-----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, S1FNq9i4AO3txlBNWg0AsqYSc7BzLuG7Pvi84fWHOJ3niF/gVJoRSKsfAGLLuRM4 34eoOezWmRvOooIMv6yS3A== 0000950129-05-001244.txt : 20050214 0000950129-05-001244.hdr.sgml : 20050214 20050214074849 ACCESSION NUMBER: 0000950129-05-001244 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: RICHARD C. SEAVER LIVING TRUST 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: 05602119 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 RICHARD C CENTRAL INDEX KEY: 0001134147 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 2136732079 MAIL ADDRESS: STREET 1: 555 FLOWER STREET STREET 2: SUITE 4580 CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13G/A 1 h22302dsc13gza.txt RICHARD C. SEAVER 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). Richard C. 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 90,000 Number of -------------------------------------------------------- Shares Beneficially 6 Shared Voting Power Owned by 2,813,924(1) Each Reporting -------------------------------------------------------- Person 7 Sole Dispositive Power with: 90,000 -------------------------------------------------------- 8 Shared Dispositive Power 2,813,924(1) - -------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned By Each Reporting Person 2,903,924 - -------------------------------------------------------------------------------- 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row (9) 41.7%(2) - -------------------------------------------------------------------------------- 12 Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- (1) 1,392,500 of these shares are held by the Richard C. Seaver Living Trust. 1,421,424 of these shares are held by the trust known as The Blanche Ebert Seaver Endowment for Frank R. Seaver College. (2) This figure reflects that Mr. Seaver may be deemed the beneficial owner of 2,903,924 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, 2004, as of November 3, 2004, there were a total of 18,003,986 shares of common stock outstanding and 5,165,080 shares of class B common stock outstanding. Mr. Seaver may be deemed to have 41.7% 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 (entities only). Richard C. Seaver Living Trust - -------------------------------------------------------------------------------- 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 Number of none Shares Beneficially -------------------------------------------------------- Owned by 6 Shared Voting Power Each Reporting 1,392,500 Person -------------------------------------------------------- with: 7 Sole Dispositive Power none -------------------------------------------------------- 8 Shared Dispositive Power 1,392,500 - -------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,392,500 - -------------------------------------------------------------------------------- 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row (9) 20.0%(3) - -------------------------------------------------------------------------------- 12 Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- (3) This figure reflects that the Richard C. Seaver Living Trust may be deemed the beneficial owner of 1,392,500 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, 2004, as of November 3, 2004, there were a total of 18,003,986 shares of common stock outstanding and 5,165,080 shares of class B common stock outstanding. The Richard C. Seaver Living Trust may be deemed to have 20.0% 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 Principal Executive Offices: East Houston, Texas 77032-3411 ITEM 2. Item 2(a) Name of Person Filing: Richard C. Seaver Item 2(b) Address of Principal 444 South Flower Street, Suite Business or, if none, 2300 Los Angeles, CA 90071 Residence: Item 2(c) Citizenship: United States Item 2(d) Title of Class: Common Stock Item 2(e) CUSIP Number: 448774 10 9 Item 2(a) Name of Person Filing: Richard C. Seaver Living Trust Item 2(b) Address of Principal c/o Richard C. Seaver Business Office: 444 South Flower Street, Suite 2300 Los Angeles, CA 90071 Item 2(c) Citizenship: The trust is governed by the laws of the State of California. Item 2(d) Title of Class: 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). CUSIP NO. 448774 10 9 Page 5 of 8 Pages (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). (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 For Richard C. Seaver: Richard C. Seaver may be deemed to beneficially own: (1) 1,392,500 shares of class B common stock held by Mr. Seaver as sole trustee of the Richard C. Seaver Living Trust, (2) 1,421,424 shares of class B common stock held by Mr. Seaver as one of the three trustees of the Blanche Ebert Seaver Endowment for Frank R. Seaver College, of which the sole beneficiary is the Frank R. Seaver College, and (3) 90,000 shares of class B common stock owned beneficially and of record by Mr. Seaver. Each share of class B common stock is immediately convertible into one share of common stock. Except for the 1,392,500 shares of class B common stock held by Mr. Seaver as sole trustee of the Richard C. Seaver Living Trust and the 90,000 shares of class B common stock owned beneficially and of record by Mr. Seaver, Mr. Seaver disclaims beneficial ownership of the shares reported herein. (a) Amount Beneficially Owned: 2,903,924 (b) Percent of Class: 41.7% (see footnote 2 of item 11 on cover page) CUSIP NO. 448774 10 9 Page 6 of 8 Pages (c) Number of shares to which such person has: (i) Sole power to vote or direct the vote: 90,000 (ii) Shared power to vote or direct the vote: 2,813,924 (iii) Sole power to dispose or to direct the disposition of: 90,000 (iv) Shared power to dispose or to direct the disposition of: 2,813,924 For the Richard C. Seaver Living Trust: The Richard C. Seaver Living Trust may be deemed to beneficially own 1,392,500 shares of class B common stock. Each share of class B common stock is immediately convertible into one share of common stock. (a) Amount Beneficially Owned: 1,392,500 (b) Percent of Class: 20.0% (see footnote 3 to item 11 on cover page) (c) Number of shares to which such person has: (i) Sole power to vote or direct the vote: none (ii) Shared power to vote or direct the vote: 1,392,500 (iii) Sole power to dispose or to direct the disposition of: none (iv) Shared power to dispose or to direct the disposition of: 1,392,500 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 CUSIP NO. 448774 10 9 Page 7 of 8 Pages 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 /s/ Richard C. Seaver ---------------------------------- Richard C. Seaver RICHARD C. SEAVER LIVING TRUST DATED JULY 31, 1991 By: /s/ Richard C. Seaver ------------------------------ Name: Richard C. Seaver Title: Trustee EXHIBIT 1 INDEX TO EXHIBITS
Exhibit Number Description - ------- ----------- 1 Joint filing agreement
EX-99.1 2 h22302dexv99w1.txt JOINT FILING AGREEMENT EXHIBIT 1 AGREEMENT The undersigned hereby agree in writing pursuant to the provisions of Rule 13d-1(i)(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 /s/ Richard C. Seaver ---------------------------------- Richard C. Seaver RICHARD C. SEAVER LIVING TRUST DATED JULY 31, 1991 By: /s/ Richard C. Seaver ------------------------------ Name: Richard C. Seaver Title: Trustee -----END PRIVACY-ENHANCED MESSAGE-----