-----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, OpAQoxekTvanmKAEI+EBrFFxE2EwhutkwX4dcUAZxDK2xcCqoC6eOgtl1pbAcvX8 4xJncxD+M3w48sowPeFZQA== 0001036288-00-000003.txt : 20000202 0001036288-00-000003.hdr.sgml : 20000202 ACCESSION NUMBER: 0001036288-00-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000114 GROUP MEMBERS: C. G. GREFENSTETTE GROUP MEMBERS: ELSIE HILLIARD HILLMAN GROUP MEMBERS: HCC INVESTMENTS, INC. GROUP MEMBERS: HENRY L. HILLMAN GROUP MEMBERS: HILLMAN CO GROUP MEMBERS: HILLMAN PROPERTIES WEST, INC. GROUP MEMBERS: JULIET CHALLENGER, INC. GROUP MEMBERS: THE 11/16/64 AAH TRUST GROUP MEMBERS: THE 11/16/64 HLHJR TRUST GROUP MEMBERS: THE 11/16/64 JLH TRUST GROUP MEMBERS: THE 11/16/64 WTH TRUST GROUP MEMBERS: THE HILLMAN COMPANY GROUP MEMBERS: THE HLH TRUST GROUP MEMBERS: THOMAS G. BIGLEY GROUP MEMBERS: WILMINGTON INVESTMENTS, INC. GROUP MEMBERS: WILMINGTON SECURITIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYTOGEN CORP CENTRAL INDEX KEY: 0000725058 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 222322400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37931 FILM NUMBER: 507915 BUSINESS ADDRESS: STREET 1: 600 COLLEGE RD EAST CN 5308 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6099878200 MAIL ADDRESS: STREET 1: 600 COLLEGE RD EAST CN 5308 STREET 2: 600 COLLEGE RD EAST CN 5308 CITY: PRINCETON STATE: NJ ZIP: 08540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HILLMAN CO CENTRAL INDEX KEY: 0001036288 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 310 GRANT ST STREET 2: 1900 GRANT BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219 MAIL ADDRESS: STREET 1: 310 GRANT ST STREET 2: 1900 GRANT BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Amendment No. 2 Under the Securities Exchange Act of 1934 CYTOGEN CORPORATION (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 232824102 (CUSIP Number) H. Vaughan Blaxter, III 1900 Grant Building Pittsburgh, Pennsylvania 15219 (412) 281-2620 (Name, address and telephone number of person authorized to receive notices and communications) December 22, 1999 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 which is the subject of this statement, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following: [ ] Page 1 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HILLMAN PROPERTIES WEST, INC. I.D. #51-0124111 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 20,625 8 Shared Voting Power 9 Sole Dispositive Power 20,625 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 20,625 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .03% 14 Type of Reporting Person CO Page 2 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HCC INVESTMENTS, INC. I.D. #51-0259668 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 4,125 8 Shared Voting Power 9 Sole Dispositive Power 4,125 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,125 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .006% 14 Type of Reporting Person CO Page 3 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person JULIET CHALLENGER, INC. I.D. #51-0256786 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 4,144,816 8 Shared Voting Power 9 Sole Dispositive Power 4,144,816 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,144,816 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 5.9% 14 Type of Reporting Person CO Page 4 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON SECURITIES, INC. I.D. #51-0114700 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 2,572,850 8 Shared Voting Power 9 Sole Dispositive Power 2,572,850 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,572,850 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 3.7% 14 Type of Reporting Person CO Page 5 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON INVESTMENTS, INC. I.D. #51-0344688 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 6,742,416 9 Sole Dispositive Power 10 Shared Dispositve Power 6,742,416 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,742,416 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 CO Page 6 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THE HILLMAN COMPANY I.D. #25-1011286 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 6,742,416 9 Sole Dispositive Power 10 Shared Dispositve Power 6,742,416 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,742,416 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 CO Page 7 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985I.D. #18-2145466 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 116,325 8 Shared Voting Power 6,742,416 9 Sole Dispositive Power 116,325 10 Shared Dispositve Power 6,742,416 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,858,741 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 9.7% 14 Type of Reporting Person OO Page 8 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR AUDREY HILLIARD HILLMAN I.D. #25-6064937 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 38,775 8 Shared Voting Power 9 Sole Dispositive Power 38,775 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 38,775 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .06% 14 Type of Reporting Person OO Page 9 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR JULIET LEA HILLMAN I.D. #25-6064939 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 38,775 8 Shared Voting Power 9 Sole Dispositive Power 38,775 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 38,775 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .06% 14 Type of Reporting Person OO Page 10 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR HENRY L. HILLMAN, JR. I.D. #25-6064938 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 38,775 8 Shared Voting Power 9 Sole Dispositive Power 38,775 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 38,775 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .06% 14 Type of Reporting Person OO Page 11 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR WILLIAM TALBOTT HILLMAN I.D. #25-6064940 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 38,775 8 Shared Voting Power 9 Sole Dispositive Power 38,775 10 Shared Dispositve Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 38,775 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .06% 14 Type of Reporting Person OO Page 12 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 7,013,841 9 Sole Dispositive Power 10 Shared Dispositve Power 7,013,841 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,013,841 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 9.9% 14 Type of Reporting Person IN Page 13 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 6,858,741 9 Sole Dispositive Power 10 Shared Dispositive Power 6,858,741 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,858,741 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 9.7% 14 Type of Reporting Person IN Page 14 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person ELSIE HILLIARD HILLMAN I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 6,858,741 9 Sole Dispositive Power 10 Shared Dispositive Power 6,858,741 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,858,741 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 9.7% 14 Type of Reporting Person IN Page 15 CUSIP NO. 232824102 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THOMAS G. BIGLEY I.D. # 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 155,100 9 Sole Dispositive Power 10 Shared Dispositive Power 155,100 11 Aggregate Amount Beneficially Owned by Each Reporting Person 155,100 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .2% 14 Type of Reporting Person IN Page 16 SCHEDULE 13D This statement ("Statement") constitutes Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on January 14, 2000 (the "Filing"). Item 1. Security and Issuer This Statement relates to the Common Stock, $.01 par value, of Cytogen Corporation, a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive office is 600 College Road East, Princeton, New Jersey 08540-5308, and the Issuer's ticker symbol is CYTO. Item 2. Identity and Background (a) Names of persons filing (individually, the "Registrant" and collectively, the "Registrants"): Hillman Properties West, Inc., a Delaware corporation, a wholly-owned subsidiary of Wilmington Securities, Inc. HCC Investments, Inc., a Delaware corporation, a wholly-owned subsidiary of Wilmington Investments, Inc. Juliet Challenger, Inc., a Delaware corporation, a wholly-owned subsidiary of Wilmington Investments, Inc. Wilmington Securities, Inc., a Delaware corporation, a wholly-owned subsidiary of Wilmington Investments, Inc. Wilmington Investments, Inc., a Delaware corporation, a wholly-owned subsidiary of The Hillman Company. The Hillman Company, a Pennsylvania corporation controlled by Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985. Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985 (the "1985 Trust"). C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16, 1964 for Audrey Hilliard Hillman (the "AHH Trust") C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16, 1964 for Juliet Lea Hillman (the "JLH Trust") C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16, 1964 for Henry L. Hillman, Jr. (the "HLHJR Trust") C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated November 16, 1964 for William Talbott Hillman (the "WTH Trust") C. G. Grefenstette Henry L. Hillman Elsie Hilliard Hillman Thomas G. Bigley The name, position, business address and citizenship of each director and executive officer of the entities listed above, each controlling person of such entities and each director and executive officer of any person or corporation in control of said entities, is attached hereto as Exhibit 1. (b) Business Address The addresses of the Registrants are as follows: The Hillman Company, the 1985 Trust, the AAH Trust, the JLH Trust, the HLHJR Trust and the WTH Trust are each located at: 1900 Grant Building Pittsburgh, Pennsylvania 15219 Hillman Properties West, Inc., HCC Investments, Inc., Juliet Challenger, Inc., Wilmington Securities, Inc., Wilmington Investments, Inc. are located at: 824 Market Street, Suite 900 Wilmington, Delaware 19801 C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 Thomas G. Bigley One Oxford Centre, 28th Floor Pittsburgh, Pennsylvania 15219 Henry L. Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 Elsie Hilliard Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 (c)Principal occupation or employment The principal occupations of the corporations, listed in response to Item 2(a) are: diversified investments and operations. The principal occupations of the 1985 Trust, the AAH Trust, the JLH Trust, the HLHJR Trust and the WTH Trust are: diversified investments and operations. C. G. Grefenstette See Exhibit 1 Thomas G. Bigley Managing Partner, Ernst & Young Henry L. Hillman See Exhibit 1 Elsie Hilliard Hillman See Exhibit 1 (d) Criminal convictions None of the persons named in Item 2(a)(including Exhibit 1) have been convicted in a criminal proceeding in the last five years. (e) Civil proceedings None of the persons listed in response to Item 2(a) (including Exhibit 1) have in the last five years been subject to a judgment, decree or final order as described in Item 2, subsection (e) of Schedule 13D. (f) Citizenship The 1985 Trust, the AAH Trust, the JLH Trust, the HLHJR Trust and the WTH Trust are Pennsylvania trusts. Hillman Properties West, Inc., HCC Investments, Inc., Juliet Challenger, Inc., Wilmington Securities, Inc. and Wilmington Investments, Inc. are Delaware corporations. The Hillman Company is a Pennsylvania corporation. C. G. Grefenstette, Thomas G. Bigley, Henry L. Hillman and Elsie Hilliard Hillman are U.S. citizens. Item 3. Source and Amount of Funds or Other Consideration None. Item 4. Purpose of Transaction Between December 23, 1999, and January 3, 2000, the following persons sold an aggregate of 1,266,615 shares of the Common Stock of the Issuer: HCC Investments, Inc., Wilmington Securities, Inc., the 1985 Trust, the AAH Trust, the JLH Trust, the HLHJR Trust, the WTH Trust, and Hillman/Dover Limited Partnership. The shares of Common Stock sold by these persons, except Hillman/Dover Limited Partnership, were distributed to them by Hillman/Dover Limited Partnership on December 22, 1999. These same shares were distributed to Hillman/Dover Limited Partnership by the following persons on December 22, 1999: Hillman Medical Ventures 1990 L.P., Hillman Medical Ventures 1991 L.P., Hillman Medical Ventures 1992 L.P. and Hillman Medical Ventures 1994 L.P. Except as set forth above, the Registrants have no present plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or Management of the Issuer including any plans or proposals to change the number or term of Directors or to fill any existing vacancies on the Board, (e) any material change in the present capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act of 1933, or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer (a) Beneficial Ownership The following is a list of the Issuer's Common Stock of which each Registrant is a direct, beneficial owner. It includes the number of shares held and the percentage of the class of such shares that are held by such Registrant.
Name Number of Shares % of Class of Shares Hillman Properties20,625.03% West, Inc. HCC Investments, Inc.4,125.006% Wilmington Securities, Inc.2,572,8503.7% Juliet Challenger, Inc.4,144,8165.9% The 1985 Trust116,325.2% The AAH Trust38,775.06% The JLH Trust38,775.06% The HLHJR Trust38,775.06% The WTH Trust38,775.06%
(b) Power to Vote or Dispose of Shares Each person listed above in response to Item 5(a) has the sole power to vote and to direct the vote and the sole power to dispose of and direct the disposition of those shares except as follows: (i)Wilmington Investments, Inc., The Hillman Company, Henry L. Hillman, as settlor and Trustee of the 1985 Trust, and Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the 1985 Trust, may be deemed to share voting and disposition power regarding 6,742,416 shares of Common Stock held beneficially by Hillman Properties West, Inc., HCC Investments, Inc., Juliet Challenger, Inc., and Wilmington Securities, Inc. (ii)As trustees of the 1985 Trust, Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette may be deemed to own beneficially and share voting and disposition power over 6,858,741 shares of Common Stock. (iii)C. G. Grefenstette and Thomas G. Bigley, as Trustees, may be deemed to share voting and disposition power regarding the aggregate of 155,100 shares held in trust for the AHH Trust, the JLH Trust, the HLHJR Trust, and the WTH Trust. (c), (d) and (e). Not applicable. Item 6.Contracts, Arrangements, Understandings of Relationships With Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits Exhibit 1.Information concerning officers and directors of reporting persons and certain affiliates thereof. SIGNATURES 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. HILLMAN PROPERTIES WEST, INC. /s/ Andrew H. McQuarrie By __________________________________ Andrew H. McQuarrie, Vice President HCC INVESTMENTS, INC. /s/ Andrew H. McQuarrie By __________________________________ Andrew H. McQuarrie, Vice President JULIET CHALLENGER, INC. /s/ Andrew H. McQuarrie By __________________________________ Andrew H. McQuarrie, Vice President WILMINGTON SECURITIES, INC. /s/ Andrew H. McQuarrie By __________________________________ Andrew H. McQuarrie, Vice President WILMINGTON INVESTMENTS, INC. /s/ Andrew H. McQuarrie By __________________________________ Andrew H. McQuarrie, Vice President THE HILLMAN COMPANY /s/ Lawrence M. Wagner By __________________________________ Lawrence M. Wagner, President HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985 /s/ C. G. Grefenstette By __________________________________ C. G. Grefenstette, Trustee C. G. GREFENSTETTE AND THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 11/16/64 FOR EACH OF AUDREY HILLIARD HILLMAN, JULIET LEA HILLMAN, HENRY L. HILLMAN, JR. and WILLIAM TALBOTT HILLMAN /s/ C. G. Grefenstette By __________________________________ C. G. Grefenstette, Trustee /s/ Thomas G. Bigley By __________________________________ Thomas G. Bigley /s/ C. G. Grefenstette _____________________________________ C. G. Grefenstette /s/ Thomas G. Bigley _____________________________________ Thomas G. Bigley /s/ Henry L. Hillman _____________________________________ Henry L. Hillman /s/ Elsie Hilliard Hillman _____________________________________ Elsie Hilliard Hillman EX-1 2 EXHIBIT 1
PRINCIPAL OFFICERS AND DIRECTORS OF THE HILLMAN COMPANY, ALL OF WHOM ARE U.S. CITIZENS Name and Address Title Henry L. HillmanChairman of the Executive Committee 2000 Grant Buildingand Director Pittsburgh, Pennsylvania 15219 C. G. Grefenstette Chairman of the Board and 2000 Grant Building Director Pittsburgh, Pennsylvania 15219 Lawrence M. WagnerPresident, Chief Executive Officer 2000 Grant Buildingand Director Pittsburgh, Pennsylvania 15219 H. Vaughan Blaxter, IIIVice President, Secretary, General 1900 Grant BuildingCounsel and Director Pittsburgh, Pennsylvania 15219 Mark J. LaskowVice President and Director 1900 Grant Building Pittsburgh, Pennsylvania 15219 Anthony J. BurlandoVice President - Risk Management 1900 Grant Building Pittsburgh, Pennsylvania 15219 James R. PhilpVice President - Personnel and 2000 Grant BuildingAdministration Pittsburgh, Pennsylvania 15219 Richard M. JohnstonVice President - Investments and 2000 Grant BuildingDirector Pittsburgh, Pennsylvania 15219 John W. HallVice President - Accounting and 1800 Grant BuildingInformation Services Pittsburgh, Pennsylvania 15219 Timothy O. FisherVice President 1900 Grant Building Pittsburgh, Pennsylvania 15219 Bruce I. CrockerVice President 1800 Grant Building Pittsburgh, Pennsylvania 15219 Denis P. McCarthyVice President 1900 Grant Building Pittsburgh, Pennsylvania 15219 Timothy P. HallVice President 2000 Grant Building Pittsburgh, PA 15219 Joseph C. ManzingerVice President 2000 Grant Building Pittsburgh, PA 15219 Maurice J. WhiteVice President, Shareholder Services 1800 Grant Building Pittsburgh, PA 15219 Charles H. Bracken, Jr.Vice President 2000 Grant Building Pittsburgh, Pennsylvania 15219 Eric C. JohnsonTreasurer 2000 Grant Building Pittsburgh, Pennsylvania 15219 D. Richard RoeschAssistant Treasurer 1800 Grant Building Pittsburgh, Pennsylvania 15219 Michael S. AdamcykAssistant Secretary and 2000 Grant BuildingAssistant Treasurer Pittsburgh, Pennsylvania 15219 Carol J. Cusick Riley Vice President, Associate General 1900 Grant BuildingCounsel and Assistant Secretary Pittsburgh, Pennsylvania 15219 Cornel ConleyController - Corporate 1800 Grant Building Pittsburgh, Pennsylvania 15219 Mark M. PoljakController - Taxes 1800 Grant Building Pittsburgh, Pennsylvania 15219 Elsie H. HillmanDirector 2000 Grant Building Pittsburgh, Pennsylvania 15219 Audrey Hillman FisherDirector 2000 Grant Building Pittsburgh, PA 15219 PRINCIPAL OFFICERS AND DIRECTORS OF WILMINGTON INVESTMENTS, INC., ALL OF WHOM ARE U.S. CITIZENS H. Vaughan Blaxter, IIIPresident and Secretary 1900 Grant Building Pittsburgh, Pennsylvania 15219 Andrew H. McQuarrieVice President, Chief Financial Officer, 824 Market Street, Suite 900 Treasurer and Director Wilmington, Delaware 19801 Lario M. Marini Senior Vice President and Director Wilmington Trust Center Wilmington, Delaware 19801 Richard H. BrownAssistant Vice President and 824 Market Street, Suite 900Assistant Secretary Wilmington, Delaware 19801 Eric C. Johnson Assistant Secretary and 2000 Grant BuildingAssistant Treasurer Pittsburgh, Pennsylvania 15219 Jody B. Cosner Assistant Secretary 824 Market Street, Suite 900 Wilmington, Delaware 19801 Joan E. Bachner Assistant Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Darlene ClarkeDirector 824 Market Street, Suite 900 Wilmington, Delaware 19801 PRINCIPAL OFFICERS AND DIRECTORS OF WILMINGTON SECURITIES, INC., ALL OF WHOM ARE U.S. CITIZENS H. Vaughan Blaxter, IIIPresident 1900 Grant Building Pittsburgh, Pennsylvania 15219 Andrew H. McQuarrieVice President, Chief Financial 824 Market Street, Suite 900Officer, Treasurer and Director Wilmington, Delaware 19801 Lario M. Marini Senior Vice President and Director Wilmington Trust Center Wilmington, Delaware 19801 Richard H. Brown Assistant Vice President and 824 Market Street, Suite 900Assistant Secretary Wilmington, Delaware 19801 Carol J. Cusick RileySecretary 1900 Grant Building Pittsburgh, Pennsylvania 15219 Eric C. Johnson Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Jody B. CosnerAssistant Secretary 824 Market Street, Suite 900 Wilmington, Delaware 19801 Joan E. BachnerAssistant Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Darlene ClarkeDirector 824 Market Street, Suite 900 Wilmington, Delaware 19801 PRINCIPAL OFFICERS AND DIRECTORS OF HCC INVESTMENTS, INC. AND JULIET CHALLENGER, INC., ALL OF WHOM ARE U.S. CITIZENS H. Vaughan Blaxter, III President and Secretary 1900 Grant Building Pittsburgh, Pennsylvania 15219 Andrew H. McQuarrie Vice President, Chief Financial 824 Market Street, Suite 900 Officer, Treasurer and Director Wilmington, Delaware 19801 Lario M. Marini Senior Vice President and Director Wilmington Trust Center Wilmington, Delaware 19801 Richard H. Brown Assistant Vice President and 824 Market Street, Suite 900 Assistant Secretary Wilmington, Delaware 19801 Eric C. Johnson Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Jody B. CosnerAssistant Secretary 824 Market Street, Suite 900 Wilmington, Delaware 19801 Joan E. BachnerAssistant Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Darlene ClarkeDirector 824 Market Street, Suite 900 Wilmington, Delaware 19801 PRINCIPAL OFFICERS AND DIRECTORS OF HILLMAN PROPERTIES WEST, INC., ALL OF WHOM ARE U.S. CITIZENS H. Vaughan Blaxter, III President, Secretary and Director 1900 Grant Building Pittsburgh, Pennsylvania 15219 Andrew H. McQuarrieVice President and Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Lario M. MariniSenior Vice President Wilmington Trust Center Wilmington, Delaware 19801 Stephen P. SmithVice President 2030 Main Street, Suite 640 Irvine, California 92614 Christopher D. HarrisVice President 1800 Grant Building Pittsburgh, Pennsylvania 15219 Richard H. BrownAssistant Vice President and 824 Market Street, Suite 900Assistant Secretary Wilmington, Delaware 19801 Eric C. JohnsonAssistant Secretary and 2000 Grant BuildingAssistant Treasurer Pittsburgh, Pennsylvania 15219 Michael S. AdamcykAssistant Treasurer 2000 Grant Building Pittsburgh, Pennsylvania 15219 Jody B. CosnerAssistant Secretary 824 Market Street, Suite 900 Wilmington, Delaware 19801 Joan E. BachnerAssistant Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Russell W. Ayres, IIIDirector 1900 Grant Building Pittsburgh, Pennsylvania 15219 Carol J. Cusick RileyDirector 1900 Grant Building Pittsburgh, Pennsylvania 15219 TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985, ALL OF WHOM ARE U.S. CITIZENS Henry L. Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 Elsie Hilliard Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 TRUSTEES OF THE FOUR HILLMAN TRUSTS DATED 11/16/64, BOTH OF WHOM ARE U.S. CITIZENS C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 Thomas G. Bigley One Oxford Centre, 28th floor Pittsburgh, Pennsylvania 15219
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