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OMB APPROVAL
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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. 2)
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 5, 1997
(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 680,992
BENEFICIALLY
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OWNED BY 8 SHARED VOTING POWER
EACH 150,000
REPORTING
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PERSON 9 SOLE DISPOSITIVE POWER
WITH 680,992
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10 SHARED DISPOSITIVE POWER
150,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,992
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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)
7.1
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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
- ------------------- --------------- --------------
Thomas J Fitzmyers Personal Funds $ 1,517,503.76
SMCO's Profit Sharing Trusts Working Capital $ 1,262,500.00
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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.
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
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Thomas J
Fitzmyers 830,992(1-2) 7.1 680,992(1) 150,000(2) 680,992(1) 150,000(2)
(1) Includes 209,360 shares of Stock receivable on exercise of
options that are exercisable within 60 days.
(2) Includes 150,000 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 150,000
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 6, 1997:
Type of Purchase Number Price Broker
Name Security or Sale Date of Shares Per Share Used
- ---------- -------- -------- -------- --------- --------- ------
Fitzmyers Common S 7/25/97 10,000 $34.00 *
Fitzmyers Common S 7/28/97 2,200 $34.00 *
Fitzmyers Common S 7/30/97 500 $34.00 *
Fitzmyers Common S 7/31/97 1,000 $34.00 *
Fitzmyers Common S 8/01/97 6,300 $34.00 *
Fitzmyers Common S 8/04/97 12,000 $34.00 *
Fitzmyers Common S 8/04/97 8,000 $34.25 *
Fitzmyers Common S 8/05/97 15,000 $34.25 *
Fitzmyers Common S 8/13/97 1,000 $34.00 *
Fitzmyers Common S 8/14/97 9,000 $34.00 *
* J.P. Morgan Securities, Inc. served as the broker
for these sales.
All transactions were executed through the NASDAQ National Market
System.
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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 209,360
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: September 8, 1997.
/s/ Thomas J Fitzmyers
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Thomas J Fitzmyers
