0000895813-11-000057.txt : 20110315
0000895813-11-000057.hdr.sgml : 20110315
20110314175835
ACCESSION NUMBER: 0000895813-11-000057
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20110315
DATE AS OF CHANGE: 20110314
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Abtech Holdings, Inc.
CENTRAL INDEX KEY: 0001405858
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090]
IRS NUMBER: 141994102
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-85659
FILM NUMBER: 11686570
BUSINESS ADDRESS:
STREET 1: 1223 BURROWHILL LANE
CITY: MISSISSAUGA
STATE: A6
ZIP: L5H 4M7
BUSINESS PHONE: 905-274-5231
MAIL ADDRESS:
STREET 1: 1223 BURROWHILL LANE
CITY: MISSISSAUGA
STATE: A6
ZIP: L5H 4M7
FORMER COMPANY:
FORMER CONFORMED NAME: Laural Resources, Inc.
DATE OF NAME CHANGE: 20070706
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: COUNTRY LIFE INSURANCE CO
CENTRAL INDEX KEY: 0001269532
IRS NUMBER: 000000000
STATE OF INCORPORATION: IL
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 170 N. TOWANDA AVE.
CITY: BLOOMINGTON
STATE: IL
ZIP: 61702
BUSINESS PHONE: 309 821 6560
MAIL ADDRESS:
STREET 1: 1701 N TOWANDA AVE
CITY: BLOOMINGTON
STATE: IL
ZIP: 61702
SC 13G
1
x314-13g.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ABTECH HOLDINGS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00400H108
(CUSIP Number)
February 10, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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.
CUSIP No. 00400H108 Page 2 of 9
1 NAMES OF REPORTING PERSONS:
COUNTRY Mutual Insurance and COUNTRY Life Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [X]
(b) [ ]
3 SEC USE ONLY:
4 CITIZENSHIP OR PLACE OF ORGANIZATION:
Illinois
| 5 SOLE VOTING POWER:
NUMBER OF | 5,382,650 shares (1)
SHARES | 6 SHARED VOTING POWER:
BENEFICIALLY
OWNED BY | None
EACH | 7 SOLE DISPOSITIVE POWER:
REPORTING
PERSON | 5,382,650 shares
WITH: | 8 SHARED DISPOSITIVE POWER:
| None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,382,650
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS):
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
10.7% (2)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
CUSIP No. 00400H108 Page 3 of 9
1 Equals the number of shares of common stock of the Issuer that
may be acquired upon the conversion of certain shares in the
event the Reporting Persons elect to convert certain shares
of Series A Preferred Stock, Warrants and a note as described
in Item 4.
2 Based on 50,392,451 shares of common stock outstanding as of
February 10, 2011 as explained in Item 4.
CUSIP No. 00400H108 Page 4 of 9
______________________________________________________________________
Item 1(a) Name of Issuer:
AbTech Holdings, Inc. (the "Issuer")
______________________________________________________________________
Item 1(b) Address of Issuer's Principal Executive Offices:
4110 North Scottsdale Road, Suite 235
Scottsdale, Arizona 85251
______________________________________________________________________
Item 2(a) Name of Person Filing:
COUNTRY Mutual Insurance Company and COUNTRY Life Insurance
Company
______________________________________________________________________
Item 2(b) Address of Principal Business Office or, if none, Residence:
1701 N Towanda Avenue
Bloomington, Illinois 61701
______________________________________________________________________
Item 2(c) Citizenship:
Illinois
______________________________________________________________________
Item 2(d) Title of Class of Securities:
Common Stock
______________________________________________________________________
Item 2(e) CUSIP Number:
00400H108
______________________________________________________________________
CUSIP No. 00400H108 Page 5 of 9
______________________________________________________________________
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of
the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [X] Insurance company as defined in Section 3(a)(19)
of the Exchange Act;
(d) [ ] Investment company registered under Section 8 of
the Investment Company Act;
(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;
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act;
(j) [ ] A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
______________________________________________________________________
CUSIP No. 00400H108 Page 6 of 9
______________________________________________________________________
Item 4. Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) In accordance with Rule 13d-4, the Reporting Persons
expressly declare that this statement shall not be
construed as an admission that they are, for the
purpose of section 13(g) of the Securities Exchange
Act, at this time, the beneficial owner of any
securities of the Issuer.
For purposes of this filing, "Merger" shall mean the
transaction described in the Issuer's Form 8-K filed
as of February 10, 2011, involving the Issuer, the
Subsidiary and a wholly-owned Subsidiary of the
Issuer, AbTech Merger Sub, Inc.
The Reporting Persons may, however, be deemed to
beneficially own, in the aggregate, 5,382,650 shares
of common stock of the Issuer, based on the aggregate
of:
(i) 3,263,197 shares of common stock of the Issuer
issuable upon the conversion of 612,947 shares
of Series A Preferred Stock of the Issuer's
subsidiary, AbTech Industries, Inc. (the
("Subsidiary") into common stock of the Issuer;
(ii) 974,252 shares of common stock of the Issuer
issuable upon the exercise of a Warrant to
Purchase Series A Preferred Stock of the
Subsidiary, dated October 6, 2006, and the
subsequent conversion of such shares of Series
A Preferred Stock in the Subsidiary into common
stock of the Issuer;
(iii) 236,610 shares of common stock of the Issuer
issuable upon the exercise of a Warrant to
Purchase Series A Preferred Stock of the
Subsidiary, dated June 26, 2009, and the
subsequent conversion of such shares of Series
A Preferred Stock in the Subsidiary into common
stock of the Issuer;
(iv) 198,753 shares of common stock of the Issuer
issuable upon the exercise of a Warrant to
Purchase Common Stock of the Subsidiary (which
Warrant was converted upon the Merger (as
defined below) into a Warrant for the purchase
of the common stock of the Issuer); and
CUSIP No. 00400H108 Page 7 of 9
(v) 709,838 shares of common stock that may be
issuable upon the election of the Reporting
Persons to convert a Convertible Note dated
June 26, 2009, as to which a default has been
declared and the debt accelerated by the
Reporting Persons, to Series A Preferred Stock
of the Subsidiary and the subsequent conversion
of such Series A Preferred Stock of the
Subsidiary into common stock of the Issuer.
The 5,382,650 shares of common stock of the Issuer that
may be deemed to be beneficially owned by the Reporting
Persons represent 10.7% of the Issuer's outstanding
shares of common stock (based upon 50,392,451 total
outstanding shares of common stock of the Issuer, which
is the sum of (a) 45,009,801 shares of common stock
of the Issuer stated to be outstanding as of February
10, 2011, as reported by the Issuer on a Form 8-K/A
dated February 10, 2011, and (b) 5,382,650 shares of
common stock of the Issuer that the Reporting Persons
may have the right to acquire.)
The Reporting Persons also own Convertible Debt of the
Subsidiary that is not currently convertible, but may,
under certain circumstances contained in the notes
evidencing such Convertible Debt and upon the Reporting
Persons' election, be converted into 2,996,185 shares
of Series A Preferred Stock of the Subsidiary and the
subsequent conversion of those preferred shares to
common stock of the Issuer.
(b) Percent of class: 10.7% (2)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
5,382,650 shares (1)
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the
disposition of
5,382,650 shares
(iv) Shared power to dispose or to direct the
disposition of
None
______________________________________________________________________
CUSIP No. 00400H108 Page 8 of 9
______________________________________________________________________
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 or Control Person.
Not applicable.
_____________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
The Reporting Persons, COUNTRY Mutual Insurance Company
and COUNTRY Life Insurance Company, are affiliated
insurance companies that jointly own investments in the
subsidiary of the Issuer, AbTech Industries, Inc.
______________________________________________________________________
Item 9. Notice of Dissolution of Group.
Not applicable.
______________________________________________________________________
Item 10. Certifications
(a) By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
______________________________________________________________________
EXHIBITS
Exhibit 1 Joint Filing Agreement (incorporated by reference to
Exhibit 1 to Schedule 13G filed by the Reporting Persons
on March 14, 2011).
CUSIP No. 00400H108 Page 9 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
March 14, 2011
COUNTRY MUTUAL INSURANCE COMPANY
By: /s/ David A. Magers
---------------------------
Name: David A. Magers
Title: Executive Vice President and
Chief Financial Officer
COUNTRY LIFE INSURANCE COMPANY
By: /s/ David A. Magers
---------------------------
Name: David A. Magers
Title: Executive Vice President and
Chief Financial Officer
EX-1
2
xex_1.txt
Exhibit 1
---------
Agreement Relating to Filing of Joint
Statements Pursuant to Rule 13d-1(k)(1) and (2)
-----------------------------------------------
The Reporting Persons, COUNTRY Mutual Insurance Company and
COUNTRY Life Insurance Company, are affiliated insurance companies
that jointly own investments in the subsidiary of the Issuer, AbTech
Industries, Inc. In accordance with Rule 13d-1(k)(1)(iii) of the
General Rules and Regulations of the Securities Exchange Act of 1934,
as amended, the undersigned agree that the Schedule 13G to which this
Exhibit is attached is filed jointly on behalf of the Reporting
Persons in the capacities set out herein below.
Dated: March 14, 2011
COUNTRY MUTUAL INSURANCE COMPANY
By: David A. Magers, Executive Vice President and Chief
Financial Officer
By: /s/ David A. Magers
-------------------
COUNTRY LIFE INSURANCE COMPANY
By: David A. Magers, Executive Vice President and Chief
Financial Officer
By: /s/ David A. Magers
-------------------