SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Struthers Industries, Inc.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
863583100
(CUSIP Number)
Richard H. Rowe, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1233 20th Street, N.W., Suite 800
Washington, D.C. 20036
(202) 416-6820
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 5, 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, fshould 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).
Schedule A to Statement
on Schedule 13D
filed to Report Event
of September 5, 1996
Information in Response to
Items 2 through 6 of
Schedule 13D with respect to
Executive Officers and Directors
of WINCO Corp. other than
Filing Persons
The business address of each of the following persons, unless
otherwise indicated herein, is:
1875 Century Park East
Suite 930
Los Angeles, California 90067
Unless otherwise indicated herein, each of the following persons
is a citizen of the United States. Andrew Y. Yan is a citizen of the Peoples
Republic of China.
None of the following persons have been convicted or subject to
any of the judgments, decrees or orders enumerated in Items 2(d) and (e) of
Schedule 13D.
Unless otherwise indicated in the Statement on Schedule 13D of
which this Schedule is a part, none of the following persons beneficially owns
any Common Stock or engaged in any transactions in Common Stock within the 60
days prior to September 5, 1996, or is a party to any contracts, arrangements,
understandings or relationships with respect to Common Stock. See response to
Items 4 and 5 in Statement on Schedule 13D to which the Schedule is a part.
[CAPTION]
<TABLE>
Number of Shares of
Principal Common Stock Has
Occupation if Right to Acquire
Position other than with under Shareholders'
Name with WINCO WINCO Agreement
<S> <C> <C> <C>
Raoul L. Carrol Director Chief Executive 397,500
Officer and
President, WINCOM
Peter G. Olson III Director Consultant -0-
1040 Sky Light View
Colorado Springs, CO 80906
Jarius DeWalt Director Investment Banker,
198,750
M.R. Beal & Company,
Chief Financial
Officer, WINCOM
Michael Muldavin Director Adminisration of 39,750
330 Deneve Drive Not-for-Profit
Los Angeles, CA 90024 Sandock Fund
William A. Shea, Jr. Director private investor 238,500
25 West 54th Street and Chief
New York, New York 10019 Executive
Officer
Brett W. O'Keefe President, 596,250*
Director
Andrew Y. Yan Director Fund Management 397,500
3710 Broadrun Drive (EMC)
Fairfax, VA 22033
Sean P. O'Keefe Director President, Struthers -0-**
Industries, Inc.
Richard Wade Director Executive Vice 397,500
President, WINCOM
Greg Tiefer Director Chairman and CEO -0-
Chiralt Corp
(Biomedical screening,
therapy, drug delivery)
Michael R. Gursey Director owner/manager -0-
Gursey Company,
personal represen-
tation and personal
management of actors
</TABLE>
* Brett W. O'Keefe is a 25% beneficiary of the Trust. He holds 397,500 of the
Shares through the Pueblo Trust.
** Sean P. O'Keefe is a 50% beneficiary of the Trust and a trustee of the
Pueblo Trust and his spouse has the right to acquire 79,500 post split shares
under the Shareholders' Agreement.
Items 2-6.
This Amendment No. 1 to the Statement on Schedule 13D filed by the
Filing Persons to report acquisition of the Shares is filed solely to include
Schedule A to that Statement as initially filed. Schedule A includes
information about the executive officers and directors of WINCO in response to
Items 2 through 6 of Schedule 13D.
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.
[S] [C]
WINCO CORP.
October 16, 1996 by: /s/ William A. Shea, Jr.
Date Signature
William A. Shea, Jr., Director
Name/Title
Northwest Asian Territory
Family Trust III
October 16, 1996 by: /s/ J. A. Gommel
Date Signature
J. A. Gommel, Trustee
Name/Title
October 16, 1996 by: /s/ J. A. Gommel
Date Signature
J. A. Gommel
Name
