-----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, SiGOwDTr8C/JPp0H4yADFg4s2JbvxAetlNongxoq85e8I6F4zQM8mp/PaWwXAsJc jz75w59FHPFlS4I3RrqVVg== 0000899078-02-000462.txt : 20020814 0000899078-02-000462.hdr.sgml : 20020814 20020814121325 ACCESSION NUMBER: 0000899078-02-000462 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020814 GROUP MEMBERS: BERNARD A. PAULSON GROUP MEMBERS: PAULSON RANCH, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOR MINERALS INTERNATIONAL INC CENTRAL INDEX KEY: 0000842295 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 742081929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40170 FILM NUMBER: 02733010 BUSINESS ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 BUSINESS PHONE: 3618825175 MAIL ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 FORMER COMPANY: FORMER CONFORMED NAME: HITOX CORPORATION OF AMERICA DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAULSON RANCH LTD CENTRAL INDEX KEY: 0001166728 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 722 BURLESON ST. CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 MAIL ADDRESS: STREET 1: 722 BURLESON ST. CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 SC 13D/A 1 aug92002-13damd7.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 7)* Under the Securities Exchange Act of 1934 TOR MINERALS INTERNATIONAL, INC. (Name of Issuer) Common Stock, Par Value $0.25 Per Share (Title of Class of Securities) 890878101 (CUSIP Number) L. Steven Leshin, Esq. Jenkens & Gilchrist, a Professional Corporation 1445 Ross Avenue, Suite 3200 Dallas, Texas 75202-2799 (214) 855-4500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 9, 2002 - -------------------------------------------------------------------------------- (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-l(e), (f) or (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(b) 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 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). Continued on following page(s). 2 CUSIP No. 890878101 1 . Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Persons: Paulson Ranch, Ltd. -------------------------------------------------------------- 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) WC --------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Texas -------------------------
7. Sole Voting Power 1,109,074 Number of Units Beneficially -------------------- Owned by Each Reporting Person With 8. Shared Voting Power 0 -------------------- 9. Sole Dispositive Power 1,109,074 -------------------- 10. Shared Dispositive Power 0 --------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,109,074 -------------------------------------------------------------- 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) [x] 13. Percent of Class Represented by Amount in Row 11. 16.1% -------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): PN; IV -------------------------------------------------------------- 3 CUSIP No. 890878101 1 . Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Persons: Bernard A. Paulson -------------------------------------------------------------- 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) 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 -------------------------
7. Sole Voting Power 1,194,274 Number of Units Beneficially -------------------- Owned by Each Reporting Person With 8. Shared Voting Power 0 -------------------- 9. Sole Dispositive Power 1,194,274 -------------------- 10. Shared Dispositive Power 0 --------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,194,274 -------------------------------------------------------------- 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) [x] 13. Percent of Class Represented by Amount in Row 11. 17.3 % -------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN -------------------------------------------------------------- 4 Schedule 13D This Amendment No. 7 to Schedule 13D amends Amendment No. 6 to Schedule 13D, filed January 31, 2002, as previously amended (the "Schedule 13D"), and is being filed pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended. Unless otherwise indicated, all capitalized terms used by not defined herein have the meanings ascribed to such terms in the Schedule 13D. "No material changes" means no material changes to the response contained in the Schedule 13D previously filed. Item 1. Security and Issuer. No material changes. Item 2. Identity and Background. No material changes. Item 3. Source and Amount of Funds or Other Consideration. The consideration was paid out of funds of Paulson Ranch. Item 4. Purpose of Transactions. This Amendment No. 7 to Schedule 13D relates to shares of Common Stock, par value $0.25 per share (the "Shares"), of Tor Minerals International, Inc. (the "Issuer"). This Amendment No. 7 amends the initial statement on Schedule 13D dated April 27, 1999, and all amendments thereto (collectively, the "Prior Statement"). This Amendment No. 7 is being filed to reflect that on August 9, 2002, Paulson Ranch, Ltd. ("Paulson Ranch") converted all of the Issuer's convertible debentures held by Paulson Ranch (the "Debentures"), at a conversion price of $1.80 per Share, into 250,000 Shares. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Prior Statement. The Prior Statement is supplementally amended as follows: Item 5. Interest in Securities of the Issuer. (a) (ii) Mr. Paulson may be deemed to have the sole power to direct the voting and disposition of 1,194,274 Shares (approximately 17.3% of the total number of Shares issued and outstanding assuming exercise of the options held for his account). This number includes (A) 1,109,074 Shares held for the account of Paulson Ranch, (B) 62,700 Shares held for his account and (C) 22,500 Shares issuable upon the exercise of currently exercisable options held for his account. (b)(ii) Mr. Paulson may be deemed to have the sole power to direct the voting and disposition of the 1,109,074 Shares (and securities derivative thereof) held for the account of Paulson Ranch and the 85,200 Shares (and securities derivative thereof) held for his account. 5 (c) On August 9, 2002, Paulson Ranch converted the Debentures into 250,000 Shares at a conversion price of $1.80 per Share. Item 6. Contracts, Arrangements, Understandings or Relationship's with Respect to Securities of the Issuer. None. Item 7. Materials to Be Filed as Exhibits. None. 6 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: August 14, 2002 PAULSON RANCH LTD. By: PAULSON RANCH MANAGEMENT, L.L.C. By: /s/ Bernard A. Paulson --------------------------------- Name: Bernard A. Paulson Title: Member /s/ Bernard A. Paulson ------------------------------------ Bernard A. Paulson 7 -----END PRIVACY-ENHANCED MESSAGE-----