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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9 )*
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Tennant Company
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(Name of Issuer)
Common
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(Title of Class of Securities)
880345-10-3
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
PAGE 1 OF 6 PAGES
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CUSIP NO. 880345-10-3 13G PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON S.S. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Tennant Company Profit Sharing and Employee Stock Ownership Plan Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
The Trust Agreement providing for the establishment of the Trust is
to be construed and administered according to the laws of the State
of Minnesota to the extent that such laws are not preempted by the
laws of the United States.
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5 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Footnote 1 (attached)
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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8 SHARED DISPOSITIVE POWER
See Footnote 1 (attached)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Footnote 1 (attached)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
See Footnote 1 (attached)
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12 TYPE OF REPORTING PERSON*
EP
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SEE INSTRUCTION BEFORE FILLING OUT!
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Footnote 1
On January 22, 1990, the Tennant Company Profit Sharing Plan (now called the
Tennant Company Profit Sharing and Employee Stock Ownership Plan [the "Plan"])
was amended to add employee stock ownership plan ("ESOP") features.
Concurrently with the amendment, Tennant Company (the "Company") and U.S. Bank
National Association (the "Trustee"), as trustee under Commitment (the
"Commitment"). Pursuant to the Commitment, the Company AGREED TO LEND THE
TRUSTEE $17,500,000 (the "Loan") which the Trustee agreed to use to purchase
common stock of the Company ("Common Shares") in the open market, in private
sales, or both. The Commitment provided that any portion of the Loan that had
not been used to purchase Common Shares by January 18, 1991, would be applied
to purchase Common Shares from the Company on January 18, 1991, at the then
current market price. The Loan was evidenced by a promissory note of the
Trustee signed January 22, 1990 (the "Note") and is subject to a Note Agreement
signed the same date (the "Note Agreement"). The note bears interest at 10.05%
per annum payable annually commencing December 31, 1990, and the unpaid
principal amount of the Note is payable in full on December 31, 2009. Principal
on the Note is prepayable at any time without penalty. Pursuant to the Note
Agreement, the Loan was drawn upon by the Trustee as it purchased Common
Shares. The Loan will be repaid from dividends on the common Shares held by the
ESOP and the Company's future contributions to the Tennant Company Profit
Sharing and Employee Stock Ownership Plan Trust (the "Trust") created pursuant
to the Plan. As of December 31, 1990, the purchases of Common Shares with the
proceeds of the Loan committed for in the Commitment had been completed, all of
which Common Shares were purchased in the open market.
All Common Shares purchased with the proceeds of the Loan were credited to an
unallocated reserve under the Trust and will be allocated to the employee
participants' ESOP accounts under the Trust in the manner provided in the Plan
as the Trustee pays the interest, and repays the principal, on the Note.
The Plan provides that all Common Shares held in the Trust, including Common
Shares held in the unallocated reserve and all allocated Common Shares (whether
or not instructions are received from the employee participants to whose
accounts such Common Shares are allocated), will be voted on each matter in
proportion to the "votes" actually cast by employee participants for, against
or abstaining with respect to such matters based upon their proportionate
interests in the allocated accounts. The Plan further provides that with
respect to the decision as to whether or not to accept any tender offer or
exchange offer for Common Shares, a percentage of Common Shares held in both
the unallocated reserve and the allocated accounts under the Trust shall be
tendered or exchanged equal to the proportion of all shares in allocated
accounts held by employee participants who instruct the Trustee to tender or
exchange Common Shares. The Plan provides that the Trustee shall not tender or
exchange Common Shares for which an employee participant who may provide
instructions directs against such tender or exchange or gives no direction.
Attached to each of the Common Shares that are presently held in the Trust or,
except upon the occurrence of certain events, is to be held in the Trust is (or
will be) a preferred share purchase right which, under certain circumstances,
entitles the registered holder to purchase certain amounts of the Company's
Series A Junior Participating Preferred Stock or Common Shares. For a complete
description of the Rights, SEE - the Company's Registration Statement on Form
8-A, filed with the Securities and Exchange Commission on April 27, 1987, as
amended by a Form 8 Amendment filed with the Securities and Exchange Commission
on August 24, 1990.
As of December 31, 1998, the Trust held 1,068,308 common shares (approximately
11.5% of the total outstanding Common Shares) of the Company in allocated
accounts for employee participants and had 593,175 (constituting approximately
6.4% of the total outstanding common shares) in an unallocated reserve.
The filing of this Schedule 13G shall not be construed as an admission that the
Reporting Person is, for the purpose of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any
securities referred to in this footnote 1 and the Trust and Trustee disclaim
beneficial ownership of the securities referred to in this footnote.
The filing of this Statement of Schedule 13G by the Tennant Company Profit
Sharing and Employee Stock Ownership Plan Trust (the "Trust") does not
constitute, and should not be construed as, an admission that either the Trust
or U.S. Bank National Association, as trustee of the Trust (the "Trustee"),
beneficially owns any securities covered by this Statement or is required to
file this Statement for the Trust. In this connection, the Trust and the
Trustee disclaim beneficial ownership of the securities covered by this
Statement.
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Page 4 of 6 pages
ITEM 1
a. NAME OF ISSUER:
Tennant Company, a Minnesota corporation (the "Company")
b. ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Tennant Company
701 North Lilac Drive
P.O. Box 1452
Minneapolis, MN 55440
ITEM 2
a. NAME OF PERSON FILING:
Tennant Company Profit Sharing and Employee Stock Ownership
Plan Trust which was amended in its entirety on January 22,
1990 to add employee stock ownership plan ("ESOP") features.
b. ADDRESS OF PERSON'S FILING PRINCIPAL EXECUTIVE OFFICES:
The address of the Trust and its principal place of business
is c/o U.S. Bank National Association, Trust Center, P.O.
Box 64488, St. Paul, MN 55164. The address of the Trustee is
Trust Center, P.O. Box 64488, St. Paul, MN 55164.
c. The Trustee is a national banking association organized under
the laws of the United States. The Trust is administered
pursuant to the Tennant Company Profit Sharing and Employee
Stock Ownership Plan Trust Agreement. That Trust Agreement is
to be construed and administered according to the laws of the
State of Minnesota to the extent that such laws are not
preempted by the laws of the United States.
d. TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this Statement relates
is the common stock, $.375 par value per share (the "Common
Shares"), together with the associated preferred shares
purchase rights of the Company.
e. CUSIP NUMBER:
880345-10-3
ITEM 3
The person filing this statement is a:
(F)[X] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund.
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5 of 6 pages
ITEM 4
OWNERSHIP:
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a. Amount beneficially owned: See Footnote 1
b. Percentage of Class: See Footnote 1
c. Number of shares as to which such person has:
1. Sole power to vote or direct the vote: 0
2. Shared power to vote or direct vote:
See Footnote 1
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: See Footnote 1
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The filing of this Schedule 13G shall not be construed as an admission that
the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of any securities covered by the Statement.
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS: ( )
Not Applicable
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
See Footnote 1
ITEM 7
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY PARENT HOLDING COMPANY
Not Applicable
ITEM 8
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9
NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
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Page 6 of 6
ITEM 10
CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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.
Dated: February 12, 1999
TENNANT COMPANY PROFIT SHARING AND
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By: U.S. Bank National Association
solely in its capacity as Trustee
/s/ Marvin Braun
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By: Marvin Braun
Vice President
