-----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, UG2tjZx2zS7fqTbY4VojxnF/P5Z050eeIHOEX/MSIuwmYBWSKKwKYTf4LtwPvbiz Ii2JbUkDreLfB9Ye61PdgQ== 0000893220-04-000782.txt : 20040426 0000893220-04-000782.hdr.sgml : 20040426 20040426122909 ACCESSION NUMBER: 0000893220-04-000782 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040426 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: K TRON INTERNATIONAL INC CENTRAL INDEX KEY: 0000000020 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 221759452 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33401 FILM NUMBER: 04753315 BUSINESS ADDRESS: STREET 1: ROUTE 55 & 553 STREET 2: BOX 888 CITY: PITMAN STATE: NJ ZIP: 08071-0888 BUSINESS PHONE: 8562563318 MAIL ADDRESS: STREET 1: ROUTE 55 & 553 STREET 2: P O BOX 888 CITY: PITMAN STATE: NJ ZIP: 08071-0888 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLOUES EDWARD B II CENTRAL INDEX KEY: 0001145949 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: K-TRON INTERNATIONAL INC STREET 2: ROUTES 55 & 553 CITY: PITMAN STATE: NJ ZIP: 08071 BUSINESS PHONE: 856 589 0500 MAIL ADDRESS: STREET 1: K-TRON INTERNATIONAL INC STREET 2: ROUTES 55 &553 CITY: PITMAN STATE: NJ ZIP: 08071 SC 13D/A 1 w96634sc13dza.txt K-TRON INTERNATIONAL SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1)(1) K-Tron International, Inc. -------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 482730108 --------- (CUSIP Number) April 14, 2004 -------------- (Date of Event Which Requires Filing of this Statement) Joanne R. Soslow, Esq. Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963-5000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) If the filing person has previously filed a statement on schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ____ Note: Schedules filed in paper format shall include a signed original and two copies of the Schedule including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Page 1 of 6 pages) - -------- 1 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 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. 482730108 SCHEDULE 13D/A PAGE 2 OF 6 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Edward B. Cloues, II - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) (B) X - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) _____ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 183,360 shares* SHARES BENEFIC- *Includes 80,000 shares underlying options presently IALLY exercisable and 8,000 shares subject to a restricted stock OWNED BY grant, which restricted shares are subject to forfeiture EACH until April 14, 2008. REPORTING ------------------------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 60,220 ------------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 183,360* *Includes 80,000 shares underlying options presently exercisable and 8,000 shares subject to a restricted stock grant, which restricted shares are subject to forfeiture until April 14, 2008. ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 60,220 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 243,580* - -------------------------------------------------------------------------------- *Includes 80,000 shares underlying options and 8,000 shares subject to a restricted stock grant, which restricted shares are subject to forfeiture until April 14, 2008. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 482730108 SCHEDULE 13D/A PAGE 3 OF 6 ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, $.01 par value (the "Common Stock"), of K-Tron International, Inc., a New Jersey corporation (the "Issuer"). The principal executive offices of the Issuer are located at Routes 55 & 553, Pitman, New Jersey 08071-0888. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed by Edward B. Cloues, II (the "Filing Person"). (b) The principal business address of the Filing Person is Routes 55 & 553, Pitman, New Jersey 08071-0888. (c) The present principal occupation of the Filing Person is Chairman of the Board and Chief Executive Officer of the Issuer. (d) During the last five years, the Filing Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Filing Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) The Filing Person is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Filing Person obtained the 8,000 shares of Common Stock described in Item 5(a) pursuant to a restricted stock grant (the "Grant") on April 14, 2004 by the Issuer at a price of $21.53 per share. ITEM 4. PURPOSE OF TRANSACTION. The Filing Person was Chairman of the Board and Chief Executive Officer of the Issuer prior to receipt of the restricted stock grant of Common Stock described in Item 5(c), and continues to serve in those capacities. Prior to the Grant, the Filing Person held 95,360 shares of Common Stock in his own name (as well as options to purchase 80,000 shares of Common Stock that are presently exercisable) and held indirect beneficial ownership in (i) 59,020 shares of Common Stock through the Asset Management Durable General Power of Attorney of Jan W. Beebe, dated June 28, 2001, and (ii) 1,200 shares of Common Stock through the Durable Power of Attorney of Alfred S. Cloues, Jr., dated May 22, 1995. Following the Grant, the Filing Person now holds 103,360 shares in his own name. The Filing Person may acquire additional securities of the Issuer directly or may, in the future, dispose of the securities he holds directly and indirectly. Except as set forth above, the Filing Person has no plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of this Item 4. CUSIP NO. 482730108 SCHEDULE 13D/A PAGE 4 OF 6 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Filing Person beneficially owns 243,580 shares of the Common Stock, including 80,000 shares underlying stock options presently exercisable, 8,000 shares subject to a restricted stock grant and 60,220 shares for which the Filing Person holds powers-of-attorney, which constitute 9.5% of the outstanding shares of Common Stock, calculated in accordance with Rule 13d-3(d)(i)(D). (b) The Filing Person has sole power to vote or direct the vote and sole power to dispose or direct the disposition of 183,360 shares reported herein and shared power to vote or direct the vote and to dispose or direct the disposition of 60,220 shares reported herein. Power to vote and dispose of 59,020 shares is shared with Jan W. Beebe whose address is 777 North Post Oak Road, Suite 439, Houston, Texas 77024. Mrs. Beebe is retired and is a citizen of the United States. During the last five years, Mrs. Beebe has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, during the last five years, Mrs. Beebe has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. The Filing Person is not related to Mrs. Beebe. Power to vote and dispose of 1,200 shares is shared with Alfred S. Cloues, Jr., the Filing Person's father, whose address is Apt. C140, Langdon Place, 136 A Arch Street, Keene, New Hampshire 03431. Mr. Cloues is retired and is a citizen of the United States. During the last five years, Mr. Cloues has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, during the last five years, Mr. Cloues has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (c) The Filing Person obtained the 8,000 shares of Common Stock described in Item 5(a) pursuant to a restricted stock grant (the "Grant") on April 14, 2004 by the Issuer at a price of $21.53 per share. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Filing Person has been appointed Attorney-in-Fact by Jan W. Beebe ("Beebe") pursuant to an Asset Management Durable General Power of Attorney dated June 28, 2001 (the "Beebe Power-of-Attorney"). Under the Beebe Power-of-Attorney, the Filing Person is authorized to transact all of Beebe's business and manage all of Beebe's property and affairs, including: taking custody of Beebe's stocks; selling, surrendering or exchanging any such stocks; signing and delivering assignments or stock powers and other documents required for sale, assignment, surrender or exchange; purchasing stocks; providing instructions regarding the CUSIP NO. 482730108 SCHEDULE 13D/A PAGE 5 OF 6 registration of stock and the mailing of dividends; representing Beebe at shareholders' meetings and voting proxies on Beebe's behalf; and generally handling or managing Beebe's investments. Beebe shares the above powers with the Filing Person. Beebe currently holds 59,020 shares of Common Stock. As a result of the Beebe Power of Attorney, the Filing Person possesses indirect beneficial ownership of the 59,020 shares of Common Stock held by Beebe. The Filing Person has been appointed Attorney-in-Fact by Alfred S. Cloues, Jr. ("Cloues") pursuant to a Durable Power of Attorney dated May 22, 1995 (the "Cloues Power of Attorney"). Under the Cloues Power of Attorney, the Filing Person is authorized to deal generally in all respects without restriction in and with any property in which Cloues may have an interest and to exercise in all respects management of and control over such property. This would include representing Cloues at shareholders' meetings and voting proxies on Cloues' behalf. Cloues shares the above powers with the Filing Person. Cloues currently holds 1,200 shares of Common Stock. As a result of the Cloues Power of Attorney, the Filing Person possesses indirect beneficial ownership of the 1,200 shares of Common Stock held by Cloues. Unless earlier revoked, each Power of Attorney terminates at the death of the respective principal. The Filing Person will hold all of the powers granted under the Powers-of-Attorney until such termination or until a successor agent is appointed. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 99.1 Asset Management Durable General Power of Attorney of Jan W. Beebe, dated June 28, 2001. (Incorporated by reference herein from the 13D filed on July 27, 2001.) 99.2 Durable Power of Attorney of Alfred S. Cloues, Jr., dated May 22, 1995.* - ------- * Filed herewith. CUSIP NO. 482730108 SCHEDULE 13D/A PAGE 6 OF 6 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. April 23, 2004 ------------------------------ (Date) /s/ Edward B. Cloues, II ------------------------------ (Signature) Edward B. Cloues, II ------------------------------ (Name / Title) EX-99.2 2 w96634exv99w2.txt DURABLE POWER OF ATTORNEY OF ALFRED S. CLOUES, JR. Exhibit 99.2 DURABLE POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that I, ALFRED S. CLOUES, JR., of 104 West Main Street, Warner, New Hampshire 03278, have made, constituted and appointed and by these presents do make, constitute and appoint JEANNETTE C. CLOUES, EDWARD B. CLOUES, II, RICHARD R. CLOUES, or JEANNE C. HESLOP, individually or jointly, my true and lawful attorney for me and in my name, place and stead, to demand, receive, collect and hold any and all monies, securities and real and personal property of any nature whatsoever belonging to me or in which I may have any interest; To deal generally in all respects without restriction in and with any property whatsoever in which I may have interest; To carry bank accounts for me, and in my name, in such banks as my said attorney may deem best and to make deposits of money belonging to me in such accounts and disburse said monies on the signature of my said attorney, for any purpose in connection with either the personal needs, support, maintenance and medical attention of myself, in any such amounts and for such purposes and at such times as my said attorney in his or her sole unrestricted discretion and judgment may deem best; To exercise in all respects as full management, control and powers with respect to all of my property, whether the same be real or personal, as I myself could do; To demand and receive, sue for and recover, any and all monies or rights of any nature whatsoever and from whatever source derived that may now be due to me or which may at any time hereafter become due, and to give in all respects proper receipts, releases and acquittances therefor, with no liability on the part of any obligor making such payments to my attorney to see to the application of the proceeds of such payments or collections; Hereby giving and granting unto my said attorney full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done about the premises as fully to all intents and purposes as I might or could do if personally present, hereby ratifying and confirming all that my said attorney may do. This power of attorney shall not be affected by the subsequent disability or incompetence of the principal. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 22nd day of May, 1995. /s/ BARBARA S. PROPER /s/ ALFRED S. CLOUES, JR. - ------------------------------- ------------------------------------- Witness to A.S.C., Jr. Alfred S. Cloues, Jr. BRACKETT L. SCHEFFY COUNSELOR AT LAW MAIN STREET WARNER, NEW HAMPSHIRE 03278 STATE OF NEW HAMPSHIRE MERRIMACK, SS. May 22, 1995 Personally appeared the said Alfred S. Cloues, Jr., who acknowledged to me that he subscribed his name to the foregoing instrument and for the purposes therein contained. /s/ BARBARA S. PROPER ------------------------------------ Notary Public My commission expires --------------- [stamp] BARBARA S. PROPER, Notary Public My Commission Expires November 10, 1999 BRACKETT L. SCHEFFY COUNSELOR AT LAW MAIN STREET WARNER, NEW HAMPSHIRE 03278 -----END PRIVACY-ENHANCED MESSAGE-----