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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Simpson Manufacturing Co., Inc.
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
829073105
(CUSIP Number)
Christina M. O'Brien, Esq.
Shartsis Friese & Ginsburg, LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 6, 1996
(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 / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 829073105 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Thomas J Fitzmyers
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 868,867
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 100,000
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 868,867
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10 SHARED DISPOSITIVE POWER
100,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
968,867
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 829073105 Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of Simpson
Manufacturing Co., Inc., a California corporation ("SMCO"). The principal
executive office of SMCO is located at 4637 Chabot Drive, Suite 200,
Pleasanton, California 94588.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and
controlling persons, and the information regarding them, is as follows:
(a) Thomas J Fitzmyers.
(b) The business address of Thomas J Fitzmyers is 4637 Chabot Drive,
Suite 200, Pleasanton, California 94588.
(c) The principal occupation of Thomas J Fitzmyers is President and
Chief Executive Officer of SMCO. See Item 1 above for the
address of SMCO.
(d) During the last five years, Thomas J Fitzmyers has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, Thomas J Fitzmyers was not 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.
(f) Thomas J Fitzmyers is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as
follows:
Purchaser Source of Funds Amount
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Thomas J Fitzmyers Personal Funds $1,689,415.44
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SCHEDULE 13D
CUSIP No. 829073105 Page 4 of 5 Pages
ITEM 4. PURPOSE OF TRANSACTION.
The sole purpose of the acquisitions of the Stock reported herein was and
is for investment. Thomas J Fitzmyers is the President and Chief Executive
Officer of SMCO, and, as such, influences management of SMCO. Thomas J
Fitzmyers currently intends to sell an additional 40,000 shares of Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Stock of the person named in Item 2 of this
statement is as follows at the date hereof:
Aggregate
Beneficially Owned Voting Power Dispositive Power
-------------------- --------------------- ---------------------
Name Number Percent Sole Shared Sole Shared
- ---------- ------------ ------- ---------- ---------- ---------- ----------
Thomas J
Fitzmyers 968,867(1-2) 8.3 868,867(1) 100,000(2) 868,867(1) 100,000(2)
(1) Includes 208,235 shares of Stock receivable on exercise of
options that are exercisable within 60 days.
(2) Includes 100,000 shares of Stock owned by SMCO's profit sharing
trusts, of which Thomas J Fitzmyers shares voting and dispositive
power with the other members of the committee appointed by SMCO
to administer the profit sharing trusts. Thomas J Fitzmyers
disclaims beneficial ownership of the 100,000 shares of Stock,
except to the extent of his participation as a beneficiary of one
of the trusts.
The person filing this statement effected the following transactions in the
Stock on the dates indicated, and such transactions are the only
transactions by the person filing this statement in the Stock since June 7,
1996:
Type of Purchase Number Price Broker
Name Security or Sale Date of Shares Per Share Used
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Thomas J
Fitzmyers Common S 07/26/96 1,500 $20.25 *
Thomas J
Fitzmyers Common S 07/30/96 18,500 19.75 *
Thomas J
Fitzmyers Common S 08/02/96 2,500 19.75 *
Thomas J
Fitzmyers Common S 08/06/96 1,500 19.75 *
* J.P. Morgan Securities Inc. served as the broker for these sales.
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SCHEDULE 13D
CUSIP No. 829073105 Page 5 of 5 Pages
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Thomas J Fitzmyers participates in the SMCO 1994 Stock Option
Plan (the "Plan"), which is described on pages 13 to 16 of Exhibit A hereto
(and a copy of which is attached as Exhibit B to such Exhibit A hereto).
Thomas J Fitzmyers holds two Nonstatutory Stock Options granted under the
Plan, entitling him to purchase up to 211,610 shares of Stock, of which
208,235 shares of Stock may be purchased within 60 days. The option that
SMCO granted to Thomas J Fitzmyers on May 25, 1994 (the "1994 Option") is
described on pages 12 to 16 of Exhibit A hereto. On February 14, 1995,
SMCO granted Thomas J Fitzmyers another Nonstatutory Stock Option (the
"1995 Option"). The 1995 Option entitles Thomas J Fitzmyers to purchase up
to 4,500 shares of Stock at an exercise price of $10.25 per share. The
1995 Option becomes exercisable with respect to 1,125 shares of Stock on
February 14 of each of 1996, 1997, 1998 and 1999. The 1995 Option expires
on February 14, 2002. The 1995 Option is otherwise substantially the same
as the 1994 Option.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Simpson Manufacturing Co., Inc. Proxy Statement dated
April 17, 1995, is incorporated herein by reference.
B. Nonstatutory Stock Options dated May 25, 1994, and
February 14, 1995, granted to Thomas J Fitzmyers, are incorporated herein
by reference to Appendix II of Exhibit 10.34(a) to SMCO's Registration
Statement on Form S-1, Registration Number 33-76370, filed on March 14,
1994.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this statement is true, complete and
correct.
DATED: August 6, 1996.
/s/ Thomas J Fitzmyers
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Thomas J Fitzmyers
