-----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, NN5FE+H7P7FtdYHNiL5z9B4qxPChPLsbfOuQ1m+AqQfqDiylA9shz0xhAVu34pJT GIDMb6dDjy7vuco0ge+DYA== 0000950129-04-000624.txt : 20040213 0000950129-04-000624.hdr.sgml : 20040213 20040213120714 ACCESSION NUMBER: 0000950129-04-000624 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 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: 04596201 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: SEAVER R CARLTON CENTRAL INDEX KEY: 0001134370 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 444 SOUTH FLOWER STREET SUITE 2300 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2136894700 MAIL ADDRESS: STREET 1: 444 SOUTH FLOWER STREET SUITE 2300 CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13G/A 1 h12543a2sc13gza.txt R. CARLTON SEAVER FOR HYDRIL COMPANY -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response......11 -------------------------- Page 1 of 6 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Hydril Company (Name of Issuer) Common Stock (Title of Class of Securities) 448774 10 9 (CUSIP Number) December 31, 2003 (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). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (12-02) CUSIP NO. 448774 10 9 Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) R. Carlton Seaver - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 15,000 SHARES BENEFICIALLY -------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH REPORTING 513,750 PERSON -------------------------------------------- WITH: 7 SOLE DISPOSITIVE POWER 15,000 -------------------------------------------- 8 SHARED DISPOSITIVE POWER 513,750 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 528,750 - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.3%(1) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) This figure reflects that Mr. Seaver may be deemed the beneficial owner of 528,750 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, 2003, as of November 6, 2003, there were a total of 16,049,192 shares of common stock outstanding and 6,757,721 shares of class B common stock outstanding. Mr. Seaver 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 3 of 6 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 Office: Houston, Texas 77032-3411 ITEM 2. Item 2(a) Name of Person Filing: R. Carlton Seaver Item 2(b) Address of Principal 444 South Flower Street, Suite 2300 Business or, if none, Residence: Los Angeles, CA 90071 Item 2(c) Citizenship: United States 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 SECTIONS 240.13d-1(b) OR 240.13d-2(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). (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); CUSIP NO. 448774 10 9 Page 4 of 6 Pages (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 Section 240.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP R. Carlton Seaver may be deemed to beneficially own: (1) 473,750 shares of class B common stock held by Mr. Seaver as one of three trustees of a trust created under Paragraph V of the Will of Frank R. Seaver, Deceased, of which various educational and religious institutions and individuals are the beneficiaries, (2) 33,000 shares of class B common stock owned beneficially and of record by Mr. Seaver's children, (3) 15,000 shares of class B common stock owned beneficially and of record by Mr. Seaver, and (4) 7,000 shares of class B common stock owned beneficially and of record by Mr. Seaver's wife. Each share of class B common stock is immediately convertible into one share of common stock. Mr. Seaver disclaims beneficial ownership of the 473,750 shares of class B common stock held by him as one of three trustees of the Trust created under Paragraph V of the Will of Frank R. Seaver, Deceased. (a) Amount Beneficially Owned: 528,750 (b) Percent of Class: 6.3% (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 to direct the vote: 15,000 (ii) Shared power to vote or direct the vote: 513,750 (iii) Sole power to dispose or to direct the disposition of: 15,000 (iv) Shared power to dispose or to direct the disposition of: 513,750 CUSIP NO. 448774 10 9 Page 5 of 6 Pages 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 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 6 of 6 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 11, 2004 /s/ R. CARLTON SEAVER ----------------------------------- R. Carlton Seaver -----END PRIVACY-ENHANCED MESSAGE-----