-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tcz+rLIZlpsMfKMUxtECxVEsT4egutdP41R1F9s5nF6cDfC4Fl6W2MsClFOekXuB nsr6fJHnKUSH+UQFHlHKkg== 0000950124-03-000341.txt : 20030214 0000950124-03-000341.hdr.sgml : 20030214 20030214122437 ACCESSION NUMBER: 0000950124-03-000341 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030214 GROUP MEMBERS: ALKIN CO GROUP MEMBERS: CARL W KUCSERA GROUP MEMBERS: DAVID P KLOSTERMAN GROUP MEMBERS: DAVID R BOVEE GROUP MEMBERS: JOHN J JORGENSEN GROUP MEMBERS: KARL F STORRIE GROUP MEMBERS: MARY L JOHNSON GROUP MEMBERS: MILTON D KNISS GROUP MEMBERS: ORSCHELN INDUSTRIES FOUNDATION INC GROUP MEMBERS: S A JOHNSON GROUP MEMBERS: SCOTT D RUED GROUP MEMBERS: WILLIAM L ORSCHELN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DURA AUTOMOTIVE SYSTEMS INC CENTRAL INDEX KEY: 0001016177 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 383185711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47581 FILM NUMBER: 03564748 BUSINESS ADDRESS: STREET 1: 4508 IDS CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123422311 MAIL ADDRESS: STREET 1: 4508 IDS CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: J2R CORP CENTRAL INDEX KEY: 0000901767 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4508 IDS CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123322335 MAIL ADDRESS: STREET 1: 4508 IDS CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13G/A 1 k74738sc13gza.htm AMENDMENT NO. 7 TO SCHEDULE 13G sc13gza
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

Dura Automotive Systems, Inc.

(Name of Issuer)

Class A Common Stock, par value $.01 per share

(Title of Class of Securities)

265903 10 4

(Cusip Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        o Rule 13d-1 (c)

        x 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 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).

 

 

             
13G
CUSIP No. 265903 10 4
  1. Name of Reporting Person:
Alkin Co.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware; U.S.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
24,420 (See Item 4)
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
24,420 (See Item 4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
24,420 (See Item 4)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
x
  11.Percent of Class Represented by Amount in Row (9):
0.1%
  12.Type of Reporting Person:
CO

2

 

             
13G
CUSIP No. 265903 10 4
  1. Name of Reporting Person:
William L. Orscheln		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
124,420 (See Item 4)
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
124,420 (See Item 4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
124,420 (See Item 4)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
x
  11.Percent of Class Represented by Amount in Row (9):
0.8%
  12.Type of Reporting Person:
IN

3

 

             
13G
CUSIP No. 265903 10 4
  1. Name of Reporting Person:
John C. Jorgensen		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
24,420 (See Item 4)
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
24,420 (See Item 4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
24,420 (See Item 4)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
x
  11.Percent of Class Represented by Amount in Row (9):
0.1%
  12.Type of Reporting Person:
IN

4

 

             
13G
CUSIP No. 265903 10 4
  1. Name of Reporting Person:
Orscheln Industries Foundation, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Missouri; U.S.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
100,000 (See Item 4)
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
100,000 (See Item 4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
100,000 (See Item 4)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
x
  11.Percent of Class Represented by Amount in Row (9):
0.6%
  12.Type of Reporting Person:
CO

5

 

             
13G
CUSIP No. 265903 10 4
  1. Name of Reporting Person:
J2R Corporation		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
98,211 (See Item 4)
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
98,211 (See Item 4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
98,211 (See Item 4)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
x
  11.Percent of Class Represented by Amount in Row (9):
0.6%
  12.Type of Reporting Person:
CO

6

 

             
13G
CUSIP No. 265903 10 4
  1. Name of Reporting Person:
S.A. Johnson		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
245,379 (See Item 4)
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
245,379 (See Item 4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
245,379 (See Item 4)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
x
  11.Percent of Class Represented by Amount in Row (9):
1.5%
  12.Type of Reporting Person:
IN

7

 

             
13G
CUSIP No. 265903 10 4
  1. Name of Reporting Person:
Mary L. Johnson		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
98,211 (See Item 4)
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
98,211 (See Item 4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
98,211 (See Item 4)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
x
  11.Percent of Class Represented by Amount in Row (9):
0.6%
  12.Type of Reporting Person:
IN

8

 

             
13G
CUSIP No. 265903 10 4
  1. Name of Reporting Person:
Scott D. Rued		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
131,961 (See Item 4)
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
131,961 (See Item 4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
131,961 (See Item 4)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
x
  11.Percent of Class Represented by Amount in Row (9):
0.8%
  12.Type of Reporting Person:
IN

9

 

             
13G
CUSIP No. 265903 10 4
  1. Name of Reporting Person:
David R. Bovee		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
125,749 (See Item 4)
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
125,749 (See Item 4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
125,749 (See Item 4)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
x
  11.Percent of Class Represented by Amount in Row (9):
0.8%
  12.Type of Reporting Person:
IN

10

 

             
13G
CUSIP No. 265903 10 4
  1. Name of Reporting Person:
David P. Klosterman		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
32,000 (See Item 4)
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
32,000 (See Item 4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
32,000 (See Item 4)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
x
  11.Percent of Class Represented by Amount in Row (9):
0.2%
  12.Type of Reporting Person:
IN

11

 

             
13G
CUSIP No. 265903 10 4
  1. Name of Reporting Person:
Milton D. Kniss		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
96,491 (See Item 4)
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
96,491 (See Item 4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
96,491 (See Item 4)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
x
  11.Percent of Class Represented by Amount in Row (9):
0.6%
  12.Type of Reporting Person:
IN

12

 

             
13G
CUSIP No. 265903 10 4
  1. Name of Reporting Person:
Carl W. Kucsera		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
26,483 (See Item 4)
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
26,483 (See Item 4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
26,483 (See Item 4)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
x
  11.Percent of Class Represented by Amount in Row (9):
0.2%
  12.Type of Reporting Person:
IN

13

 

             
13G
CUSIP No. 265903 10 4
  1. Name of Reporting Person:
Karl F. Storrie 		I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
435,757 (See Item 4)
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
435,757 (See Item 4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
435,757 (See Item 4)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
x
  11.Percent of Class Represented by Amount in Row (9):
2.6%
  12.Type of Reporting Person:
IN

14

 

     
Item 1(a)   Name of Issuer:
     
    Dura Automotive Systems, Inc. (the “Company”).
     
Item 1(b)   Address of Issuer’s Principal Executive Offices:
     
    4508 IDS Center
    Minneapolis, Minnesota 55402
     
Item 2(a)   Names of Persons Filing:
     
    Alkin Co.
    William L. Orscheln
    John C. Jorgensen
    Orscheln Industries Foundation, Inc.
    (Such persons are collectively referred to as the “Alkin Reporting Persons.”)
     
    J2R Corporation
    S.A. Johnson
    Mary L. Johnson
    Scott D. Rued
    (Such persons are collectively referred to as the “J2R Reporting Persons.”)
     
    David R. Bovee
    David P. Klosterman
    Milton D. Kniss
    Carl W. Kucsera
    Karl F. Storrie
    (Such persons are collectively referred to as the “Management Reporting Persons.”)
     
    (The Alkin Reporting Persons, J2R Reporting Persons and Management Reporting Persons may each be referred to individually as a “Reporting Person,” or collectively as “Reporting Persons.”)
     
    As of December 31, 2002, Alkin Co. (“Alkin”) was the record owner of 24,420 shares of common stock covered in part by this joint statement and set forth on the cover page naming Alkin as a Reporting Person (the “Alkin Shares”). The Alkin Shares consist exclusively of the Company’s Class B Common Stock, par value $0.01 per share, which is convertible on a 1-for-1 basis into shares of Class A Common Stock at the holder’s option, as well as under certain circumstances, as set forth in the Company’s charter. 100,000 shares of Class B Common Stock are held by Orscheln Industries Foundation, Inc. (the “Foundation”). William L. Orscheln is the President of Alkin and shares in the exercise of voting power over securities held by Alkin and the Foundation. John C. Jorgensen is the Senior Vice President

 

     
    of Manufacturing of all Orscheln Industries companies, which are affiliates of Alkin. Messrs. Orscheln and Jorgensen resigned as Directors of the Company on February 18, 2002.
     
    As of December 31, 2002, J2R Corporation (“J2R”) was the record owner of the 98,211 shares of common stock covered in part by this joint statement and set forth on the cover page naming J2R as a Reporting Person (the “J2R Shares”). The J2R Shares consist exclusively of the Company’s Class B Common Stock. S.A. Johnson is a Director, the President and a controlling stockholder of J2R. Mary Johnson is a stockholder of J2R. Scott D. Rued is a Vice President and stockholder of J2R. Mr. Johnson is a Director of the Company. Mr. Rued is Chairman of the Board and a Director of the Company.
     
    This statement is filed jointly by the Alkin Reporting Persons, the J2R Reporting Persons and the Management Reporting Persons pursuant to Rule 13d-1(d) promulgated under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Alkin Reporting Persons, the J2R Reporting Persons and the Management Reporting Persons may each respectively be deemed to constitute a “group” for purposes of Section 13(d)(3) under the Exchange Act. The Alkin Reporting Persons, the J2R Reporting Persons and the Management Reporting Persons may also collectively be deemed to constitute a “group” for purposes of Section 13(d)(3) along with the other parties to the Stockholders Agreement (as defined in Item 4). Each of the Alkin Reporting Persons, the J2R Reporting Persons and the Management Reporting Persons expressly disclaims that they have agreed to act as a group other than as specifically described in this statement.
     
Item 2(b)   Address of Principal Business Office or, if none, Residence:
     
    The principal business address of the Alkin Reporting Persons is 2000 U.S. Highway 63 South, Moberly, MO 65270.
     
    The principal business address of the J2R Reporting Persons is c/o Hidden Creek Industries, 4508 IDS Center, Minneapolis, MN 55402.
     
    The principal business address of the Management Reporting Persons is c/o Dura Automotive Systems, Inc., 2791 Research Drive, Rochester Hills, MI 48309-3571.
     
Item 2(c)   Citizenship:
     
    Alkin and J2R are corporations organized under the laws of the state of Delaware. The Foundation is a corporation organized under the laws of the state of Missouri. All of the other Alkin Reporting Persons, J2R Reporting Persons and Management Reporting Persons are individuals who are citizens of the United States.

2

 

     
Item 2(d)   Title of Class of Securities:
     
    Class A Common Stock, par value $.01 per share.
     
Item 2(e)   CUSIP No.:
     
    265903 10 4
     
Item 3   If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
     
    This statement is filed pursuant to Rule 13d-1(d). As such, the listed alternatives are not applicable.
     
Item 4   Ownership:
     
    (a) Amount Beneficially Owned:
     
    Alkin is the direct beneficial owner of the Alkin Shares, which includes a currently exercisable option to purchase 14,420 shares. As officers of Alkin or one or more of its affiliates, and as stockholders of Alkin, each of the Alkin Reporting Persons who are individuals may be deemed to be a beneficial owner of the Alkin Shares. Mr. Jorgensen expressly disclaims beneficial ownership of the Alkin Shares. The filing of this form shall not constitute an admission that Mr. Jorgensen is, for purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of such securities.
     
    The Foundation is the direct beneficial owner of 100,000 shares of Class B Common Stock, which were transferred to it by Alkin. Mr. Orscheln shares in the exercise of voting power over securities held by the Foundation. Mr. Orscheln expressly disclaims beneficial ownership of the shares held by the Foundation. The filing of this form shall not constitute an admission that Mr. Orscheln is, for purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of such securities.
     
    J2R is the direct beneficial owner of the J2R Shares. Mr. Johnson is the direct beneficial owner of 9,668 shares of Class B Common Stock. Certain of the J2R Reporting Persons are also the direct beneficial owners of vested options to purchase the following number of shares of Class A Common Stock: Mr. Johnson – 137,500; and Mr. Rued – 33,750. As officers and/or stockholders of J2R, each of the J2R Reporting Persons who are individuals may be deemed to be a beneficial owner of the J2R Shares. Messrs. Johnson and Rued and Ms. Johnson each expressly disclaims beneficial ownership of the J2R Shares, and the filing of this form shall not constitute an admission that

3

 

     
    any of such individuals is, for purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of such securities.
     
    Each of the Management Reporting Stockholders is the direct beneficial owner of the number of shares of Class B Common Stock and Class A Common Stock listed beside such person’s name as set forth on Schedule A hereto. The shares of Class A Common Stock listed on Schedule A includes vested options to purchase the following number of shares of Class A Common Stock: Mr. Bovee – 105,000; Mr. Kniss – 77,500; Mr. Kucsera – 175; and Mr. Storrie – 362,500.
     
    The Company, the Alkin Reporting Persons, the J2R Reporting Persons and the Management Reporting Persons have entered into an agreement (the “Stockholders Agreement,” dated August 13, 1996, as amended on July 1, 1997) with Onex DHC LLC (“Onex”), the Company’s largest shareholder, which provides, among other things, that the Management Reporting Persons shall vote their shares of Class A Common Stock and Class B Common Stock (collectively “Common Stock”) in the same manner as the shares held by Onex are voted. In addition, J2R and Messrs. Johnson and Rued have entered into a separate agreement (the “Investor Stockholders Agreement,” dated August 13, 1996) with Onex to vote their shares of Common Stock as directed by Onex, and to grant Onex certain first offer rights in connection with private sales of Common Stock.
     
    As members to the Stockholders Agreement, each of the Alkin Reporting Persons, the J2R Reporting Persons and the Management Reporting Persons could be deemed to be a beneficial owner of the aggregate number of shares held by such parties and by Onex, which is approximately 1,775,570 shares of Class B Common Stock and 784,372 shares of Class A Common Stock, or approximately 13.4% of the outstanding Class A Common Stock on a converted basis. Each of the Alkin Reporting Persons, the J2R Reporting Persons and the Management Reporting Persons expressly disclaims beneficial ownership of the shares owned by other parties to the Stockholders Agreement, including each others’, and the filing of this form shall not constitute an admission that any of such persons is, for purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of such securities.
     
    As members of the Investor Stockholders Agreement, each of J2R and Messrs. Johnson and Rued could be deemed to be the beneficial owner of the aggregate number of shares held by such parties and by Onex, which is approximately 1,517,792 shares of Class B Common Stock and 201,250 shares of Class A Common Stock, or approximately 9.45% of the outstanding Class A Common Stock on a converted basis. Each of J2R and Messrs. Johnson and Rued expressly disclaims beneficial ownership of the shares owned by other parties to the Stockholders Agreement, including each others’, and the

4

 

     
    filing of this form shall not constitute an admission that any of such persons are, for purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owners of such securities.
     
    (b) Percent of Class: (Based on 16,489,739 shares of Class A Common Stock outstanding as of December 31, 2002, plus a certain additional amount which accounts for that respective Reporting Person’s shares of Class B Common Stock on a converted basis plus the number of vested options to purchase shares of Class A Common Stock held by such Reporting Person.)
     
    Reference is made hereby to Box 11 (subject to Box 10) of the Cover Page for each respective Reporting Person for purposes of disclosing the percent of the class owned by such Reporting Person.
     
    (c) Number of Shares as to which such person has:
     
    (i) Sole power to vote or direct the vote:
     
    (ii) Shared power to direct the vote:
     
    (iii) Sole power to dispose of or to direct the disposition of:
     
    (iv) Shared power to dispose of or direct the disposition of:
     
    Reference is made hereby to Boxes 5,6,7 and 8 (subject to Box 10) of the Cover Page for each respective Reporting Person for purposes of disclosing the number of shares to which such Reporting Person has sole or shared voting or dispositive power. Reference is also made to Items 2(a) and 4(a) of this Schedule for a description of the shares beneficially owned by, and relationships, if any, existing between, the parties.
     
Item 5   Ownership of Five Percent or Less of a Class:
     
    If this statement is filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [ X ]
     
    As discussed in Item 2(a), Mr. Jorgensen could have been deemed to be a member of a “group” for purposes of Section 13(d)(3) because of his relationship to Alkin, which is a party to the Stockholders Agreement (see item 4). Mr. Jorgensen resigned from the Board of Directors of the Company on February 18, 2002. Because of such resignation, he is no longer deemed a member of a “group” for purposes of Section 13(d)(3). This Item 5 is checked solely as to Mr. Jorgensen.
     
Item 6   Ownership of More Than Five Percent on Behalf of Another Person:
     
    Not applicable

5

 

     
Item 7   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the 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
     
Item 10   Certification:
     
    Not applicable

6

 

EXHIBITS AND APPENDICES

     
Exhibit I   Joint Filing Agreement among the Reporting Persons pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
     
Schedule A   Shares of Common Stock Owned By the Management Stockholders

 

 

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.

         
Date: February 13, 2003   Alkin Co.
         
    By:   /s/ William L. Orscheln
         
    Its:   President

 

 

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.

Date: February 13, 2003

  /s/ William L. Orscheln
William L. Orscheln

 

 

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.

Date: February 13, 2003

  /s/ John C. Jorgensen
John C. Jorgensen

 

 

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.

         
Date: February 13, 2003   Orscheln Industries Foundation, Inc.
 
    By:   /s/ William L. Orscheln
         
    Its:   Treasurer

 

 

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.

         
Date: February 13, 2003   J2R Corporation
 
    By:   /s/ Scott D. Rued
         
    Its:   Vice President

 

 

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.

Date: February 13, 2003

  /s/ S.A. Johnson
S.A. Johnson

 

 

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.

Date: February 13, 2003

  /s/ Mary L. Johnson
Mary L. Johnson

 

 

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.

Date: February 13, 2003

  /s/ Scott D. Rued
Scott D. Rued

 

 

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.

Date: February 13, 2003

  /s/ David R. Bovee
David R. Bovee

 

 

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.

Date: February 13, 2003

  /s/ David P. Klosterman
David P. Klosterman

 

 

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.

Date: February 13, 2003

  /s/ Milton D. Kniss
Milton D. Kniss

 

 

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.

Date: February 13, 2003

  /s/ Carl W. Kucsera
Carl W. Kucsera

 

 

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.

Date: February 13, 2003

  /s/ Karl F. Storrie
Karl F. Storrie

  EX-99.1 3 k74738exv99w1.htm EX-99.1 JOINT FILING AGREEMENT exv99w1

 

Exhibit 99.I

EXHIBIT I

SCHEDULE 13G JOINT FILING AGREEMENT

The undersigned and each other person executing this joint filing agreement (this “Agreement”) agree as follows:

(i)  The undersigned and each other person executing this Agreement are individually eligible to use the Schedule 13G to which this Exhibit is attached and such Schedule 13G is filed on behalf of the undersigned and each other person executing this Agreement; and

(ii)  The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

* * * * * *

Date: February 13, 2003

             
Alkin Co.   J2R Corporation
             
By:   /s/ William L. Orscheln   By:   /s/ Scott D. Rued
Its:   President   Its:   Vice President
             
    /s/ William L. Orscheln       /s/ S.A. Johnson
    William L. Orscheln       S.A. Johnson
             
    /s/ John C. Jorgensen       /s/ Mary L. Johnson
    John C. Jorgensen       Mary L. Johnson
             
Orscheln Industries Foundation, Inc.       /s/ Scott D. Rued
            Scott D. Rued
             
By:   /s/ William L. Orscheln        
Its:   Treasurer        

 

 

/s/ David R. Bovee
David R. Bovee

/s/ David P. Klosterman
David P. Klosterman

/s/ Milton D. Kniss
Milton D. Kniss

/s/ Carl W. Kucsera
Carl W. Kucsera

/s/ Karl F. Storrie
Karl F. Storrie

 

 

Schedule A

Shares of Common Stock Owned By the Management Stockholders

                       
    Class B Shares   Class A Shares     Total  
 
 
   
 
David R. Bovee
     11,308     114,441 (1)     125,749  
David P. Klosterman
     31,250     750       32,000  
Milton D. Kniss
     8,961     87,530 (2)     96,491  
Carl W. Kucsera
     26,308     175 (3)     26,483  
Karl F. Storrie
     55,531     380,226 (4)     435,757  

(1)   Consists of 105,000 vested options to purchase Class A shares and 9,441 vested restricted stock units under the Company’s Deferred Income Leadership Stock Purchase Plan.
 
(2)   Consists of 77,500 vested options to purchase Class A shares, 50 shares owned directly and 9,980 vested restricted stock units under the Company’s Deferred Income Leadership Stock Purchase Plan.
 
(3)   Consists of 175 vested options to purchase Class A shares.
 
(4)   Consists of 4,400 shares owned directly, 362,500 vested options to purchase Class A shares and 13,326 vested restricted stock units under the Company’s Deferred Income Leadership Stock Purchase Plan.

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