolina 29650
864-268-0678
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 19, 1997
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(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 / /.
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. 89149V 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KP One, Inc., formerly known as Computer Dynamics, Inc.
57-1015743
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
South Carolina
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ X /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0 %
14 TYPE OF REPORTING PERSON *
co
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SCHEDULE 13D
CUSIP NO. 89149V 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kurt Priester
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, 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. Citizen
7 SOLE VOTING POWER
799,029
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 799,029
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
799,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ X /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14 TYPE OF REPORTING PERSON *
IN
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SCHEDULE 13D
CUSIP NO. 89149V 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Susan Priester
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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. Citizen
7 SOLE VOTING POWER
233,010
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 233,010
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,010
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0 %
14 TYPE OF REPORTING PERSON *
IN
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Item 1. SECURITY AND ISSUER.
This Amendment No. 1 ("Amendment") to the original statement on
Schedule 13D ("Schedule 13D") filed with the Securities and Exchange
Commission ("SEC") on October 16, 1997, relates to the shares of common
stock, no par value ("Common Stock"), of Total Control Products, Inc., an
Illinois corporation ("Issuer"), and a warrant to acquire 100,000 shares of
Common Stock of the Issuer ("Warrant"), which Warrant is fully vested and
expires on October 5, 2007. The Common Stock and the Warrant are hereinafter
collectively referred to as the "Securities." The principal executive offices
of the Issuer is at 2001 North Janice Avenue, Melrose Park, IL 60160 (708)
345-5500.
Item 2. IDENTITY AND BACKGROUND.
(a)-(c), (f). This Schedule 13D is filed on behalf of KP One, Inc., a South
Carolina corporation (previously known as Computer Dynamics, Inc.) (the
"Company"), Kurt Priester and Susan Priester (collectively, "Reporting
Persons") who have signed a Joint Filing Agreement which is attached hereto
as Exhibit "A." The Reporting Persons acquired beneficial ownership of the
Securities of the Issuer reported herein on October 5, 1997 pursuant to an
Asset Purchase Agreement ("Purchase Agreement") previously filed as Exhibit B
to the Schedule 13D and is hereby incorporated by reference as though fully
set forth herein, and the Warrant previously filed as Exhibit C to the
Schedule 13D and is hereby incorporated by reference as though fully set
forth herein. On November 19, 1997 the Company completed the transfer of all
of its interest in the shares of Common Stock of the Issuer owned by it to
Kurt Priester as full satisfaction and payment of a loan from Kurt Priester
to the Company. This Schedule 13D includes the information with respect to
the officers, directors and control persons of the Company.
REPORTING PERSONS
(i) KP One, Inc., a South Carolina corporation
119 Cliffwood Lane
Greer, SC 29601
Prior to the consummation of the transactions contemplated by the
Purchase Agreement, the Company manufactured custom computer hardware and
software for the industrial control market.
THE OFFICERS, DIRECTORS AND CONTROL PERSONS OF THE COMPANY ARE AS
FOLLOWS:
OFFICERS:
1. Kurt Priester President, Treasurer and Secretary
DIRECTORS:
1. Kurt Priester
2. Susan Priester
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CONTROL PERSONS:
1. Kurt Priester 100% shareholder
The Officers, Directors and Control Persons are hereafter collectively
referred to as "Control Persons".
(ii) Kurt Priester, a U.S. citizen
119 Cliffwood Lane
Greer, SC 29601
Kurt Priester is the President of Computer Dynamics of Illinois, Inc.
d/b/a Computer Dynamics, Inc., an Illinois corporation (formerly known as
SC Acquisition #1, Inc.) (the "Purchaser"). Purchaser is located at 7640
Pelham Road, Greenville, South Carolina, 29615. Purchaser manufactures
custom computer hardware and software for the industrial control market.
(iii) Susan Priester, a U.S. citizen
119 Cliffwood Lane
Greer, SC 29601
Susan Priester is an employee of the Purchaser.
d) During the last 5 years, none of the Reporting Persons and none of the
Control Persons have been convicted in a criminal proceeding (excluding
traffic or similar misdemeanors).
e) During the last 5 years, none of the Reporting Persons and none of the
Control Persons above have 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.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Company assigned all of its interest in the shares of Common Stock
of the Issuer owned by it to Kurt Priester as full satisfaction and payment
of a loan totaling $10,092,231 from Kurt Priester to the Company.
The Reporting Persons originally obtained the Securities in a
transaction whereby the Company , Susan Priester d/b/a Lines Unlimited and
other related entities sold to the Issuer substantially all of their assets,
properties, rights and businesses as a going concern as of October 5, 1997
and Kurt Priester agreed to terminate his right to receive certain royalty
payments from Seller and certain of its related entities, on the terms
specified in the Purchase Agreement in exchange for the shares of Common
Stock reported herein. As additional consideration to enter into the
Purchase Agreement, the Issuer granted to Kurt Priester the Warrant. Prior to
October 5,
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1997, none of the Reporting Persons and none of the Control Persons were the
beneficial owners of any shares of Common Stock.
Item 4. PURPOSE OF THE TRANSACTION.
The Reporting Persons originally acquired the Securities in exchange
for substantially all the assets of the Company and certain other related
entities and the termination of Kurt Priester's right to receive certain
royalty payments. Purchaser's acquisition of the assets of the Reporting
Persons will not cause a change in the structure of management or the board
of directors of the Issuer, nor will it affect a change in the Issuer's
articles of incorporation, bylaws, or current dividend policy. The
Reporting Persons had and have no plans or proposals to engage in any of the
activities described in items (a) through (j) of the Instructions to Item 4.
In connection with the transaction contemplated by the Purchase
Agreement, the Issuer issued an additional 932,039 shares of authorized but
unissued shares of Common Stock and the Warrant. Additionally, the Company
may acquire additional shares of Common Stock in connection with the payment
of certain future consideration pursuant to the terms of the Purchase
Agreement based on the growth in earnings of the business conducted by
Purchaser in each of the first five years after the closing. The maximum
number of shares of Common Stock that may be issued to the Reporting Persons
pursuant to the terms of the Purchase Agreement, including shares of Common
Stock previously issued to the Reporting Persons, is 1.38 million shares.
The Issuer has agreed to solicit a vote from its shareholders to allow the
total number of shares of Common Stock to be issued under the Purchase
Agreement to exceed 1.38 million shares.
Kurt Priester acquired the shares of Common Stock previously held by
the Company in full satisfaction and payment of loans made by him to the
Company. The acquisition of the Securities by Kurt Priester will not cause a
change in the structure of management or the board of directors of the
Issuer, nor will it affect a change in the Issuer's articles of
incorporation, bylaws, or current dividend policy. Kurt Priester has no
plans or proposals to engage in any of the activities described in items (a)
through (j) of the Instructions to Item 4.
Item 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a)-(c) The ownership percentages are computed based on a total of 7,848,504
shares of Common Stock outstanding on October 31, 1997. On October 5, 1997,
the Company, Kurt Priester and Susan Priester acquired combined beneficial
ownership of 1,032,039 shares of Common Stock (13.1% of the total number of
shares of Common Stock outstanding) directly from the Issuer in a
non-broker/dealer related transaction in exchange for certain business
assets. Each share of Common Stock issued was valued at $12.875 per share.
On November 19, 1997, the Company completed the transfer of all of its
interest in its shares of Common Stock of the Issuer to Kurt Priester.
(i) The Company does not beneficially own any shares of Common Stock.
(ii) Kurt Priester beneficially owns 799,029 shares (10.1% of the total
number of shares of Common Stock outstanding) of Common Stock and has the
sole power to vote and direct the vote and the sole power to dispose and
direct the disposition of such shares. Kurt Priester
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acquired the direct beneficial ownership of 100,000 shares of Common Stock
through the issuance of the Warrant and acquired direct beneficial ownership
of 699,029 shares from the Company pursuant to the transactions described
above. Kurt Priester's beneficial ownership excludes 233,010 shares of
Common Stock beneficially owned by Susan Priester (wife of Kurt Priester), as
to which Kurt Priester disclaims beneficial ownership pursuant to Rule 13d-4.
(iii) Susan Priester beneficially owns 233,010 shares (3.0% of the total
number of shares of Common Stock outstanding) of Common Stock. Susan
Priester acquired a direct beneficial ownership in 233,010 shares of the
Common Stock in connection with the consummation of the transaction
contemplated by the Purchase Agreement and she possesses sole power to vote
and direct the vote and the sole power to dispose and direct the disposition
of such shares. Susan Priester's beneficial ownership excludes 799,029
shares of Common Stock beneficially owned by Kurt Priester (husband of Susan
Priester), as to which Susan Priester disclaims beneficial ownership pursuant
to Rule 13d-4.
d) not applicable
e) not applicable
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The terms of the Purchase Agreement, filed as Exhibit B to the
Schedule 13D, is hereby incorporated herein by reference as though fully set
forth herein. The terms of the Warrant, filed as Exhibit C to the Schedule
13D, is hereby incorporated herein by reference as though fully set forth
herein.
Pursuant to the terms of the Registration Rights Agreement (filed as
Exhibit D to the Schedule 13D and hereby incorporated herein by reference as
though fully set forth herein) entered into as part of the transaction
contemplated by the Purchase Agreement, certain amounts of the Common Stock
held by the Company and Kurt Priester are entitled to piggyback registration
rights to the extent that Nic Gihl, Chief Executive Officer of the Issuer,
chooses to register shares of Common Stock owned by him in certain securities
offerings of the Issuer.
Pursuant to the terms of the Escrow Agreement (filed as Exhibit E to
the Schedule 13D and hereby incorporated herein by reference as though fully
set forth herein), in connection with the consummation of the transactions
contemplated by the Purchase Agreement, the Company deposited 116,505 shares
of Common Stock received by it in connection with such transaction into an
escrow fund. After the consummation of the transfer of the shares of Common
Stock from the Company to Kurt Priester, the same number of shares will
remain in the escrow fund in the name of Kurt Priester. The Common Stock is
being held in escrow to secure the payment of potential claims made against
the Reporting Persons and certain other parties and may be replaced by the
Reporting Persons with cash at any time.
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Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Copies of the written agreements relating to the acquisition of the
Securities, contracts, arrangements, understandings, change in capital
structure, the transfer of voting securities, the Registration Rights and
Escrow Agreements have been identified in Item 6 above and are attached or
incorporated by reference as already herein specified.
1. "Exhibit A" is the Joint Filing Agreement signed by each of the Reporting
Persons.
2. "Exhibit B" is the Purchase Agreement, which was filed as Exhibit B to
the Schedule 13D filed on October 16, 1997 and is hereby incorporated by
reference.
3. "Exhibit C" is the Warrant Agreement, which was filed as Exhibit C to the
Schedule 13D filed on October 16, 1997 and is hereby incorporated by
reference.
4. "Exhibit D" is the Registration Rights Agreement, which was filed as
Exhibit D to the Schedule 13D filed on October 16, 1997 and is hereby
incorporated by reference.
5. "Exhibit E" is the Escrow Agreement, which was filed as Exhibit E to the
Schedule 13D filed on October 16, 1997 and is hereby incorporated by
reference.
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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.
Dated: November 19, 1997
By: /s/ Kurt Priester
---------------------------------
Kurt Priester
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.
Dated: November 19, 1997
KP One, Inc., formerly known as
Computer Dynamics, Inc.
By: /s/ Kurt Priester
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Kurt Priester, its President
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.
Dated: November 19, 1997
Susan Priester d/b/a Lines Unlimited
By: /s/ Susan Priester
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Susan Priester
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EXHIBIT A
AGREEMENT FOR JOINT FILING
By this agreement, the undersigned agree that the Statement on Schedule 13D
being filed on or about this date, with respect to the ownership of shares of
common stock of Total Control Products, Inc. and any subsequent amendment to
such Schedule 13D filed by any of the undersigned, is being filed on behalf of
each of us.
Dated: November 19, 1997
KP One, Inc., previously known as
Computer Dynamics, Inc.
BY: /s/ Kurt Priester
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Kurt Priester, President
Kurt Priester
BY: /s/ Kurt Priester
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Kurt Priester
Susan Priester
By: /s/ Susan Priester
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Susan Priester
