-----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, QtbCtoUpoYCZiJrntaFq4q7yDOJftJjqEYqG6AiS5zi0g7j1p/3SX5vltNRaDJ54 entTtYlf1hqFmeLJRZ6/5w== 0000914190-99-000337.txt : 19991018 0000914190-99-000337.hdr.sgml : 19991018 ACCESSION NUMBER: 0000914190-99-000337 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991006 GROUP MEMBERS: BRUCE A. RICHARD GROUP MEMBERS: HARRY W. SPELL GROUP MEMBERS: RICHARD W. PERKINS GROUP MEMBERS: SPELL WILLIAM H GROUP MEMBERS: WILLIAM H. SPELL 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/A SEC ACT: SEC FILE NUMBER: 005-40551 FILM NUMBER: 99723917 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/A 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/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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) September 14, 1999 (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 8 Pages CUSIP No. 269710 10 0 Page 2 of 8 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; SC 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 566,834 (includes 100,800 shares obtainable SHARES BENEFICIALLY upon exercise of stock options) OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 51,929 WITH 9 SOLE DISPOSITIVE POWER 566,834 (includes 100,800 shares obtainable upon exercise of stock options) 10 SHARED DISPOSITIVE POWER 51,929 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 618,763 (includes 100,800 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) 8.5% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 269710 10 0 Page 3 of 8 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; SC 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 375,392 (includes 58,560 shares obtainable SHARES BENEFICIALLY upon exercise of stock options) OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 30,500 WITH 9 SOLE DISPOSITIVE POWER 374,392 (includes 58,560 shares obtainable upon exercise of stock options) 10 SHARED DISPOSITIVE POWER 30,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 405,892 (includes 58,560 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) 5.6% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 269710 10 0 Page 4 of 8 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; SC 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 200,157 (includes 43,560 shares obtainable SHARES BENEFICIALLY upon exercise of stock options) OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 200,157 (includes 43,560 shares obtainable upon exercise of stock options) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,157 (includes 43,560 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) 2.8% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 269710 10 0 Page 5 of 8 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; SC 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 174,082 (includes 27,140 shares obtainable SHARES BENEFICIALLY upon exercise of stock options) OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 174,082 (includes 27,140 shares obtainable upon exercise of stock options) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,082 (includes 27,140 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) 2.4 % 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN Page 6 of 8 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. No Change. 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 or borrowed funds. On September 14, 1999, William H. Spell exercised options to purchase 150,000 shares of the Issuer's Common Stock for an aggregate purchase price of $225,000. Payment of the exercise price was made by delivery to the Issuer of a Promissory Note in the original principal amount of $225,000, payable quarterly commencing March 31, 2000 with a final balloon payment on March 31, 2001 and bearing interest at the interest rate applicable to the Issuer's revolving credit facility in place during the term of the Note. On September 14, 1999, Harry W. Spell and Bruce A. Richard each exercised an option to purchase 15,000 shares for an aggregate purchase price of $45,000, which was paid to the issuer with personal funds. On September 16, 1999, William H. Spell acquired 30,000 shares of the Issuer's Common Stock and Messrs. Harry W. Spell, Bruce A. Richard and Richard W. Perkins each acquired 20,000 shares of Common Stock at a purchase price of $3.3125 per share. Thirty per cent of the purchase price was paid in cash by each Reporting Person and each Reporting Person delivered to the Issuer a five-year Promissory Note for the remaining 70% of the purchase price, which Note bears interest at the interest rate applicable to the Issuer's revolving credit facility in place during the term of the Note. ITEM 4. PURPOSE OF TRANSACTION. No Change. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) William H. Spell beneficially owns 618,763 shares of the Issuer's Common Stock, representing 8.5% of the shares which would be outstanding assuming exercise of all exercisable 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 100,800 shares may be acquired upon exercise of currently exercisable options. Mr. Spell has (i) sole voting and investment power over the 466,034 shares and 100,800 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 405,892 shares of the Issuer's Common Stock, representing 5.6% of the shares which would be outstanding assuming exercise of all exercisable options held by Mr. Spell. Of the shares beneficially held, 30,500 shares are held by the Spell Family Foundation and 58,560 shares may be acquired upon exercise of currently exercisable options. Mr. Spell has (i) sole voting and investment power over the 316,832 shares and 58,560 options held by him and (ii) shared voting and investment power with William H. Spell over the shares held by the Spell Family Foundation. (c) Bruce A. Richard beneficially owns 200,157 shares of the Issuer's Common Stock, representing 2.8% of the shares which would be outstanding assuming exercise of all exercisable options held by Mr. Richard. Of the shares beneficially held, 43,560 shares may be acquired upon exercise of currently exercisable options. Mr. Richard has sole voting and investment power over the 156,597 shares and 43,560 options held by him. (d) Richard W. Perkins beneficially owns 174,082 shares of the Issuer's Common Stock, representing 2.4% of the shares which would be outstanding assuming exercise of all exercisable 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 27,140 shares may be acquired upon exercise of currently exercisable options. Mr. Perkins has sole voting and investment power over the 135,513 shares and 27,140 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:
Date Reporting Person Shares Purchase Acquired Transaction Price 9/14/99 William H. Spell 100,000 Option Exercise $ 0.75 9/14/99 William H. Spell 50,000 Option Exercise $ 3.00 9/14/99 Harry W. Spell 15,000 Option Exercise $ 3.00 9/14/99 Bruce A. Richard 15,000 Option Exercise $ 3.00 9/16/99 William H. Spell 20,000 Restricted Stock Grant None 9/16/99 William H. Spell 30,000 Private Purchase from Issuer $3.3125 9/16/99 Harry W. Spell 20,000 Private Purchase from Issuer $3.3125 9/16/99 Bruce A. Richard 20,000 Private Purchase from Issuer $3.3125 9/16/99 Richard W. Perkins 20,000 Private Purchase from Issuer $3.3125
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION- SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No Change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. No Change. 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: September 30, 1999. /s/ William H. Spell /s/ Harry W. Spell /s/ Bruce A. Richard /s/ R. W. Perkins -----END PRIVACY-ENHANCED MESSAGE-----