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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
TCC Industries, Inc.
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(Name of Issuer)
Common Stock, $1.00 Par Value
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(Title of Class of Securities)
872254-10-7
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(CUSIP Number)
Walter A. DeRoeck
7942 Great Northern Boulevard
Austin, Texas 78701 (512) 419-7502
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 24, 1999
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) for other parties to whom copies are to be
sent.
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13D
(Amendment No. 6) Page 2 of 9 Pages
CUSIP No. 872254-10-7
1. Name of Reporting Person: Walter A. DeRoeck
S.S. or I.R.S. Identification Nos. of Above Person: ###-##-####
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2. Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
N/A - Sale
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
United States Citizen
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Number of Shares 7. Sole Voting Power None
Beneficially Owned by Each 8. Shared Voting Power None
Reporting Person 9. Sole Dispositive Power None
10. Shared Dispositive Power None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
None
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
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13. Percent of Class Represented by Amount in Row (11)
0.00%
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14. Type of Reporting Person
Individual
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Page 3 of 9 Pages
CUSIP No. 872254-10-7
1. Name of Reporting Person: Robert Thomajan
S.S. or I.R.S. Identification Nos. of Above Person: ###-##-####
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2. Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
N/A - Sale
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
United States Citizen
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Number of Shares 7. Sole Voting Power None
Beneficially Owned by Each 8. Shared Voting Power None
Reporting Person 9. Sole Dispositive Power None
10. Shared Dispositive Power None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
None
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
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13. Percent of Class Represented by Amount in Row (11)
0.00%
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14. Type of Reporting Person
Individual
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Page 4 of 9 Pages
CUSIP No. 872254-10-7
1. Name of Reporting Person: Chamois Family
Partnership, Ltd.
S.S. or I.R.S. Identification Nos. of Above Person: 74-2851032
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2. Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
N/A - Sale
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Texas
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Number of Shares 7. Sole Voting Power None
Beneficially Owned by Each 8. Shared Voting Power None
Reporting Person 9. Sole Dispositive Power None
10. Shared Dispositive Power None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
None
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
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13. Percent of Class Represented by Amount in Row (11)
0.00%
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14. Type of Reporting Person
Partnership
<PAGE> 5
13D
(Amendment No. 6) Page 5 of 9 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $1.00 par value ("Common
Stock"), of TCC Industries, Inc. ("Company" or "TCC"), the principal executive
offices of which are located at 7942 Great Northern Boulevard, Austin, Texas
78757.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by the below-named natural persons:
(a) Walter A. DeRoeck and Robert Thomajan.
(b) Mr. DeRoeck's address is 3107 Above Stratford Place, Austin, Texas
78746. Mr. Thomajan's address is 2900 Westlake Cove, Austin, Texas 78746.
(c) Mr. DeRoeck is the Chairman and Co-chief Executive Officer of the
Company, and Mr. Thomajan is Co-chief Executive Officer and President of the
Company. TCC is a holding company, and its principal executive offices of which
are located at 7942 Great Northern Boulevard, Austin, Texas 78757.
(d) Neither Mr. DeRoeck nor Mr. Thomajan has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors)
during the last five years.
(e) Neither Mr. DeRoeck nor Mr. Thomajan has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction the
result of which proceeding was 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
during the last five years.
(f) Mr. DeRoeck and Mr. Thomajan are citizens of the United States.
This statement is also being filed by Chamois Family Partnership, Ltd.
("Partnership"), a Texas limited partnership. Mr. Thomajan serves as the sole
general partner of the Partnership. The Partnership, the address of which is
2900 Westlake Cove, Austin, Texas 78746, was formed on behalf of Mr. Thomajan on
July 11, 1997, for the purpose of acquiring and holding assets for the benefit
of Mr. Thomajan and members of Mr. Thomajan's family.
The Partnership has not been convicted in a criminal proceeding during
the last five years.
The Partnership has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, the result of which
proceeding was 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 during the last five
years.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable - the transaction being reported is a sale.
ITEM 4. PURPOSE OF TRANSACTION
Not applicable - the transaction reported herein is a private sale of
securities.
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13D
(Amendment No. 6) Page 6 of 9 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares of Common Stock beneficially owned
by Mr. DeRoeck and the percentage which those shares are of the total
outstanding shares of Common Stock are as follows:
Walter A. DeRoeck 0 shares 0.00%
The aggregate number of shares of Common Stock beneficially owned by
Mr. Thomajan and the percentage which those shares are of the total outstanding
shares of Common Stock are as follows:
Robert Thomajan 0 shares 0.00%
The aggregate number of shares of Common Stock beneficially owned by
the Partnership and the percentage which those shares are of the total
outstanding shares of Common Stock are as follows:
Chamois Family Partnership, Ltd. 0 shares 0.00%
Mr. DeRoeck has an option to acquire 4,000 shares of Common Stock, at a
price of $2.125 share, pursuant to the 1995 Non-Employee Directors Stock Option
Plan and 1,500,000 shares of Common Stock, at a price of $6.18 per share,
pursuant to the 1997 Incentive and Performance Stock Option Plan. Mr. Thomajan
has an option to acquire 4,000 shares of Common Stock, at a price of $2.125
share, pursuant to the 1995 Non-Employee Directors Stock Option Plan and
1,500,000 shares of Common Stock, at a price of $6.18 per share, pursuant to the
1997 Incentive and Performance Stock Option Plan.
(b) None of Mr. DeRoeck, Mr. Thomajan, or Mr. Thomajan as the sole
general partner of the Partnership, has any power to vote or direct the vote of
or any power to dispose or direct the disposition of shares of Common Stock.
(c) A description of the transactions involving the Common Stock that
were effected by Mr. DeRoeck through July 22, 1997 was set forth in the Schedule
13D, dated February 16, 1996, Amendment No. 1 to Schedule 13D, dated March 27,
1996, Amendment No. 2 to Schedule 13D, dated February 6, 1997, and Amendment No.
4 to Schedule 13D, dated July 22, 1997, filed on behalf of Mr. DeRoeck. Mr.
DeRoeck has not engaged in any transactions involving the Common Stock since
July 22, 1997.
A description of the transactions involving the Common Stock that were
effected by Mr. Thomajan through May 23, 1997 was set forth in Amendment No. 2
to Schedule 13D, dated February 6, 1997, and Amendment No. 3 to Schedule 13D,
dated May 23, 1997, filed on behalf of Mr. Thomajan. In addition, included in
the shares being sold, as reported in this Amendment No. 6 to Schedule 13D, are
an aggregate of 10,000 shares of Common Stock which Mr. Thomajan purchased at
various times during April 1998 at prices ranging from $5.00 per share to $5.625
per share. These 10,000 shares of Common Stock acquired by Mr. Thomajan were
purchased for an aggregate cash consideration, excluding brokerage commissions
and other charges, of $201,225. The last transaction in April 1998 occurred on
April 29, 1998. Mr. Thomajan utilized personal funds to purchase such shares on
the open market.
A description of the transactions involving the Common Stock that were
effected by the Partnership through August 25, 1997, was set forth in Amendment
No. 5 to Schedule 13D, dated August, 1997, filed on behalf of the Partnership.
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13D
(Amendment No. 6) Page 7 of 9 Pages
(d) Prior to the sale of the Common Stock, which is being reported
herein, no other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any of
the shares of Common Stock set forth herein. Pursuant to the transaction herein
reported, Mr. DeRoeck, Mr. Thomajan, and Chamois Family Partnership, Ltd. sold
in a private sale, without the use of a written agreement or contract, all
465,700 shares owned collectively by them for $46.57 to Austin Airport Inn,
L.C., a company controlled by Michael Voticky, a Texas resident. Austin Airport
Inn, L.C. now owns more than five percent of the Company.
(e) December 24, 1999.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Mr. DeRoeck, Mr. Thomajan, and Chamois Family Partnership, Ltd. sold in
a private sale, without the use of a written agreement or contract, all 465,700
shares owned collectively by them for $46.57 to Austin Airport Inn, L.C., a
company controlled by Michael Voticky, a Texas resident. Austin Airport Inn,
L.C. now owns more than five percent of the Company.
Mr. DeRoeck has an option to acquire 4,000 shares of Common Stock, at a
price of $2.125 share, pursuant to the 1995 Non-Employee Directors Stock Option
Plan and 1,500,000 shares of Common Stock, at a price of $6.18 per share,
pursuant to the 1997 Incentive and Performance Stock Option Plan. Mr. Thomajan
has an option to acquire 4,000 shares of Common Stock, at a price of $2.125
share, pursuant to the 1995 Non-Employee Directors Stock Option Plan and
1,500,000 shares of Common Stock, at a price of $6.18 per share, pursuant to the
1997 Incentive and Performance Stock Option Plan.
Additional information in response to this Item was furnished in
Schedule 13D and the amendments thereto previously filed on behalf of Mr.
DeRoeck, Mr. Thomajan and the Partnership. All of such information is hereby
incorporated by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
An asterisk (*) indicates documents previously filed with the
Commission which are incorporated by reference into this Amendment No. 6 to
Schedule 13D.
*(1) Joint Filing Agreement, dated as of July 22, 1997, among
Walter A. DeRoeck, Robert Thomajan and Chamois Family
Partnership, Ltd.
*(2) General Power of Attorney, dated July 11, 1997, executed by
Robert Thomajan in favor of Walter A. DeRoeck.
*(3) Proxy Statement of Messrs. DeRoeck and Thomajan filed as a
preliminary proxy statement under cover of Schedule 14A.
*(4) Letter to shareholders of TCC Industries, Inc., dated March
28, 1997, filed as definitive additional materials under cover
of Schedule 14A.
*(5) Letter to shareholders of TCC Industries, Inc., dated April
19, 1997, filed as definitive additional materials trader
cover of Schedule 14A.
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13D
(Amendment No. 6) Page 8 of 9 Pages
*(6) Proxy Statement, dated April 19, 1997, and accompanying form
of proxy filed as a definitive proxy statement trader cover of
Schedule 14A.
*(7) Letter to shareholders of TCC Industries, Inc., dated April
24, 1997, filed as definitive additional materials under cover
of Schedule 14A.
*(8) Letter to shareholders of TCC Industries, Inc., dated April
29, 1997, filed as definitive additional materials under cover
of Schedule 14A.
*(9) Letter to shareholders of TCC Industries, Inc., dated May 2,
1097, filed as definitive additional materials under cover of
Schedule 14A.
*(10) Statement from the TCC Shareholders Committee, released May 7,
1997, filed as definitive additional materials under cover of
Schedule 14A.
*(11) Current Report on Form 8-K, dated July 7, 1997, and the
accompanying Exhibit thereto, filed by TCC Industries, Inc.
*(12) Schedule 13D, dated February 16, 1996, filed on behalf of Mr.
DeRoeck.
*(13) Amendment No. 1 to Schedule 13D, dated March 27, 1996, filed
on behalf of Mr. DeRoeck.
*(14) Amendment No. 2 to Schedule 13D, dated February 6, 1997, filed
on behalf of Mr. DeRoeck and Mr. Thomajan.
*(15) Amendment No. 3 to Schedule 13D, dated May 23, 1997, filed on
behalf of Mr. DeRoeck and Mr. Thomajan.
*(16) Amendment No. 4 to Schedule 13D, dated July 22, 1997, filed on
behalf of Mr. DeRoeck, Mr. Thomajan and the Partnership.
*(17) Amendment No. 5 to Schedule 13D, dated August 25, 1997, filed
on behalf of Mr. DeRoeck, Mr. Thomajan and the Partnership.
*(18) 1997 Incentive and Performance Stock Option Plan.
*(19) TCC Industries, Inc. 1995 Non-Employee Directors Stock Option
Plan (Which Amends and Restates the 1985 Non-Employee
Directors Stock Option Plan).
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.
Date: December 24, 1999
/s/ WALTER A. DEROECK
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Walter A. DeRoeck
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13D
(Amendment No. 6) Page 9 of 9 Pages
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.
Date: December 24, 1999
/s/ ROBERT THOMAJAN
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Robert Thomajan
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.
Date: December 24, 1999
Chamois Family Partnership, Ltd.
By: /s/ ROBERT THOMAJAN
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Robert Thomajan, General Partner
