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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Borror Corporation
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(Name of Issuer)
Common Shares, Without Par Value
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(Title of Class of Securities)
10048 10 7
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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).
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CUSIP NO. 100048 10 7 13G PAGE 2 OF 9 PAGES
1. NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Borror Realty Company, David S. Borror, Douglas G. Borror,
Donald A. Borror and Terry E. George
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (SEE INSTRUCTIONS)
[a] X
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[b]
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3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Borror Realty Company: Ohio
David S. Borror, Douglas G. Borror, Donald A. Borror and
Terry E. George: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. SOLE VOTING POWER
See Note 1
6. SHARED VOTING POWER
See Note 2
7. SOLE DISPOSITIVE POWER
See Notes 1 and 3
8. SHARED DISPOSITIVE POWER
See Note 2
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Borror Realty Company: 3,882,000
Donald A. Borror: 3,959,500 (Note 4)
David S. Borror: 3,903,222.98270 (Note 4)
Terry E. George: 3,891,000 (Note 4)
Douglas G. Borror: 3,959,500 (Note 4)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
63.5%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Borror Realty Company: CO
David S. Borror, Douglas G. Borror, Donald A. Borror and
Terry E. George: IN
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NOTES TO COVER PAGE OF SCHEDULE 13G
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NOTE 1
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Borror Realty Company ("BRC") has sole voting and dispositive power
with respect to 3,882,000 shares. David S. Borror, Douglas G. Borror, Donald A.
Borror and Terry E. George are each directors of BRC.
David S. Borror has sole voting and dispositive power with respect to
15,000 shares.
Douglas G. Borror has sole voting and dispositive power with respect to
30,000 shares.
Donald A. Borror has sole voting and dispositive power with respect to
30,000 shares.
Terry E. George has sole voting and dispositive power with respect to
9,000 shares.
NOTE 2
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David S. Borror, Douglas G. Borror, Donald A. Borror and Terry E.
George, as directors of BRC, share voting and dispositive power with respect
to the 3,882,000 shares owned by BRC.
NOTE 3
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David S. Borror has sole dispositive power of his 15,000 shares
discussed in Note 1 and 6,222.98270 shares held in his account under the Borror
Corporation Retirement Plan and Trust.
Terry E. George has sole dispositive power of 1,000 shares discussed in
Note 1 and of 8,000 shares discussed in Note 1 which are subject to an option
which is exercisable by him within sixty (60) days of December 31, 1996.
Douglas G. Borror has sole dispositive power of his 30,000 shares
discussed in Note 1 and 47,500 shares held in his account under the Borror
Corporation Retirement Plan and Trust.
Donald A. Borror has sole dispositive power of his 30,000 shares
discussed in Note 1 and 47,500 shares held in his account under the Borror
Corporation Retirement Plan and Trust.
NOTE 4
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David S. Borror disclaims beneficial ownership of 3,882,000 shares, and
this report shall not be deemed an admission that David S. Borror is the
beneficial owner of those shares for purposes of Section 13(d) or 13(g) or for
any other purpose. David S. Borror owns 14.5% of the issued and outstanding
voting shares of BRC and 20.8% of the issued and outstanding non-voting shares
of BRC, and is a trustee of an irrevocable trust which owns 15.9% of the issued
and outstanding non-voting shares of BRC.
Douglas G. Borror disclaims beneficial ownership of 3,882,000 shares,
and this report shall not be deemed an admission that Douglas G. Borror is the
beneficial owner of those shares for purposes of Section 13(d) or 13(g) or for
any other purpose. Douglas G. Borror owns 31.3% of the issued and outstanding
voting shares of BRC and 34.4% of the issued and outstanding non-voting shares
of BRC, and
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is a joint trustee of a revocable trust which owns 49.5% of the
issued and outstanding voting shares of BRC and 23.9% of the issued and
outstanding non-voting shares of BRC.
Donald A. Borror disclaims beneficial ownership of 3,882,000 shares,
and this report shall not be deemed an admission that Donald A. Borror is the
beneficial owner of those shares for purposes of Section 13(d) or 13(g) or for
any other purpose. Donald A. Borror is a joint trustee of a revocable trust
(established by him) which owns 49.5% of the issued and outstanding voting
shares of BRC and 23.9% of the issued and outstanding non-voting shares of BRC.
Terry E. George disclaims beneficial ownership of 3,882,000 shares, and
this report shall not be deemed an admission that Terry E. George is the
beneficial owner of those shares for purposes of Section 13(d) or 13(g) or for
any other purpose. Terry E. George owns 4.8% of the issued and outstanding
voting shares of BRC and 5.1% of the issued and outstanding non-voting shares of
BRC.
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Item 1(a). Name of Issuer.
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Borror Corporation
Item 1(b). Address of Issuer's Principal Executive Offices.
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5501 Frantz Road
Dublin, Ohio 43017
Item 2(a). Names of Persons Filing.
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Borror Realty Company, David S. Borror, Douglas G. Borror,
Donald A. Borror and Terry E. George
Item 2(b). Address of Principal Business Office.
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5501 Frantz Road
Dublin, Ohio 43017
Item 2(c). Citizenship.
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Borror Realty Company: Ohio; David S. Borror, Douglas G. Borror,
Donald S. Borror and Terry E. George: USA
Item 2(d). Title of Class of Securities.
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Common Shares, Without Par Value
Item 2(e). CUSIP Number.
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100048 10 7
Item 3.
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Group
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Item 4. Ownership.
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(a) Amount beneficially owned: Borror Realty Company: 3,882,000
David S. Borror: 3,903,222.98270(1)
Douglas G. Borror: 3,959,500(1)
Donald A. Borror: 3,959,500(1)
Terry E. George: 3,891,000(1)
(b) Percent of class: 63.5%(2)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Note (3)
(ii) Shared power to vote or to direct the vote:
See Note (4)
(iii) Sole power to dispose or to direct the disposition of:
See Notes (3) and (5)
(iv) Shared power to dispose or to direct the disposition of:
See Note (4)
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(1) David S. Borror disclaims beneficial ownership of 3,882,000 shares, and
this report shall not be deemed an admission that David S. Borror is the
beneficial owner of those shares for purposes of Section 13(d) or 13(g) or for
any other purpose. David S. Borror owns 14.5% of the issued and outstanding
voting shares of BRC and 20.8% of the issued and outstanding non-voting shares
of BRC, and is a trustee of an irrevocable trust which owns 15.9% of the
issued and outstanding non-voting shares of BRC.
Douglas G. Borror disclaims beneficial ownership of 3,882,000 shares,
and this report shall not be deemed an admission that Douglas G. Borror is the
beneficial owner of those shares for purposes of Section 13(d) or 13(g) or for
any other purpose. Douglas G. Borror owns 31.3% of the issued and outstanding
voting shares of BRC and 34.4% of the issued and outstanding non-voting shares
of BRC, and is a joint trustee of a revocable trust which owns 49.5% of the
issued and outstanding voting shares of BRC and 23.9% of the issued and
outstanding non-voting shares of BRC.
Donald A. Borror disclaims beneficial ownership of 3,882,000 shares,
and this report shall not be deemed an admission that Donald A. Borror is the
beneficial owner of those shares for purposes of Section 13(d) or 13(g) or for
any other purpose. Donald A. Borror is a joint trustee of a revocable trust
(established by him) which owns 49.5% of the issued and outstanding voting
shares of BRC and 23.9% of the issued and outstanding non-voting shares of BRC.
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Terry E. George disclaims beneficial ownership of 3,882,000 shares, and
this report shall not be deemed an admission that Terry E. George is the
beneficial owner of those shares for purposes of Section 13(d) or 13(g) or for
any other purpose. Terry E. George owns 4.8% of the issued and outstanding
voting shares of BRC and 5.1% of the issued and outstanding non-voting shares of
BRC.
(2) Based upon a total of 6,239,153 issued and outstanding shares.
(3) Borror Realty Company ("BRC") has sole voting and dispositive power
with respect to 3,882,000 shares. David S. Borror, Douglas G. Borror, Donald A.
Borror and Terry E. George are each directors of BRC.
David S. Borror has sole voting and dispositive power with respect to
15,000 shares.
Douglas G. Borror has sole voting and dispositive power with respect to
30,000 shares.
Donald A. Borror has sole voting and dispositive power with respect to
30,000 shares.
Terry E. George has sole voting and dispositive power with respect to
9,000 shares.
(4) David S. Borror, Douglas G. Borror, Donald A. Borror and Terry E.
George, as directors of BRC, share voting and dispositive power with respect to
the 3,882,000 shares owned by BRC.
(5) David S. Borror has sole dispositive power of his 15,000 shares
discussed in Note 3 and 6,222.98270 shares held in his account under the Borror
Corporation Retirement Plan and Trust. Douglas G. Borror has sole dispositive
power of his 30,000 shares discussed in Note 3 and 47,500 shares held in his
account under the Borror Corporation Retirement Plan and Trust. Donald A. Borror
has sole dispositive power of his 30,000 shares discussed in Note 3 and 47,500
shares held in his account under the Borror Corporation Retirement Plan and
Trust. Terry E. George has sole dispositive power of 1,000 shares discussed in
Note 3 and of 8,000 shares discussed in Note 3 which are subject to an option
which is exercisable by him within sixty (60) days of December 31, 1996.
Item 5. Ownership of 5% or Less of a Class.
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Not Applicable.
Item 6. Ownership of More than 5% on Behalf of Another Person.
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BRC has the right to receive and the power to direct the receipt of
dividends from, or the proceeds from the sale of, 3,882,000 shares.
David S. Borror has the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of, 15,000 shares.
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Douglas G. Borror has the right to receive and the power to direct the
receipt of dividends from or the proceeds from the sale of, 30,000 shares.
Donald A. Borror has the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of, 30,000 shares.
Terry E. George has the right to receive and the power to direct
receipt of dividends from, or the proceeds from the sale of, 1,000 shares; Terry
E. George will have the right to receive and the power to direct receipt of
dividends from, or the proceeds from the sale of, 8,000 shares upon the exercise
of his option as discussed in Note (5) to Item 4.
Item 7. Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
Item 8. Identification and Classification of Members of the Group.
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The Group is comprised of BRC (CO), David S. Borror (IN),
Douglas G. Borror (IN), Donald A. Borror (IN) and Terry E. George (IN).
Item 9. Notice of Dissolution of Group.
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Not applicable.
Item 10. Certification.
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Not applicable.
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Signature
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After reasonable inquiry and to the best of my knowledge and belief, I,
acting on behalf of the Group comprised of all of the persons listed in Item
2(a) above, certify that the information set forth in this statement is true,
complete and correct.
Group comprised of Borror Realty Company,
David S. Borror, Douglas G. Borror, Donald A.
Borror and Terry E. George.
By: /s/ David S. Borror
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David S. Borror
Dated: January 31, 1997
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EXHIBIT A
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AGREEMENT FOR JOINT FILING OF SCHEDULE 13G
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The undersigned hereby agree that the Schedule 13G being filed with the
United States Securities and Exchange Commission to report their beneficial
ownership of more than 5% of the common shares of Borror Corporation, an Ohio
corporation, shall be, and is, filed on behalf of each of the undersigned.
BORROR REALTY COMPANY
1/31/97 By: /s/ Robert A. Meyer, Jr.
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Date Its: Vice President
DAVID S. BORROR
1/31/97 /s/ David S. Borror
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Date
DOUGLAS G. BORROR
1/31/97 /s/ Douglas G. Borror
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Date
DONALD A. BORROR
1/31/97 /s/ Donald A. Borror
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Date
TERRY E. GEORGE
1/31/97 /s/ Terry E. George
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Date
