-----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, HsT47v/cDDXgojAntERFtUQlwcSzdtaLbPQJ8hdsBF0MwITlWhTAgk9AMyPm5L27 BGCXiYDcPxcp9OL+Br2Bug== 0001007542-97-000002.txt : 19970428 0001007542-97-000002.hdr.sgml : 19970428 ACCESSION NUMBER: 0001007542-97-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970425 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEROLOGICALS CORP CENTRAL INDEX KEY: 0000767673 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 582142225 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46047 FILM NUMBER: 97587357 BUSINESS ADDRESS: STREET 1: 780 PARK NORTH BLVD STREET 2: STE 110 CITY: CLARKSTON STATE: GA ZIP: 30021 BUSINESS PHONE: 4042965595 MAIL ADDRESS: STREET 1: 780 PARK NORTH BLVD STREET 2: STE 110 CITY: CLARKSTON STATE: GA ZIP: 30021 FORMER COMPANY: FORMER CONFORMED NAME: SEROLOGICALS HOLDINGS INC DATE OF NAME CHANGE: 19950418 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENNINGER SAMUEL A JR CENTRAL INDEX KEY: 0001007542 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 243627572 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 780 PARK NORTH BLVD STREET 2: SUITE 110 CITY: CLARKSON STATE: GA ZIP: 30021 BUSINESS PHONE: 4042965595 MAIL ADDRESS: STREET 1: 780 PARK NORTH BLVD STREET 2: SUITE 110 CITY: CLARKSON STATE: GA ZIP: 30021 SC 13D/A 1 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.3)* SEROLOGICALS CORPORATION - ----------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, Par Value $0.01 - ----------------------------------------------------------------------------- (Title of Class of Securities) 817523 10 3 - ----------------------------------------------------------------------------- (CUSIP Number) Samuel A. Penninger, Jr. and Mary Ann Penninger Serologicals Corporation 780 Park North Blvd., Ste. 110 Clarkston, GA 30021 (404) 296-5595 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 15, 1997 - ----------------------------------------------------------------------------- (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 Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box /__/. *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 disclosures provided in a prior cover page. 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 ("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). AMENDMENT NO. 3 TO 13D CUSIP No. 817523 10 3 Page 2 of 5 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Samuel A. Penninger, Jr. ###-##-#### 2. Check the Appropriate Box if a Member of a Group (a) /__/ (b) /__/ 3. SEC Use Only 4. Source of Funds Not Applicable 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) /__/ 6. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 75,000 8. Shared Voting Power 918,777 9. Sole Dispositive Power 75,000 10. Shared Dispositive Power 918,777 11. Aggregate Amount Beneficially Owned by Each Reporting Person 993,777 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares /__/ 13. Percent of Class Represented by Amount in Row 11 7.0% 14. Type of Reporting Person IN AMENDMENT NO. 3 TO SCHEDULE 13D CUSIP NO. 817523 10 3 PAGE 3 OF 5 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Mary Ann Penninger ###-##-#### 2. Check the Appropriate Box if Member of a Group (a) /__/ (b) /__/ 3. SEC Use Only 4. Source of Funds Not Applicable 5. Check Box If Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or 2(e) /__/ 6. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 60,000 8. Shared Voting Power 918,777 9. Sole Dispositive Power 60,000 10. Shared Dispositive Power 918,777 11. Aggregate Amount Beneficially Owned by Each Reporting Person 978,777 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares /__/ 13. Percent of Class Represented by Amount in Row 11 6.9% 14. Type of Reporting Person IN AMENDMENT NO. 3 TO SCHEDULE 13D Item 1. Security and Issuer This Amendment No. 3 to the Statement on Schedule 13D amends and supplements the statement on Schedule 13D filed June 4, 1996 by Samuel A. Penninger, Jr. relating to the common stock, $.01 par value (the "Common Stock") of Serologicals Corporation (the "Company"). The address of the principal executive offices of the Company is 780 Park North Blvd., Suite 110, Clarkston, GA 30021. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D. Item 5. Interest in Securities of the Issuer [ Item 5 is hereby amended and restated in its entirety to read as follows:] (a) Mr. Penninger is the beneficial owner of 993,777 shares of Common Stock (7.0%). Mrs. Penninger is the beneficial owner of 978,777 shares of Common Stock (6.9%). Mr. Penninger is the sole owner of 75,000 shares of Common Stock. Mr. and Mrs. Penninger hold 918,777 shares jointly and the remaining 60,000 shares are held in two trusts (the "Trusts") for certain members of his family and of which his spouse is trustee. The number of shares beneficially owned and the percentage of outstanding shares presented thereby, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of ownership is based on 14,159,900 outstanding shares of Common Stock on March 31, 1997, as reported by the Company in its Proxy Statement filed April 18, 1997. (b) Mr. and Mrs. Penninger each have shared power with each other to vote and to direct the voting of and shared power with each other to dispose and direct the disposition of the 918,777 shares of Common stock held jointly by them. Mr. Penninger has the sole power to vote and direct the voting and the sole power to dispose and direct the disposition of the 75,000 shares of Common Stock held solely by him. Mrs. Penninger, as trustee for the Trusts, has the sole power to vote and to direct the voting and to dispose and direct the disposition of 60,000 shares held by the Trusts. Mr. Penninger disclaims beneficial ownership to these 60,000 shares. (c) Not Applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. On April 15, 1997, Mr. Penninger pledged 162,900 shares of Common Stock (the "Pledge") to NationsBanc Investments, Inc. as collateral security in connection with a loan from Nationsbank N.A. (South) to the Reporting Person The Pledge contains standard default provisions. 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. Dated: April 24, 1997 /s/ Samuel A. Penninger, Jr. ---------------------------- Samuel A. Penninger, Jr. /s/ Mary Ann Penninger ---------------------------- Mary Ann Penninger -----END PRIVACY-ENHANCED MESSAGE-----