-----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, DPJlxavktF7UFiVL3FIb5V6q0i0Qm7d7gauUxAsusNhYsvBOl/Biee9vPDZHhsO7 wwJSKBilpVtsxcxqbVOXmg== 0000950129-05-001242.txt : 20050214 0000950129-05-001242.hdr.sgml : 20050214 20050214074805 ACCESSION NUMBER: 0000950129-05-001242 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: BANK OF AMERICA, N.A. 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: 05602115 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 h22302bsc13gza.txt TRUST UNDER PAR. V OF THE WILL OF FRANK R. SEAVER, DECEASED FOR HYDRIL COMPANY 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, 2004 (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 (entities only). Trust under Paragraph V of the Will of Frank R. Seaver, Deceased - -------------------------------------------------------------------------------- 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 The trust is governed by the laws of the State of California. - -------------------------------------------------------------------------------- 5 Sole Voting Power none Number of ---------------------------------------------------------- Shares Beneficially 6 Shared Voting Power Owned by none Each Reporting ---------------------------------------------------------- Person 7 Sole Dispositive Power with: none ---------------------------------------------------------- 8 Shared Dispositive Power none - -------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person none - -------------------------------------------------------------------------------- 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row (9) 0.0% - -------------------------------------------------------------------------------- 12 Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- CUSIP NO. 448774 10 9 Page 3 of 8 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only). 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 none Person ---------------------------------------------------------- with: 7 Sole Dispositive Power none ---------------------------------------------------------- 8 Shared Dispositive Power none - -------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person none - -------------------------------------------------------------------------------- 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares - -------------------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row (9) 0.0% - -------------------------------------------------------------------------------- 12 Type of Reporting Person (See Instructions) BK - -------------------------------------------------------------------------------- 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 Principal Executive Offices: East 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 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 CUSIP NO. 448774 10 9 Page 5 of 8 Pages 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 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 definati -on 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 For the Trust under Paragraph V of the Will of Frank R. Seaver, Deceased: Such trust may have previously been deemed to beneficially own shares of class B common stock of Hydril Company, the remainder of which it disposed of during the year ended December 31, 2004. As of December 31, 2004, such trust did not hold any shares of class B common stock or common stock of Hydril Company. The beneficiaries of such trust are various educational and religious institutions and individuals. CUSIP NO. 448774 10 9 Page 6 of 8 Pages (a) Amount Beneficially Owned: none (b) Percent of Class: 0.0% (c) Number of shares to which such person has: (i) Sole power to vote or direct the vote: none none (ii) Shared power to vote or direct the vote: none none (iii) Sole power to dispose or to direct the disposition of: none (iv) Shared power to dispose or to direct the disposition of: none For Bank of America, N.A.: The bank may have previously been deemed to beneficially own (1) shares of class B common stock of Hydril Company held by the bank as one of three trustees of a trust created 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) 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. Both such trusts disposed of the remainder of such shares during the year ended December 31, 2004. As of December 31, 2004, neither trust held any shares of class B common stock or common stock of Hydril Company. (a) Amount Beneficially Owned: none (b) Percent of Class: 0.0% (c) Number of shares to which such person has: (i) Sole power to vote or direct the vote: none none (ii) Shared power to vote or direct the vote: none none (iii) Sole power to dispose or to direct the disposition of: none (iv) Shared power to dispose or to direct the disposition of: none ITEM 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.[X] CUSIP NO. 448774 10 9 Page 7 of 8 Pages 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 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 11, 2005 BLANCHE EBERT SEAVER, RICHARD C. SEAVER AND R. CARLTON SEAVER, as co-trustees of the Trust Established under Paragraph V of the Will of Frank R. Seaver, Deceased Bank of America, N.A., Co-Trustee By: /s/ Robert J. Kitzman ------------------------------------ Name: Robert J. Kitzman Title: Vice President By: /s/ Richard C. Seaver ----------------------------------- Name: Richard C. Seaver Title: Co-Trustee By: /s/ R. Carlton Seaver ----------------------------------- Name: R. Carlton Seaver Title: Co-Trustee BANK OF AMERICA, N.A. By: /s/ Robert J. Kitzman ----------------------------------- Name: Robert J. Kitzman Title: Vice President EXHIBIT 1 INDEX TO EXHIBITS
Exhibit Number Description - ------- ----------- 1 Joint filing agreement
EX-99.1 2 h22302bexv99w1.txt JOINT FILING AGREEMENT EXHIBIT 1 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. 2 to Schedule 13G to which this Agreement is attached is filed on behalf of each of the undersigned. Dated: February 11, 2005 BLANCHE EBERT SEAVER, RICHARD C. SEAVER and R. CARLTON SEAVER, as Co-Trustees of the Trust Established under Paragraph V of the Will of Frank R. Seaver, Deceased Bank of America, N.A., Co-Trustee By: /s/ Robert J. Kitzman ----------------------------------- Name: Robert J. Kitzman Title: Vice President By: /s/ Richard C. Seaver ----------------------------------- Name: Richard C. Seaver Title: Co-Trustee By: /s/ R. Carlton Seaver ----------------------------------- Name: R. Carlton Seaver Title: Co-Trustee BANK OF AMERICA, N.A. By: /s/ Robert J. Kitzman ----------------------------------- Name: Robert J. Kitzman Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----