-----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, Ua46cuwkLrnV/cnTP56whwM9BuzhqyJoNBnJXxqlWrYeIwFhhBzgaBg92S0qxL9q GScmHRhjBncil2259XmEtg== 0000950124-99-001776.txt : 19990315 0000950124-99-001776.hdr.sgml : 19990315 ACCESSION NUMBER: 0000950124-99-001776 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990312 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAVERICK TUBE CORPORATION CENTRAL INDEX KEY: 0000869087 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 431455766 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42156 FILM NUMBER: 99564083 BUSINESS ADDRESS: STREET 1: 16401 SWINGLEY RIDGE ROAD STREET 2: SUITE 700 CITY: CHESTERFIELD STATE: MO ZIP: 63017-1713 BUSINESS PHONE: 3147331600 MAIL ADDRESS: STREET 1: 16401 SWINGLEY RIDGE ROAD STREET 2: SUITE 700 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOODBOURNE PARTNERS L P CENTRAL INDEX KEY: 0001048869 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 N BROADWAY SUITE 825 CITY: ST LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3144214600 MAIL ADDRESS: STREET 1: 200 N BROADWAY SUITE 825 CITY: ST LOUIS STATE: MO ZIP: 63102 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6 )* MAVERICK TUBE CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 57791410 - -------------------------------------------------------------------------------- (CUSIP Number) JOSEPH D. LEHRER, ESQ. 10 SOUTH BROADWAY, SUITE 2000, ST. LOUIS, MISSOURI 63102 (314) 241-9090 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 9, 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(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 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). 2 CUSIP No. 57791410 13D Page 2 of 5 Pages ------------- ----------------------------------------------------------------------------- 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only) WOODBOURNE PARTNERS, L.P. ----------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ----------------------------------------------------------------------------- 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 MISSOURI ----------------------------------------------------------------------------- Number of 7 Sole Voting Power 1,250,000, SUBJECT TO THE DISCLAIMER CONTAINED IN ITEM 5. Shares -------------------------------------------------------------- Beneficially 8 Shared Voting Power 90,000, SUBJECT TO THE DISCLAIMER CONTAINED IN ITEM 5. Owned by -------------------------------------------------------------- Each 9 Sole Dispositive Power 1,250,000, SUBJECT TO THE DISCLAIMER CONTAINED IN ITEM 5. Reporting -------------------------------------------------------------- 10 Shared Dispositive Power Person With 90,000, SUBJECT TO THE DISCLAIMER CONTAINED IN ITEM 5. - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,340,000, SUBJECT TO THE DISCLAIMER CONTAINED IN ITEM 5. - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 8.7% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- 3 CUSIP No. 57791410 13D Page 3 of 5 Pages ------------ AMENDMENT NO. 6 TO SCHEDULE 13D John D. Weil reported the acquisition of shares of Common Stock, $.01 par value ("Stock") of Maverick Tube Corporation, a Delaware corporation (the "Issuer"), 16401 Swingley Road, Suite 700, Chesterfield, Missouri 63017 in an initial filing of this Schedule 13D on February 23, 1994, as amended by Amendment No. 1 filed March 22, 1995, Amendment No. 2 filed January 13, 1997, Amendment No. 3 filed May 1, 1997, Amendment No. 4 filed December 23, 1998 and Amendment No. 5 filed January 8, 1999. As reported in Amendment No. 2 filed January 13, 1997, all shares of Stock previously reported as beneficially owned by Mr. Weil, members of his family, family trusts or the partnership controlled by Mr. Weil were transferred to Woodbourne Partners, L.P. (the "Reporting Person"). Item 4 and Item 5 are hereby amended as follow by this filing. All other items are unchanged from the initial filing, as previously amended. ITEM 4. Purpose of the Transaction. The owners listed in Item 5 purchased the Stock of the Issuer for general investment purposes. The owners listed in Item 5 may acquire additional shares of the Stock of the Issuer, based upon their respective investment decisions. It is not contemplated that any of the acquisitions reported hereunder or any future acquisitions will result in any change in the present management of the Issuer. The owners listed in Item 5 have no present plans or proposals which relate to or would result in: (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (b) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or fill any existing vacancies on the board; (d) any material change in the present capitalization or dividend policy of the Issuer; (e) any other material change in the Issuer's business or corporate structure; (f) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (g) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be quoted in an inter-dealer quotation system of a registered national securities association; (h) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or (i) any action similar to those enumerated above. 4 CUSIP No. 57791410 13D Page 4 of 5 Pages --------------- ITEM 5. Interest in Securities of the Issuer. (a) Subject to the disclaimer of beneficial ownership hereinafter set forth, the Reporting Person hereby reports beneficial ownership of 1,340,000 shares of Stock in the manner hereinafter described:
Percentage of Relationship to Number Outstanding Shares Held in Name of Reporting Person of Shares Securities ---------------------- ---------------- --------- ------------- Woodbourne Partners, L.P. Reporting Person 1,250,000 8.1% Forsyth Joint Venture 1 90,000 .6% --------- ------------- TOTAL 1,340,000 8.7% ========= =============
The foregoing percentages assume that the Issuer has 15,437,474 shares of Stock outstanding. All shares held in the name of joint venture are reported as beneficially owned by the Reporting Person because family members of Mr. Weil (the sole shareholder and director of the corporate general partner of the Reporting Person) may seek investment advise or voting advise from such individual. AS PROVIDED IN S.E.C. REGULATION ss.240.13d-4, THE REPORTING PERSON HEREBY DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT IT IS, FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE ACT, THE BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT. (b) Subject to the above disclaimer of beneficial ownership, for each person named in paragraph (a), the number of shares as to which there is sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition, is the same as in paragraph (a). (c)
Number Price Transaction Purchase in the Name of Date of Shares Per Share Made Through ----------------------- ------- --------- --------- --------------- Woodbourne Partners, L.P. 2/19/99 10,000 $ 5.625 Jefferies & Co. Woodbourne Partners, L.P. 2/23/99 6,000 $ 5.625 Jefferies & Co. Woodbourne Partners, L.P. 2/24/99 5,000 $ 5.625 Jefferies & Co. Woodbourne Partners, L.P. 2/25/99 10,000 $ 5.625 Jefferies & Co. Woodbourne Partners, L.P. 2/26/99 5,000 $ 5.625 Jefferies & Co. Woodbourne Partners, L.P. 3/2/99 14,000 $ 5.625 Jefferies & Co. Forsyth Joint Venture 3/5/99 40,000 $ 5.625 Jefferies & Co. Woodbourne Partners, L.P. 3/5/99 58,000 $ 5.625 Jefferies & Co. Woodbourne Partners, L.P. 3/9/99 42,000 $ 5.566 Jefferies & Co.
(d) Not applicable. (e) Not applicable. - ---------------------------- 1 Joint venture among charitable foundation created by Mr. Weil and charitable foundations created by certain members of Mr. Weil's family. 5 CUSIP No. 57791410 13D Page 5 of 5 Pages --------------- 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. WOODBOURNE PARTNERS, L.P. by its General Partner, CLAYTON MANAGEMENT COMPANY /s/ John D. Weil -------------------------------- John D. Weil, President March 12, 1999 -----END PRIVACY-ENHANCED MESSAGE-----