<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
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Todd Shipyards Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
889039-10-3
---------------------------------
(CUSIP Number)
Joseph D. Lehrer, Esq.
10 S. Broadway, Suite 2000, St. Louis, MO 63102 (314) 241-9090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 1996
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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 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 filed 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).
(Continued on following page(s))
Page 1 of 7 Pages
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<PAGE> 2
CUSIP NO. 889039-10-3 13D Page 2 of 7 Pages
---------------------- ---- ----
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Weil, SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /XX/
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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
USA
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7 SOLE VOTING POWER
NUMBER OF
459,000, subject to the disclaimer in Item 5.
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
12,000, subject to the disclaimer in Item 5.
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
459,000, subject to the disclaimer in Item 5.
REPORTING --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
12,000, subject to the disclaimer in Item 5.
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,000, subject to the disclaimer contained in Item 5.
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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)
10.24%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 889039-10-3 Page 3 of 7
AMENDMENT NO. 2 TO SCHEDULE 13D
The Reporting Person reported the acquisition of shares of Common
Stock, $.01 par value ("Stock") of Todd Shipyards Corporation, a Delaware
corporation (the "Issuer") in an initial filing of this Schedule 13D on April
29, 1993, as amended by Amendment No. 1 to Schedule 13D filed August 6, 1993.
In this regard, Item 4 and Item 5 are hereby amended as follow. All other
items are unchanged from the initial filing, as amended.
ITEM 4. Purpose of the Transaction.
The owners listed in Item 5 purchased the Stock of the Issuer for
general investment purposes. The owners listed in Item 5 may acquire
additional shares of the Stock of the Issuer, based upon their respective
investment decisions.
The Reporting Person is one of the nominees for the Board of Directors
of the Issuer to be elected at the Issuer's 1996 Annual Meeting of
Stockholders.
Other than as described hereinabove, the owners listed in Item 5 have
no present plans or proposals which relate to or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(b) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(c) any material change in the present capitalization or dividend
policy of the Issuer;
(d) any other material change in the Issuer's business or
corporate structure;
(e) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(f) causing a class of securities of the Issuer to be delisted
from a national securities exchange or cease to be quoted in
an inter-dealer quotation system of a registered national
securities association;
(g) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act; or
(h) any action similar to those enumerated above.
<PAGE> 4
CUSIP NO. 889039-10-3 Page 4 of 7
ITEM 5. Interest in Securities of the Issuer.
(a) Subject to the disclaimer of beneficial ownership hereinafter
set forth, the Reporting Person hereby reports beneficial
ownership of 1,016,000 shares of Stock in the manner
hereinafter described:
<TABLE>
<CAPTION>
Percentage of
Relationship to Number Outstanding
Shares Held in Name of Reporting Person of Shares Securities
---------------------- ---------------- --------- ----------
<S> <C> <C> <C>
John D. Weil Reporting Person 380,400 3.84%
Paula K. Weil Sister 142,000 1.43%
Richard K. Weil, Jr. Brother 142,000 1.43%
Mark S. Weil Brother 142,800 1.44%
Daniel D. Weil Nephew 12,000 .12%
Mark S. Weil and John D. Weil, Trustees for Nephew 4,000 .04%
Daniel D. Weil (Item 10 Trust)
Mark S. Weil, Trustee for Daniel D. Weil, ex. by Trust for Nephew 32,200 .33%
Richard K. Weil
Mark S. Weil, Trustee for Alexander P. Weil Trust for Nephew 12,000 .12%
Trust dated 6/5/95
Mark S. Weil and John D. Weil, Trustees for Nephew 4,000 .04%
Alexander P. Weil (Item 10 Trust)
Mark S. Weil, Trustee for Alexander P. Weil, ex. Trust for Nephew 30,000 .30%
by Richard K. Weil
Victoria L. Weil Daughter 10,000 .10%
John D. Weil, Trustee for Victoria L. Weil, Daughter 4,000 .04%
(Item 10 Trust)
John D. Weil, Trustee for Victoria L. Weil, ex. Trust for Daughter 32,900 .33%
by Richard K. Weil
Gideon J. Weil Son 10,000 .10%
John D. Weil, Trustee for Gideon J. Weil (Item Son 4,000 .04%
10 Trust)
John D. Weil, Trustee for Gideon J. Weil, ex. by Trust for Son 27,700 .28%
Richard K. Weil
Samuel J. G. Weil Nephew 5,000 .05%
</TABLE>
<PAGE> 5
CUSIP NO. 889039-10-3 Page 5 of 7
<TABLE>
<S> <C> <C> <C>
Richard K. Weil, Jr. and John D. Weil, Trustees Nephew 4,000 .04%
for Samuel J. G. Weil (Item 10 Trust)
Amelia J. Weil Niece 3,000 .03%
Gabriel I. Weil Nephew 4,000 .04%
Clayton Management Company Corporation 10,000 .10%
Controlled by
Reporting Person
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TOTAL 1,016,000 10.24%
========= ======
(-.01 rounding error)
</TABLE>
The foregoing percentages assume that the Issuer has 9,910,187 shares of
Stock outstanding.
All shares held in the name of family members or family trusts of the
Reporting Person are reported as beneficially owned by the Reporting Person
because those family members or trusts may seek investment advise or voting
advice of the Reporting Person. All shares held in the name of the corporation
controlled by the Reporting Person are reported as beneficially owned by the
Reporting Person because, as sole shareholder, director and officer of such
corporation, the Reporting Person has voting and investment power with respect
to the shares owned by such corporation. Except for Stock held in the name of
the Reporting Person, or in trust wherein the Reporting Person is the trustee,
or in the name of the corporation controlled by the Reporting Person, there is
no written document or agreement conferring the right of the Reporting Person
to acquire or dispose of the Stock or giving the Reporting Person the right to
vote such shares of Stock.
AS PROVIDED IN S.E.C. REGULATION SECTION 240.13d-4, THE REPORTING PERSON
HEREBY DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT
HE IS, FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE
ACT, THE BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT.
(b) Subject to the above disclaimer of beneficial ownership,
for each person named in paragraph (a), the number of shares as
to which there is sole power to vote or direct the vote, shared
power to vote or direct the vote, sole power to dispose or direct
the disposition, or shared power to dispose or direct the
disposition, is the same as in paragraph (a).
<PAGE> 6
CUSIP NO. 889039-10-3 Page 6 of 7
(c)
<TABLE>
<CAPTION>
Net
Price
Number of Per Transaction
Purchase in the Name of Date Shares Share Made Through
----------------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
John D. Weil, Trustee for Victoria L. Weil, 8/1/96 2,000 6.500 Goldman Sachs
ex. by Richard K. Weil, Jr.
John D. Weil 8/2/96 1,200 6.375 Goldman Sachs
Mark S. Weil, Trustee for Daniel D. Weil, ex. 8/13/96 2,000 6.625 Goldman Sachs
by Richard K. Weil
John D. Weil, Trustee for Victoria L. Weil, 8/13/96 2,000 6.625 Goldman Sachs
ex. by Richard K. Weil, Jr.
Mark S. Weil, Trustee for Alexander P. Weil, 8/14/96 2,000 6.625 Goldman Sachs
ex. by Richard K. Weil
John D. Weil, Trustee for Gideon J. Weil, 8/14/96 700 6.625 Goldman Sachs
ex. by Richard K. Weil, Jr.
Amelia J. Weil 8/20/96 3,000 6.500 Goldman Sachs
Gabriel I. Weil 8/20/96 2,000 6.500 Goldman Sachs
Mark S. Weil, Trustee for Daniel D. Weil, ex. 8/20/96 3,000 6.500 Goldman Sachs
by Richard K. Weil
Mark S. Weil, Trustee for Alexander P. Weil, 8/20/96 4,000 6.500 Goldman Sachs
ex. by Richard K. Weil
John D. Weil, Trustee for Victoria L. Weil, 8/20/96 2,000 6.500 Goldman Sachs
ex. by Richard K. Weil, Jr.
</TABLE>
(d) Not applicable.
(e) Not applicable.
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CUSIP NO. 889039-10-3 Page 7 of 7
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/ John D. Weil
--------------------------------------
John D. Weil
August 26, 1996
