-----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, UCDNBnSN82PNWCtnxmWh84mAchD5YaA6QFHb6AlADZMNgY1aSRMD/Quy57Gymq5m 4+J0TaXWt0m2uwGKEetYQQ== 0000950129-02-000739.txt : 20020414 0000950129-02-000739.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950129-02-000739 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020214 GROUP MEMBERS: BANK OF AMERICA N A GROUP MEMBERS: TRUST OF THE WILL OF FRANK R SEAVER, DECEASED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HYDRIL CO CENTRAL INDEX KEY: 0001116030 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 952777268 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59679 FILM NUMBER: 02546489 BUSINESS ADDRESS: STREET 1: 3300 N SAM HOUSTON PKWY E CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 2814492000 MAIL ADDRESS: STREET 1: 3300 N SAM HOUSTON PKWY EAST CITY: HOUSTON STATE: TX ZIP: 77032 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRUST UNDER PAR V OF THE WILL OF FRANK R SEAVER DECEASED CENTRAL INDEX KEY: 0001134383 IRS NUMBER: 956131518 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O BANK OF AMEREICA NA STREET 2: 2049 CENTURY PARK EAST SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 2136894700 MAIL ADDRESS: STREET 1: C/O BANK OF AMERICA NA STREET 2: 2049 CENTURY PARK EAST STE 200 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13G/A 1 h94182asc13ga.txt TRUST OF THE WILL OF FRANK R SEAVER F/HYDRIL CO Page 1 of 8 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hydril Company (Name of Issuer) Common Stock (Title of Class of Securities) 448774 10 9 (CUSIP Number) December 31, 2001 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] 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 ("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). CUSIP NO. 448774 10 9 Page 2 of 8 Pages ================================================================================ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Trust under Paragraph V of the Will of Frank R. Seaver, Deceased - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION The trust is governed by the laws of the State of California - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF none SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH REPORTING 473,750 PERSON ----------------------------------------------------- WITH 7 SOLE DISPOSITIVE POWER none ----------------------------------------------------- 8 SHARED DISPOSITIVE POWER 473,750 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 473,750 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1%(1) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO ================================================================================ (1) This figure reflects that the Trust under Paragraph V of the Will of Frank R. Seaver, Deceased may be deemed the beneficial owner of 473,750 shares of Hydril Company's class B common stock, each of which is entitled to 10 votes, as compared with Hydril Company's common stock, which is entitled to one vote per share. The class B common stock and the common stock generally vote as a single class. Each share of class B common stock is immediately convertible into one share of common stock. According to Hydril Company's Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2001, as of November 1, 2001, there were a total of 14,341,271 shares of common stock outstanding and 7,952,572 shares of class B common stock outstanding. The Trust under Paragraph V of the Will of Frank R. Seaver, Deceased may be deemed to have 5.1% voting power based on the combined number of outstanding shares of the common stock and class B common stock, giving effect to the 10 to 1 voting rights of the class B common stock. CUSIP NO. 448774 10 9 Page 3 of 8 Pages ================================================================================ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Bank of America, N.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF none SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH REPORTING 591,650(2) PERSON ----------------------------------------------------- WITH 7 SOLE DISPOSITIVE POWER none ----------------------------------------------------- 8 SHARED DISPOSITIVE POWER 591,650(2) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 591,650 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.3%(3) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* BK ================================================================================ (2) 473,750 of these shares are held by the Trust under Paragraph V of the Will of Frank R. Seaver, Deceased. (3) This figure reflects that Bank of America, N.A. may be deemed the beneficial owner of 591,650 shares of Hydril Company's class B common stock, each of which is entitled to 10 votes, as compared with Hydril Company's common stock, which is entitled to one vote per share. The class B common stock and the common stock generally vote as a single class. Each share of class B common stock is immediately convertible into one share of common stock. According to Hydril Company's Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2001, as of November 1, 2001, there were a total of 14,341,271 shares of common stock outstanding and 7,952,572 shares of class B common stock outstanding. The bank may be deemed to have 6.3% voting power based on the combined number of outstanding shares of the common stock and class B common stock, giving effect to the 10 to 1 voting rights of the class B common stock. CUSIP NO. 448774 10 9 Page 4 of 8 Pages ITEM 1. Item 1(a) Name of Issuer: Hydril Company Item 1(b) Address of Issuer's 3300 North Sam Houston Parkway East Principal Executive Offices: Houston, Texas 77032-3411 ITEM 2. Item 2(a) Name of Person Filing: Trust under Paragraph V of the Will of Frank R. Seaver, Deceased Item 2(b) Address of Principal c/o Bank of America Business Office: 2049 Century Park East, Suite 200 Los Angeles, CA 90067 Item 2(c) Citizenship: The trust is governed by the laws of the State of California Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 448774 10 9 Item 2(a) Name of Person Filing: Bank of America, N.A. Item 2(b) Address of Principal 2049 Century Park East, Suite 200 Business Office: Los Angeles, CA 90067 Item 2(c) Citizenship: Delaware Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 448774 10 9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment Company registered under section 8 of the Investment Company Act of 1940 (15 (U.S.C. 80a-8). CUSIP NO. 448774 10 9 Page 5 of 8 Pages (e) [] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Rule 13d-1(b) (1)(ii)(J). ITEM 4. OWNERSHIP For the Trust under Paragraph V of the Will of Frank R. Seaver, Deceased: Such Trust may be deemed to beneficially own 473,750 shares of class B common stock. Each share of class B common stock is immediately convertible into one share of common stock. The beneficiaries of the Trust are various educational and religious institutions and individuals. (a) Amount Beneficially Owned: 473,750 (b) Percent of Class: 5.1% (See footnote 1 to item 11 on cover page) (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: none (ii) Shared power to vote or direct the vote: 473,750 (iii) Sole power to dispose or to direct the disposition of: none CUSIP NO. 448774 10 9 Page 6 of 8 Pages (iv) Shared power to dispose or to direct the disposition of: 473,750 For Bank of America, N.A.: The amount beneficially owned being reported consists of (1) 473,750 shares of class B common stock held by the bank as one of three trustees of the Trust under Paragraph V of the Will of Frank R. Seaver, Deceased, of which the beneficiaries are various educational and religious institutions and individuals, and (2) 117,900 shares of class B common stock held by the bank as one of three trustees of another trust, of which Bank of America, N.A. is not a beneficiary. Each share of class B common stock is immediately convertible into one share of common stock. Bank of America, N.A. disclaims beneficial ownership of all of the 591,650 shares of class B common stock reported herein. (a) Amount Beneficially Owned: 591,650 (b) Percent of Class: 6.3% (See footnote 3 of item 11 on cover page) (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: none (ii) Shared power to vote or direct the vote: 591,650 (iii) Sole power to dispose of or to direct the disposition: none (iv) Shared power to dispose of or to direct the disposition: 591,650 ITEM 5. Ownership of Five Percent or Less of a Class Not Applicable ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person Not Applicable ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company CUSIP NO. 448774 10 9 Page 7 of 8 Pages 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 CUSIP NO. 448774 10 9 Page 8 of 8 Pages SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 13, 2002 BANK OF AMERICA, N.A., RICHARD C. SEAVER AND R. CARLTON SEAVER, AS CO-TRUSTEES OF THE TRUST ESTABLISHED UNDER PARAGRAPH V OF THE WILL OF FRANK R. SEAVER Bank of America, N.A., Co-Trustee By: /s/ Robert J. Kitzman ------------------------------------------ Name: Robert J. Kitzman ---------------------------------------- Title: Vice President --------------------------------------- By: /s/ Richard C. Seaver ------------------------------------------ Richard C. Seaver, Co-Trustee By: /s/ R. Carlton Seaver ------------------------------------------ R. Carlton Seaver, Co-Trustee BANK OF AMERICA, N.A. By: /s/ Robert J. Kitzman ------------------------------------------ Name: Robert J. Kitzman ---------------------------------------- Title: Vice President --------------------------------------- EXHIBIT INDEX EXHIBIT Joint filing agreement EX-99.1 3 h94182aex99-1.txt JOINT FILING AGREEMENT EXHIBIT AGREEMENT The undersigned hereby agree in writing pursuant to the provisions of Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment No. 1 to Schedule 13G to which this Agreement is attached is filed on behalf of each of the undersigned. Dated: February 13, 2002 BANK OF AMERICA, N.A., RICHARD C. SEAVER AND R. CARLTON SEAVER, AS CO-TRUSTEES OF THE TRUST ESTABLISHED UNDER PARAGRAPH V OF THE WILL OF FRANK R. SEAVER Bank of America, N.A., Co-Trustee By: /s/ Robert J. Kitzman ------------------------------------------ Name: Robert J. Kitzman ---------------------------------------- Title: Vice President --------------------------------------- By: /s/ Richard C. Seaver ------------------------------------------ Richard C. Seaver, Co-Trustee By: /s/ R. Carlton Seaver ------------------------------------------ R. Carlton Seaver, Co-Trustee BANK OF AMERICA, N.A. By: /s/ Robert J. Kitzman ------------------------------------------ Name: Robert J. Kitzman ---------------------------------------- Title: Vice President -------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----