-----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, I21bxWORNaTXc/Bz2gBsv3YIdW2nN0sGMdu+Kf1tuDYD29E7znEeIXI8svd7ZMuH Kzeb/TNDyIP2enDH0AvyUg== 0000950129-05-001245.txt : 20050214 0000950129-05-001245.hdr.sgml : 20050214 20050214074908 ACCESSION NUMBER: 0000950129-05-001245 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: THE SEAVER INSTITUTE 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: 05602120 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 VIII OF THE OF FRANK R SEAVER CENTRAL INDEX KEY: 0001254753 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3300 NORTH SAM HOUSTON PARKWAY EAST CITY: HOUSTON STATE: TX ZIP: 77032 3411 BUSINESS PHONE: 281985 8712 MAIL ADDRESS: STREET 1: 3300 NORTH SAM HOUSTON PARKWAY EAST CITY: HOUSTON STATE: TX ZIP: 77032 3411 SC 13G/A 1 h22302esc13gza.txt TRUST UNDER PAR. VIII 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. 4)* 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 VIII 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 Number of none Shares Beneficially ------------------------------------------------------- Owned by 6 Shared Voting Power Each Reporting 883,801 Person ------------------------------------------------------- with: 7 Sole Dispositive Power none ------------------------------------------------------- 8 Shared Dispositive Power 883,801 - -------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person 883,801 - -------------------------------------------------------------------------------- 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row (9) 12.7%(1) - -------------------------------------------------------------------------------- 12 Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- (1) This figure reflects that the Trust under Paragraph VIII of the Will of Frank R Seaver, Deceased, may be deemed the beneficial owner of 883,801 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 Trust under Paragraph VIII of the Will of Frank R. Seaver, Deceased, may be deemed to have 12.7% 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). The Seaver Institute - -------------------------------------------------------------------------------- 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 California - -------------------------------------------------------------------------------- 5 Sole Voting Power Number of 66,215 Shares Beneficially ------------------------------------------------------- Owned by 6 Shared Voting Power Each Reporting 883,801(2) Personal ------------------------------------------------------- with:: 7 Sole Dispositive Power 66,215 ------------------------------------------------------- 8 Shared Dispositive Power 883,801(2) - -------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person 950,016 - -------------------------------------------------------------------------------- 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row (9) 13.6%(3) - -------------------------------------------------------------------------------- 12 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- (2) These shares are held by the Trust under Paragraph VIII of the Will of Frank R. Seaver, Deceased. (3) This figure reflects that The Seaver Institute may be deemed the beneficial owner of 950,016 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 Seaver Institute may be deemed to have 13.6% 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: Trust under Paragraph VIII of the Will of Frank R. Seaver, Deceased Item 2(b) Address of Principal c/o The Seaver Institute Business: 11611 San Vicente Boulevard, Suite 545 Los Angeles, CA 90049 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: The Seaver Institute Item 2(b) Address of Principal 11611 San Vicente Boulevard, Suite Business Office: 545 Los Angeles, CA 90049 Item 2(c) Citizenship: California 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). 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 the Trust under Paragraph VIII of the Will of Frank R. Seaver, Deceased: Such Trust may be deemed to beneficially own 883,801 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 such Trust are various educational and religious institutions. (a) Amount Beneficially Owned: 883,801 (b) Percent of Class: 12.7% (See footnote 1 to item 11 on cover page) (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: none (ii) Shared power to vote or direct the vote: 883,801 (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 of or to direct the disposition: 883,801 For The Seaver Institute: The Seaver Institute may be deemed to beneficially own: (1) 66,215 shares of class B common stock held by The Seaver Institute, and (2) 883,801 shares of class B common stock owned beneficially and of record by The Seaver Institute as sole trustee of a trust created under Paragraph VIII of the Will of Frank R. Seaver, Deceased, of which the beneficiaries are various educational and religious institutions. Each share of class B common stock is immediately convertible into one share of common stock. (a) Amount Beneficially Owned: 950,016 (b) Percent of Class: 13.6% (See footnote 3 to item 11 on cover page) (c) Number as to which such person has: (i) Sole Power to vote or direct the vote: 66,215 (ii) Shared power to vote or direct the vote: 883,801 (iii) Sole power to dispose or to direct the disposition of: 66,215 (iv) Shared power to dispose of or to direct the disposition: 883,801 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 10, 2005 THE SEAVER INSTITUTE, AS TRUSTEE UNDER PARAGRAPH VIII OF THE WILL OF FRANK R. SEAVER, DECEASED The Seaver Institute, as Trustee By: /s/ Victoria Seaver Dean ------------------------------ Name: Victoria Seaver Dean Title: President THE SEAVER INSTITUTE By: /s/ Victoria Seaver Dean ------------------------------ Name: Victoria Seaver Dean Title: President EXHIBIT 1 INDEX TO EXHIBITS
Exhibit Number Description - ------- ----------- 1 Joint filing agreement
EX-99.1 2 h22302eexv99w1.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. 4 to Schedule 13G to which this Agreement is attached is filed on behalf of each of the undersigned. Dated: February 10, 2005 TRUSTEE OF THE TRUST UNDER PARAGRAPH VIII OF THE WILL OF FRANK R. SEAVER, DECEASED The Seaver Institute, as Trustee By: /s/ Victoria Seaver Dean ------------------------------ Name: Victoria Seaver Dean Title: President THE SEAVER INSTITUTE By: /s/ Victoria Seaver Dean ------------------------------ Name: Victoria Seaver Dean Title: President -----END PRIVACY-ENHANCED MESSAGE-----