-----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, R4gWsvYebnCFR1rt3nHMyItEd4nImudmRVQEwu7x5fSIIhNo3AtJm6tnSWNatqPl PuYpoLdN/se0qNb/eP4I/g== 0000835910-98-000004.txt : 19980218 0000835910-98-000004.hdr.sgml : 19980218 ACCESSION NUMBER: 0000835910-98-000004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980213 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN POWER CONVERSION CORPORATION CENTRAL INDEX KEY: 0000835910 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 042722013 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-40107 FILM NUMBER: 98539056 BUSINESS ADDRESS: STREET 1: 132 FAIRGROUNDS RD CITY: WEST KINGSTON STATE: RI ZIP: 02892 BUSINESS PHONE: 4017895735 MAIL ADDRESS: STREET 1: 132 FAIRGROUNDS ROAD CITY: WEST KINGSTON STATE: RI ZIP: 02892 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOWDELL RODGER B JR CENTRAL INDEX KEY: 0000903068 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O AMERICAN POWER CONVERSION CORP STREET 2: 132 FAIRGROUNDS RD CITY: WEST KINGSTON STATE: RI ZIP: 02892 BUSINESS PHONE: 4017895735 MAIL ADDRESS: STREET 1: C/O AMERICAN POWER CONVERSION CORP STREET 2: 132 FAIRGROUNDS RD CITY: WEST KINGSTON STATE: RI ZIP: 02892 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9 )* American Power Conversion Corporation (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 029066 10 7 (CUSIP Number) *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 ("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). 1 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rodger B. Dowdell, Jr. ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER 9,655,225 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 9,279,512 WITH 8 SHARED DISPOSITIVE POWER 375,713 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,655,225 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] See Item 4 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.1% 12 TYPE OF REPORTING PERSON * IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 Item 1(a). Name of Issuer: American Power Conversion Corporation. Item 1(b). Address of Issuer's Principal Executive Offices: P.O. Box 278, 132 Fairgrounds Road, West Kingston, Rhode Island 02892. Item 2(a). Name of Person Filing: Rodger B. Dowdell, Jr. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of Mr. Dowdell is: P.O. Box 278, 132 Fairgrounds Road, West Kingston, Rhode Island 02892. Item 2(c). Citizenship: Mr. Dowdell is a United States citizen. Item 2(d). Title of Class of Securities: Common Stock, $.01 par value per share. Item 2(e). CUSIP Number: 029066-10-7 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act"). (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940. (e) [ ] Investment Advisor registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) of the Act. (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G) of the Act. (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H) of the Act. Not Applicable. Item 4. Ownership. (a) Amount Beneficially Owned: Mr. Dowdell may be deemed to own beneficially 9,655,225 shares of Common Stock as of December 31, 1997, which includes 375,713 shares currently allocated to him under the Company's Employee Stock Ownership Plan ("ESOP"). In addition, Mr. Dowdell is a co- trustee of the ESOP, and as such may be deemed to be the beneficial owner of the 4,937,226 shares currently held by the ESOP. Mr. Dowdell disclaims beneficial ownership to those 4,937,226 shares other than the 375,713 shares allocated to him.* 3 (b) Percent of Class: 10.1% (based on the 95,199,000 shares of Common Stock reported to be outstanding on November 6, 1997 in the Quarterly Report on Form 10-Q of American Power Conversion Corporation for the quarter ended September 28, 1997). (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 9,655,225 shares (ii) shared power to vote or to direct the vote: 0 shares (iii) sole power to dispose or direct the disposition of: 9,279,512 shares (iv) shared power to dispose or to direct the disposition of: 375,713 shares * Information as to ESOP numbers contained herein do not reflect final adjustments or allocations for fiscal year ended 1997. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. Not Applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b). 4 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. Date: February 13, 1998 /s/ Rodger B. Dowdell, Jr. ______________________________ Rodger B. Dowdell, Jr. 5 -----END PRIVACY-ENHANCED MESSAGE-----