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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. 3)
Simpson Manufacturing Co., Inc.
(Name of Issuer)
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Common Stock
(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)
April 30, 1999
(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(e), 13d-1(f) or 13d-1(g), check
the following box / /.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
SEC 1746 (10-97)
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CUSIP No. 829073105 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
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) /X/
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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 386,617
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 152,500
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 368,617
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10 SHARED DISPOSITIVE POWER
152,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
539,117
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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)
4.7
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 829073105 13D 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 persons 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, are as follows:
(a) Thomas J Fitzmyers.
(b) See Item 1 above for the business address of Thomas J Fitzmyers.
(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 citizens of the United States of America.
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CUSIP No. 829073105 13D Page 4 of 5 Pages
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 $ 1,517,503.76
SMCO Working Capital $ 1,262,500.00
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 Voting Power Dispositive Power
Owned --------------------- ---------------------
Name Number Percent Sole Shared Sole Shared
- ---------- ------------ ------- ---------- ---------- ---------- ----------
Thomas J
Fitzmyers 539,117(1-2) 4.7 386,617(1) 152,500(2) 386,617(1) 152,500(2)
(1) Includes 14,985 shares of Stock receivable on exercise of options that
are exercisable within 60 days.
(2) Includes 152,500 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
152,500 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 March 1,
1999:
Purchase Number Price
Name or Sale Date of Shares Per Share
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Fitzmyers P 04/30/99 200,000 $11.50
Fitzmyers S 04/30/99 200,000 $46.25
Thomas J Fitzmyers exercised an option to purchase 200,000 shares of the
Stock on April 30, 1999, and he sold such shares through the New York Stock
Exchange on the same day.
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CUSIP No. 829073105 13D 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"), a copy of which is attached as Exhibit 4.1 to Exhibit A hereto.
Thomas J Fitzmyers holds five Nonstatutory Stock Options granted under the
Plan, entitling him to purchase up to 25,110 shares of Stock, of which
14,985 shares of Stock may be purchased within 60 days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Exhibit 4.1 to SMCO's Form S-8 Registration Statement dated October 7,
1997, is incorporated herein by reference.
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: May 10, 1999.
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/s/ Thomas J Fitzmyers
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Thomas J Fitzmyers
