-----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, FF1+Luj2f0Glf7UxMxx32kdK3BWRokdKM2nR3E8+ZbEyncKiTVon3gyMfSTA/x9Y VR4j/F550eleNCyisDFxDQ== 0000914190-98-000167.txt : 19980428 0000914190-98-000167.hdr.sgml : 19980428 ACCESSION NUMBER: 0000914190-98-000167 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980427 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PACIFIC INDUSTRIES INC/MN CENTRAL INDEX KEY: 0000852426 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 411642846 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-40551 FILM NUMBER: 98601295 BUSINESS ADDRESS: STREET 1: 2430 METROPOLITAN CENTRE STREET 2: 333 S SEVENTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123719650 MAIL ADDRESS: STREET 1: 2430 METROPOLITAN CENTRE STREET 2: 333 S SEVENTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: BLACK HAWK HOLDINGS INC /MN/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BHH INC DATE OF NAME CHANGE: 19891019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPELL WILLIAM H CENTRAL INDEX KEY: 0000923091 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 333 SOUTH SEVENTH STREET STREET 2: STE 2430 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123719650 MAIL ADDRESS: STREET 1: 333 SOUTH SEVENTH STREET STREET 2: STE 2430 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13D 1 SCHEDULE 13D FOR WILLIAM H. SPELL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* Eagle Pacific Industries, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 269710 10 0 ---------------------------------------------------- (CUSIP Number) William H. Spell 333 South Seventh Street, Suite 2430 Minneapolis, Minnesota 55402 (612) 371-9650 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 23, 1998 ----------------------------------------------------------------------- (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. [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 1 of 11 Pages - -------------------------------------------------------------------------------- CUSIP No. 269710 10 0 Page 2 of 11 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) William H. Spell ----------- ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X ] (b) [ ] ----------- ------------------------------------------------------------------- 3 SEC USE ONLY ----------- ------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF ----------- ------------------------------------------------------------------- 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 7 SOLE VOTING POWER SHARES 476,034 (includes 210,000 shares obtainable BENEFICIALLY upon exercise of stock options) OWNED BY --------- ----------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 51,929 WITH --------- ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 476,034 (includes 210,000 shares obtainable upon exercise of stock options) --------- ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 51,929 ----------- ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 527,963 (includes 210,000 shares obtainable upon exercise of stock options) ----------- ------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] Excludes shares beneficially owned by the other members of the group, as to which Reporting Person disclaims beneficial ownership. ----------- ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% ----------- ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ----------- ------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 269710 10 0 Page 3 of 11 Pages - -------------------------------------------------------------------------------- ----------- ------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Harry W. Spell ----------- ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] ----------- ------------------------------------------------------------------- 3 SEC USE ONLY ----------- ------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF ----------- ------------------------------------------------------------------- 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 7 SOLE VOTING POWER 326,832 (includes 45,000 shares SHARES obtainable upon exercise of stock options) BENEFICIALLY OWNED BY --------- ------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 30,500 WITH --------- ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 326,832 (includes 45,000 shares obtainable upon exercise of stock options) --------- ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 30,500 ----------- ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 357,332 (includes 45,000 shares obtainable upon exercise of stock options) ----------- ------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] Excludes shares beneficially owned by the other members of the group, as to which Reporting Person disclaims beneficial ownership. ----------- ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% ----------- ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ----------- ------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 269710 10 0 Page 4 of 11 Pages - -------------------------------------------------------------------------------- ----------- ------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Bruce A. Richard ----------- ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] ----------- ------------------------------------------------------------------- 3 SEC USE ONLY ----------- ------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF ----------- ------------------------------------------------------------------- 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 7 SOLE VOTING POWER SHARES 146,597 (includes 25,000 shares obtainable BENEFICIALLY upon exercise of stock options) OWNED BY --------- -------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH --------- -------------------------------------------- 9 SOLE DISPOSITIVE POWER 146,597 (includes 25,000 shares obtainable upon exercise of stock options) --------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ----------- ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 146,597 (includes 25,000 shares obtainable upon exercise of stock options) ----------- ------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] Excludes shares beneficially owned by the other members of the group, as to which Reporting Person disclaims beneficial ownership ----------- ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% ----------- ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ----------- ------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 269710 10 0 Page 5 of 11 Pages - -------------------------------------------------------------------------------- ----------- ------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Richard W. Perkins ----------- ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] ----------- ------------------------------------------------------------------- 3 SEC USE ONLY ----------- ------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF ----------- ------------------------------------------------------------------- 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 7 SOLE VOTING POWER SHARES 151,942 (includes 25,000 shares obtainable upon BENEFICIALLY exercise of stock options) OWNED BY --------- -------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH --------- -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 151,942 (includes 25,000 shares obtainable upon exercise of stock options) --------- -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ----------- ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 151,942 (includes 25,000 shares obtainable upon exercise of stock options) ----------- ------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] Excludes shares beneficially owned by the other members of the group, as to which Reporting Person disclaims beneficial ownership. ----------- ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2 % ----------- ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ----------- ------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This filing relates to Common Stock, $.01 par value, of Eagle Pacific Industries, Inc. (the "Issuer"), 333 South Seventh Street, Minneapolis, Minnesota 55402. ITEM 2. IDENTITY AND BACKGROUND. Set forth below is the following information with respect to each of the persons filing this Schedule 13D (together the "Reporting Persons"): (a) name; (b) residence or business address; (c) principal occupation and name, business and address of employer; (d) information concerning criminal convictions during the last five years; (e) information concerning civil or administrative proceedings under state or federal securities laws; and (f) citizenship. I. (a) William H. Spell (b) Eagle Pacific Industries, Inc., 333 South Seventh Street, Minneapolis, MN 55402. (c) Chief Executive Officer of Eagle Pacific Industries, Inc., 333 South Seventh Street, Minneapolis, MN 55402. (d) Mr. Spell has not during the last five years been convicted in a criminal proceeding. (e) See footnote (1) below. (f) United States. II. (a) Harry W. Spell (b) 5735 Long Brake Circle, Edina, MN 55439. (c) Chairman of the Board of Eagle Pacific Industries, Inc., 333 South Seventh Street, Minneapolis, MN 55402. (d) Mr. Spell has not during the last five years been convicted in a criminal proceeding. (e) See footnote (1) below. (f) United States. III. (a) Bruce A. Richard (b) 2458 Farrington Circle, Roseville, MN 55113. (c) Vice Chairman of Eagle Pacific Industries, Inc., 333 South Seventh Street, Minneapolis, MN 55402. (d) Mr. Richard has not during the last five years been convicted in a criminal proceeding. (e) See footnote (1) below. (f) United States. IV. (a) Richard W. Perkins (b) 730 East Lake Street, Wayzata, MN 55391. (c) President of Perkins Capital Management, Inc., 730 East Lake Street, Wayzata, MN 55391. (d) Mr. Perkins has not during the last five years been convicted in a criminal proceeding. (e) See footnote (1) below. (f) United States. (1) During the last five years, none of the Reporting Persons was a party to any civil proceeding as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information with respect to each of the Reporting Persons is given solely by such Report Person and no Reporting Person shall have responsibility for the accuracy or completeness of information supplied by another Reporting Person. The Reporting Persons are filing this Schedule 13D because such Reporting Persons may be deemed to be members of a group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any Common Stock beneficially owned by another Reporting Person. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Persons have previously acquired and may in the future acquire shares of the Issuer's Common Stock from the Issuer in private placements or upon exercise of options, or in open market or private transactions, using personal funds. Shares held by Perkins Capital Management, Inc. (a registered investment advisor), over which Richard W. Perkins exercises investment power, have been or will be acquired with clients' funds. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons are all currently members of the Board of Directors of the Issuer and have been since 1992. One of the Reporting Persons is currently the Chairman, one is the Vice Chairman and one is the CEO of the Issuer. The Reporting Persons have been involved together in other companies and bring a variety of skills and expertise to the Issuer. The Reporting Persons have individually acquired securities of the Issuer from the Issuer and in open market transactions and each of them individually anticipates that he will acquire additional securities of the Issuer in the future. The Reporting Persons have entered into an agreement which requires that a majority of them approve any sale of securities of the Issuer by any of the Reporting Persons. This agreement is designed to keep all of the Reporting Persons interested and focused on the long term success of the Issuer and recognizes that each of the Reporting Persons contributes specific expertise to the Issuer through their positions as Directors and/or officers. The agreement does not require that the Reporting Persons vote their shares in any specific manner nor act in concert in connection with any purchase or sale of securities of the Issuer. The Reporting Persons have no present intention of changing the Board of Directors, management or business of the Issuer or of making any other material change in the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) William H. Spell beneficially owns 527,963 shares of the Issuer's Common Stock, representing 7.4% of the shares which would be outstanding assuming exercise of all options held by Mr. Spell. Of the shares beneficially held, 21,429 shares are held by Mr. Spell's wife, 30,500 shares are held by the Spell Family Foundation, and 210,000 shares may be acquired upon exercise of currently exercisable options. Mr. Spell has (i) sole voting and investment power over the 266,034 shares and 210,000 options held by him, (ii) shared voting and investment power with his wife over the shares held by her, and (iii) shared voting and investment power with Harry W. Spell over the shares held by the Spell Family Foundation. (b) Harry W. Spell beneficially owns 357,332 shares of the Issuer's Common Stock, representing 5.2% of the shares which would be outstanding assuming exercise of all options held by Mr. Spell. Of the shares beneficially held, 30,500 shares are held by the Spell Family Foundation and 45,000 shares may be acquired upon exercise of currently exercisable options. Mr. Spell has (i) sole voting and investment power over the 281,832 shares and 45,000 options held by him and (ii) shared voting and investment power with William H. Spell over the 30,500 shares held by the Spell Family Foundation. (c) Bruce A. Richard beneficially owns 146,597 shares of the Issuer's Common Stock, representing 2.1% of the shares which would be outstanding assuming exercise of all options held by Mr. Richard. Of the shares beneficially held, 45,000 shares may be acquired upon exercise of currently exercisable options. Mr. Richard has sole voting and investment power over the 101,597 shares and 45,000 options held by him. (d) Richard W. Perkins beneficially owns 151,942 shares of the Issuer's Common Stock, representing 2.2% of the shares which would be outstanding assuming exercise of all options held by Mr. Perkins. Of the shares beneficially held, 11,429 shares are held in a Profit Sharing Trust for Mr. Perkins benefit and 25,000 shares may be acquired upon exercise of currently exercisable options. Mr. Perkins has sole voting and investment power over the 115,513 shares and 25,000 options held by him and the 11,429 shares held by the Profit Sharing Trust. The following transactions in the Issuer's Common Stock were effected during the past sixty days: (a) On January 29, 1998, William H. Spell exercised an option to purchase 15,000 shares of the Issuer's Common Stock at an exercise price of $2.00 per share and on February 23, 1998, Mr. Spell exercised an option to purchase 125,000 shares of the Issuer's Common Stock an exercise price of $.34375 per share. (b) On January 29, 1998, Harry W. Spell exercised an option to purchase 15,000 shares of the Issuer's Common Stock at an exercise price of $2.00 per share and on February 23, 1998, Mr. Spell exercised an option to purchase 125,000 shares of the Issuer's Common Stock an exercise price of $.34375 per share. (c) On January 30,1998, Bruce A. Richard exercised an option to purchase 15,000 shares of the Issuer's Common Stock at an exercise price of $2.00 per share. (d) On January 16, 1998, Richard W. Perkins disposed of 24,000 shares of the Issuer's Common Stock by gift and on February 1, 1998, Mr. Perkins exercised an option to purchase 15,000 shares of the Issuer's Common Stock at an exercise price of $2.00 per share. (e) On April 6, 1998, Bruce A. Richard exercised an option to purchase 20,000 shares at an exercise price of $1.75 per share. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Persons have entered into an agreement which requires that a majority of them approve any sale of securities of the Issuer by any of the Reporting Persons. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Team Agreement. 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. Dated: April 27, 1998. /s/ William H. Spell William H. Spell /s/ Harry W. Spell Harry W. Spell /s/ Bruce A. Richard Bruce A Richard /s/ Richard W. Perkins Richard W. Perkins EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 1 Team Agreement EX-1 2 TEAM AGREEMENT Exhibit 1 TEAM AGREEMENT This agreement is between William Spell, Harry Spell, Bruce Richard and Dick Perkins, all members of the Board of Directors of Eagle Pacific Industries, Inc. The purpose of this agreement is to recognize that William Spell, Harry Spell, Bruce Richard and Richard Perkins, hereafter referred to as the "team", have demonstrated that as a team their active involvement in assisting various corporations has resulted in building shareholder value and earnings. We further represent that we have dependence on one another's differing abilities, and it is critical the team continue working together with mutual motivations (hereafter also referred to as our mutual economic motivation). We further represent that to preclude any one member from losing mutual motivations through the sale by any team member of their investment in Eagle, it will require the majority approval by the group to allow any team member to sell their Eagle stock. Said simply, we represent this is intended to cause mutual teaming to be driven by mutual economic motivation. We further represent that this agreement is perpetual in nature so long as team members are shareholders. The team members hereby evidence their mutual concurrence with the terms and conditions of this Team Agreement, by signing this agreement. Agree to: /s/ Harry Spell 2-23-98 Harry Spell Date /s/ William Spell 2-23-98 William Spell Date /s/ Bruce A. Richard 2-20-98 Bruce Richard Date /s/ Richard Perkins 2-23-98 Richard Perkins Date -----END PRIVACY-ENHANCED MESSAGE-----