-----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, BMnx2C39hGV5jbnnmaPc4UocLicHw78c1wGhWv699cTtnwrAT8FCTGiJOD452sJS y+ZTHbae8OtaR/dPEdjWwQ== 0001177915-07-000003.txt : 20070301 0001177915-07-000003.hdr.sgml : 20070301 20070301065348 ACCESSION NUMBER: 0001177915-07-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070301 DATE AS OF CHANGE: 20070301 GROUP MEMBERS: AUGUST INVESTMENT CORPORATION GROUP MEMBERS: AUGUST INVESTMENT PARTNERSHIP GROUP MEMBERS: BRAD JAMES GROUP MEMBERS: EASTERN REFRIGERATED TRANSPORTATION, INC. GROUP MEMBERS: ENTERPRISE TRUCK LINES, INC. GROUP MEMBERS: HAROLD ANTONSON GROUP MEMBERS: MICHAEL KIBLER GROUP MEMBERS: SEAGATE TRANSPORATION SERVICES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US 1 INDUSTRIES INC CENTRAL INDEX KEY: 0000351498 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 953585609 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-32549 FILM NUMBER: 07660472 BUSINESS ADDRESS: STREET 1: 1000 COLFAX CITY: GARY STATE: IN ZIP: 46406 BUSINESS PHONE: 2199446116 MAIL ADDRESS: STREET 1: 1000 COLFAX CITY: GARY STATE: IN ZIP: 46406 FORMER COMPANY: FORMER CONFORMED NAME: TRANSCON INC DATE OF NAME CHANGE: 19940812 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANTONSON HAROLD E CENTRAL INDEX KEY: 0001177915 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: US 1 INDUSTRIES STREET 2: 1000 COLFAX ST CITY: GARY STATE: IN ZIP: 46406 BUSINESS PHONE: 2199775218 SC 13D 1 us113d022807.txt US1 INDUSTRIES, SCHEDULE 13D, COMMON STOCK SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 2 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) US 1 Industries, Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, no par value per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 89355200 - ------------------------------------------------------------------------------ (CUSIP Number) W. Brinkley Dickerson, Jr., Troutman Sanders LLP, 600 Peachtree Street, Atlanta, Georgia 30308, (404) 885-3822 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 2007 - ------------------------------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) 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. Check the following box if a fee is being paid with the statement ___. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. The information required on 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 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) August Investment Corporation I.R.S. Identification No.: 35-1897873 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 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 Indiana NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,150,946 EACH 9 SOLE DISPOSITIVE REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,150,946 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,150,946 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 14 TYPE OF REPORTING PERSON - IC
1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) August Investment Partnership I.R.S. Identification No.: 35-1905858 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 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 Indiana NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,150,946 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,150,946 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,150,946 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 14 TYPE OF REPORTING PERSON - PN
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harold Antonson Social Security No.: ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS BK, PF 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 SHARES 1,358,611 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,376,303 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,358,611 PERSON WITH 10 SHARED DISPOSITIVE POWER 2,376,303 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,734,914 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.1% 14 TYPE OF REPORTING PERSON - IN
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael Kibler Social Security No.: ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS BK, PF 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 SHARES 1,298,500 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,376,303 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,298,500 PERSON WITH 10 SHARED DISPOSITIVE POWER 2,376,303 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,674,803 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.6% 14 TYPE OF REPORTING PERSON - IN
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brad James Social Security No.: ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 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 SHARES 151,858 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 15,123 EACH 9 SOLE DISPOSITIVE POWER REPORTING 151,858 PERSON WITH 10 SHARED DISPOSITIVE POWER 15,123 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 166,981 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% 14 TYPE OF REPORTING PERSON - IN
1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Eastern Refrigerated Transportation, Inc. I.R.S. Identification No.: 35-1499501 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, 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 Indiana NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 889,106 EACH 9 DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 889,106 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 889,106 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% 14 TYPE OF REPORTING PERSON - CO
1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Enterprise Truck Line, Inc. I.R.S. Identification No.: 36-2121458 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, 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 Indiana NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 75,616 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 75,616 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,616 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .6% 14 TYPE OF REPORTING PERSON - CO
1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Seagate Transportation Services, Inc. I.R.S. Identification No.: 35-1544464 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, 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 Indiana NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 15,123 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 15,123 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,123 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1% 14 TYPE OF REPORTING PERSON - CO
Item 1. Security and Issuer. This statement on Schedule 13D relates to the common stock, no par value per share (the "Common Stock"), of US 1 Industries, Inc., an Indiana corporation (the "Company"). The principal executive offices of the Company are at 336 W US 30, Valparaiso Indiana 46385. Item 2. Identity and Background. This statement is being filed by August Investment Corporation, an Indiana corporation ("AIC"), August Investment Partnership, an Indiana partnership ("AIP"), Harold Antonson, Michael Kibler, Brad James, Eastern Refrigerated Transportation, Inc., Enterprise Truck Line, Inc., and Seagate Transportation Services, Inc., collectively (the "Reporting Persons"). The principal offices of AIC are located at 336 W US 30, Valparaiso Indiana 46385. AIC is primarily an investment vehicle formed to invest in the Company. The principal offices of AIP are located at 336 W US 30, Valparaiso Indiana 46385. AIC is primarily an investment vehicle formed to invest in the Company. The principal offices of Eastern Refrigerated Transportation, Inc. are located at 336 W US 30, Valparaiso Indiana 46385. Eastern is a trucking company. The principal offices of Enterprise Truck line, Inc. are located at 336 W US 30, Valparaiso Indiana 46385. Enterprise is a trucking company. The principal offices of Seagate Transportation Services, Inc. are located at 555 F Street, Perrysburg, Ohio 43551. Seagate is a trucking company. Harold Antonson, whose business address is 336 W US 30, Valparaiso Indiana 46385, is the Treasurer and Chief Financial Officer of the Company. Harold Antonson is a citizen of the United States. Michael Kibler, whose business address is 336 W US 30, Valparaiso Indiana 46385, is the President and Chief Executive Officer of the Company. Michael Kibler is a citizen of the United States. Brad James, whose business address is 555 F Street, Perrysburg, Ohio 43551, is the President of Seagate Transportation Services, Inc. Brad James is a citizen of the United States. During the last five years, neither AIC, AIP, Harold Antonson, Michael Kibler, Brad James, Eastern Refrigerated Transportation, Inc., Enterprise Truck line, Inc. nor Seagate Transportation Services, Inc. has been (a) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial r administrative body of competent jurisdiction and, as a result of such proceeding, subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The shares reflected in this filing were primarily acquired in 1993 or, upon the exchange of the Company's preferred stock that, in turn, was acquired in 1993, for Common Stock. The funds used in the 1993 acquisitions were obtained from a range of sources, including existing cash and cash borrowed from banks. In addition, 200,000 of the shares held by each of Mr. Kibler and Mr. Antonson were restricted stock grants by the Company. Finally, as a result of the death of John Lavery, a former member of the filing group, the ownership interests of the Reporting Persons were reorganized as of February 25, 2007. Item 4. Purpose of Transaction. The purpose of this amendment is to reflect the acquisition as of February 25, 2007, from the Estate of John Lavery of various interest of Mr. Lavery prior to his death. The purposes of the Reporting Persons' acquisition and continued ownership of Company securities are, among others, to grow the Company's business and performance and to enhance the value of the Common Stock. The Reporting Persons have no current plans with respect to transactions required to be disclosed herein, except that the Company currently is considering a reverse stock split in order to increase its per share trading price to a level sufficient for exchange listing. Item 5. Interests in Securities of the Issuer. (a) and (b) The aggregate number and percentage of Securities to which this Schedule 13D relates is 5,205,273 shares of Common Stock, representing 43.3% of the 12,018,294 shares outstanding. The Reporting Persons beneficially own these shares as stated below. AIP is presently the beneficial owner of 1,150,946 shares of the Common Stock, approximately 9.6% of the Common Stock outstanding. As general partners of AIP, AIC, Mr. Kibler and Mr. Antonson may be deemed to have voting or dispositive power over the Common Stock beneficially owned by AIP and therefore, be deemed to be a beneficial owner of the Common Stock owned by AIP. Messrs. Antonson and Kibler each own 50%, and are directors and officers, of AIC and as a result may be deemed to have voting or dispositive power over the Common Stock owned by AIP and therefor, may be deemed to be beneficial owners of the Common Stock owned by AIP. Eastern Refrigerated Transportation, Inc. is presently the beneficial owner of 889,106 shares of the Common Stock, approximately 7.4% of the Common Stock outstanding. Eastern Refrigerated Transportation, Inc. has sole power to vote and dispose of the 889,106 shares of the Common Stock. Messrs. Antonson and Kibler may be deemed to be beneficial owners of the Common Stock beneficially owned by Eastern Refrigerated Transportation, Inc. as a result of their ownership of Eastern Refrigerated Transportation, Inc. Enterprise Truck Line, Inc. is presently the beneficial owner of 75,616 shares of the Common Stock, approximately .6% of the Common Stock outstanding. Eastern Truck Line, Inc. has sole power to vote and dispose of the 75,616 shares of the Common Stock. Messrs. Antonson and Kibler may be deemed to be beneficial owners of the Common Stock owned by Enterprise Truck Line, Inc. as a result of their ownership of Enterprise Truck Line, Inc. Seagate Transportation Services, Inc. is presently the beneficial owner of 15,123 shares of the Common Stock, approximately .1% of the Common Stock outstanding. Seagate Transportation Services, Inc. has sole power to vote and dispose of the 15,123 shares of the Common Stock. Messrs. James, Antonson and Kibler may be deemed to be beneficial owners of the Common Stock owned by Seagate Transportation Services, Inc. as a result of their ownership of Seagate Transportation Services, Inc. Mr. Antonson beneficially owns 3,734,914 shares of Common Stock which is 31.1% of the total Common Stock outstanding. Mr. Antonson has the sole power to vote or dispose of 1,358,611 shares and shared power to vote or dispose of 2,376,303 shares. Mr. Kibler beneficially owns 3,674,803 shares of Common Stock which is 30.6% of the total Common Stock outstanding. Mr. Kibler has the sole power to vote or dispose of 1,293,500 shares and shared power to vote or dispose of 2,376,303 shares. Mr. James beneficially owns 166,981 shares of Common Stock which is 1.4% of the total Common Stock outstanding. Mr. James has the sole power to vote or dispose of 151,858 shares and shared power to vote or dispose of 15,123 shares. (c) As a result of the death of Mr. Lavery, a former member of the filing group, Messrs. Kibler and Antonson acquired various interests from the Estate of John Lavery in businesses that Messrs. Lavery, Kibler and Antonson previously had owned and operated. This reorganization led to an increase in the beneficial ownership of Messrs. Kibler and Antonson. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Exhibits 1 and 2 hereto set forth certain documents with respect to securities of the Company and agreements between the Reporting Persons, each of which is incorporated by reference to this Item 6. Item 7. Material to be filed as Exhibits. Exhibit 1 Agreement by and among AIC, AIP, Eastern Refrigerated Transportation, Inc., Enterprise Truck Line, Inc., Seagate Transportation, Inc., Harold Antonson, Michael Kibler, and Brad James, to file a joint Schedule 13D pursuant to Rule 13d-1(f)(1). -- Previously Filed Exhibit 2 Powers of Attorney of Harold Antonson, Michael Kibler, and Brad James. -- Previously Filed SIGNATURES 13D 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. Date: February 27, 2007 AUGUST INVESTMENT PARTNERSHIP By: AUGUST INVESTMENT CORPORATION By:________________________________ Harold Antonson AUGUST INVESTMENT CORPORATION By:________________________________ Harold Antonson EASTERN REFRIGERATED TRANSPORTATION, INC. By:________________________________ Harold Antonson ENTERPRISE TRUCK LINE, INC. By:_______________________________ Harold Antonson SEAGATE TRANSPORTATION SERVICES, INC. By:________________________________ Harold Antonson INDIVIDUALLY _____________________________________ Harold Antonson _____________________________________ Michael Kibler /s/ Brad James* _____________________________________ Brad James *By Harold Antonson pursuant to Power of Attorney -----END PRIVACY-ENHANCED MESSAGE-----