-----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, VZda24vKSjsNdusZ8ei7BdAq/3EJXOjY2dhz3QSmNCaP5D8FbTNbop5i7ES1KBvB ZWA11E3BxH1MZ+KHnQv0zA== 0001104659-03-020406.txt : 20030910 0001104659-03-020406.hdr.sgml : 20030910 20030910170324 ACCESSION NUMBER: 0001104659-03-020406 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030910 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METAL MANAGEMENT INC CENTRAL INDEX KEY: 0000795665 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090] IRS NUMBER: 942835068 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37978 FILM NUMBER: 03890434 BUSINESS ADDRESS: STREET 1: 500 N DEARBORN ST STREET 2: STE 405 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 3126450700 MAIL ADDRESS: STREET 1: 500 N. DEARBORN STREET STREET 2: SUITE 405 CITY: CHICAGO STATE: IL ZIP: 60610 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL PARAMETRICS CORP /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JENNINGS T BENJAMIN CENTRAL INDEX KEY: 0001240081 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 18500 VON KARMAN STE 1000 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9492547700 MAIL ADDRESS: STREET 1: 18500 VON KARMON STE 1000 CITY: IRVINE STATE: CA ZIP: 92612 SC 13D/A 1 a03-3285_1sc13da.htm SC 13D/A

SEC 1746
(11-02)


Potential persons who are to 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.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D/A

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.  3 )*

Metal Management, Inc.

(Name of Issuer)

 

Common Stock, $0.01 Par Value

(Title of Class of Securities)

 

591097209

(CUSIP Number)

 

Michael J. Choate, Esq.

Shefsky & Froelich Ltd.

444 North Michigan Avenue

Suite 2500

Chicago, Illinois 60611

(312) 527-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 9, 2003

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [     ]

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*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).

 



 

CUSIP No.   591097209

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 T. Benjamin Jennings

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [    ]

 

 

(b)

 [ X ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
423,100

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
423,100

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
423,100

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

Item 1.

Security and Issuer

 

Common Stock, par value $0.01 per share

 

Metal Management, Inc. (the “Issuer”)

500 North Dearborn Street, Suite 405

Chicago, Illinois 60610

 

This Amendment No. 3 (this “Amendment”) amends the Schedule 13D filed June 9, 2003 (“Schedule 13D”), Amendment No. 1 to the Schedule 13D filed July 18, 2003 and Amendment No. 2 to the Schedule 13D filed August 11, 2003.  Unless otherwise indicated, all capitalized terms used but not defined herein have the meanings set forth in the Schedule 13D, as amended.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended by adding the following paragraph at the end of the Item:

 

The proceeds from the open market transactions described in Item 5(c) below were used to repay in full the margin account loans from Jefferies &Company, Inc. and will be used to repay a portion of the Loan made to the Filing Person by EMR.

 

Item 4.

Purpose of Transaction

 

Item 4 is hereby amended by adding the following paragraph at the end of the Item:

 

As a result of the open market transactions described in Item 5(c) below, the Filing Person has beneficial ownership of less than 5% of the common stock of the Issuer and will not be subject to the reporting obligations imposed by Rules 13d-1 and 13d-2 of the Securities Exchange Act of 1934, as amended, unless and until such subsequent date as the Filing person acquires more than 5% of the common stock of the Issuer.

 

Item 5.

Interest in Securities of the Issuer

 

Items 5(a), 5(b) and 5(e) are hereby amended and supplemented with, and Item 5(c) is hereby amended by adding, the following:

 

(a)           As a result of the open market transactions described in Item 5(c) below, the Filing Person owns 423,100 shares of common stock of the Issuer.  Such shares represent approximately 4.0% of the outstanding shares of common stock of the Issuer (based on 10,591,964 shares outstanding as of August 7, 2003).

 

(b)           As a result of the open market transactions described in Item 5(c) below, the Filing Person has sole dispositive and voting power with respect to 423,100 shares of common stock of the Issuer.  Such shares represent approximately 4.0% of the outstanding shares of common stock of the Issuer (based on 10,591,964 shares outstanding as of August 7, 2003).

 

(c)           The Filing Person ordered shares of the Issuer’s common stock to be sold in the following open market transactions:

 

3



 

Date of Sale

 

No. of Shares Sold

 

Price Per Share

 

Broker

 

8/19/03

 

8,600

 

$

18.02

 

Jefferies & Company

 

8/22/03

 

3,900

 

$

18.59

 

Jefferies & Company

 

8/28/03

 

35,000

 

$

18.11

 

Jefferies & Company

 

8/29/03

 

7,700

 

$

18.15

 

Jefferies & Company

 

9/02/03

 

15,000

 

$

18.25

 

Jefferies & Company

 

9/03/03

 

5,000

 

$

18.14

 

Jefferies & Company

 

9/04/03

 

10,000

 

$

18.20

 

Jefferies & Company

 

9/05/03

 

13,400

 

$

18.19

 

Jefferies & Company

 

9/09/03

 

250,000

 

$

18.00

 

Jefferies & Company

 

9/09/03

 

4,300

 

$

18.30

 

Jefferies & Company

 

9/09/03

 

250,000

 

$

18.07

 

Jefferies & Company

 

 

 

(e)           The Filing Person ceased to be the beneficial owner of more than 5% of the common stock of the Issuer on September 9, 2003.

 

4



 

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.

 

September 10, 2003

 

Date

 


/s/ T. Benjamin Jennings

 

Signature

 

5


-----END PRIVACY-ENHANCED MESSAGE-----