-----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, KR5hp9tQkCO2FlF0rU1QWpK+lm01SCBoSdGRw73LtRodDpRswC9TiYZah9B7TTDV WZcEFPfi1AkzaE0N4rHy8Q== 0001036288-02-000005.txt : 20020414 0001036288-02-000005.hdr.sgml : 20020414 ACCESSION NUMBER: 0001036288-02-000005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020215 GROUP MEMBERS: AUDREY HILLMAN FISHER 1976 TRUST GROUP MEMBERS: C. G. GREFENSTETTE, TRUSTEE GROUP MEMBERS: ELSIE HILLIARD HILLMAN GROUP MEMBERS: HCC INVESTMENTS, INC. GROUP MEMBERS: HENRY L. HILLMAN 1985 TRUST GROUP MEMBERS: HENRY L. HILLMAN, TRUSTEE GROUP MEMBERS: HENRY LEA HILLMAN, JR. 1976 TRUST GROUP MEMBERS: JULIET LEA HILLMAN SIMONDS 1976 TRUST GROUP MEMBERS: THE HILLMAN COMPANY GROUP MEMBERS: THOMAS G. BIGLEY, TRUSTEE GROUP MEMBERS: WILLIAM TALBOTT HILLMAN 1976 TRUST GROUP MEMBERS: WILMINGTON EQUITIES, INC. GROUP MEMBERS: WILMINGTON INVESTMENTS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL INFORMATION SOLUTIONS INC CENTRAL INDEX KEY: 0000888793 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 411293754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44520 FILM NUMBER: 02550597 BUSINESS ADDRESS: STREET 1: 5060 SHOREHAM PL. #300 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 6194506100 MAIL ADDRESS: STREET 1: 5060 SHOREHAM PLACE STREET 2: STE 300 CITY: SAN DIEGO STATE: CA ZIP: 92122 FORMER COMPANY: FORMER CONFORMED NAME: VISTA INFORMATION SOLUTIONS INC DATE OF NAME CHANGE: 19950601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HILLMAN CO CENTRAL INDEX KEY: 0001036288 IRS NUMBER: 251011286 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 310 GRANT ST STREET 2: 1900 GRANT BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4122812620 MAIL ADDRESS: STREET 1: 310 GRANT ST STREET 2: 1900 GRANT BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219 SC 13G/A 1 fidelity2.txt AMENDMENT TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Amendment No. 2 Under the Securities Exchange Act of 1934 FIDELITY NATIONAL INFORMATION SOLUTIONS, INC. (Name of Issuer) Common Stock, $.001 Par Value (Title of Class of Securities) 928365204 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed. [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ X ] Rule 13d-1(d) 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 this section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 928365204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE, TRUSTEE FOR VARIOUS TRUSTS I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization U.S. Number of 5 Sole Voting Power Shares Beneficially Owned by 6 Shared Voting Power Each 324,678 (See Item(4)(a)) Reporting Person 7 Sole Dispositive Power With 8 Shared Dispositive Power 324,678 (See Item (4)(a)) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 324,678 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row (9) 1.35% 12 Type of Reporting Person IN CUSIP NO. 928365204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THOMAS G. BIGLEY, TRUSTEE FOR VARIOUS TRUSTS I.D. # 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization U.S. Number of 5 Sole Voting Power Shares Beneficially Owned by 6 Shared Voting Power Each 69,612 (See Item(4)(a)) Reporting Person 7 Sole Dispositive Power With 8 Shared Dispositive Power 69,612 (See Item (4)(a)) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 69,612 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row (9) .29% 12 Type of Reporting Person IN CUSIP NO. 928365204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN AS A TRUSTEE I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization U.S. Number of 5 Sole Voting Power Shares Beneficially Owned by 6 Shared Voting Power Each 255,066 (See Item(4)(a)) Reporting Person 7 Sole Dispositive Power With 8 Shared Dispositive Power 255,066 (See Item (4)(a)) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 255,066 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row (9) 1.06% 12 Type of Reporting Person IN CUSIP NO. 928365204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person ELSIE HILLIARD HILLMAN AS A TRUSTEE I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization U.S. Number of 5 Sole Voting Power Shares Beneficially Owned by 6 Shared Voting Power Each 255,066 (See Item(4)(a)) Reporting Person 7 Sole Dispositive Power With 8 Shared Dispositive Power 255,066 (See Item (4)(a)) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 255,066 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row (9) 1.06% 12 Type of Reporting Person IN CUSIP NO. 928365204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE AND THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 12/30/76 FOR THE CHILDREN OF JULIET LEA HILLMAN SIMONDS I.D.# 25-6193084 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Pennsylvania Number of 5 Sole Voting Power Shares 17,403 Beneficially Owned by 6 Shared Voting Power Each Reporting Person 7 Sole Dispositive Power With 17,403 8 Shared Dispositive Power 9 Aggregate Amount Beneficially Owned by Each Reporting Person 17,403 10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row (11) .07% 12 Type of Reporting Person OO CUSIP NO. 928365204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE AND THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 12/30/76 FOR THE CHILDREN OF AUDREY HILLMAN FISHER I.D.# 25-6193085 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Pennsylvania Number of 5 Sole Voting Power Shares 17,403 Beneficially Owned by 6 Shared Voting Power Each Reporting Person 7 Sole Dispositive Power With 17,403 8 Shared Dispositive Power 9 Aggregate Amount Beneficially Owned by Each Reporting Person 17,403 10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row (11) .07% 12 Type of Reporting Person OO CUSIP NO. 928365204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE AND THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 12/30/76 FOR THE CHILDREN OF HENRY LEA HILLMAN, JR. I.D.# 25-6193086 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Pennsylvania Number of 5 Sole Voting Power Shares 17,403 Beneficially Owned by 6 Shared Voting Power Each Reporting Person 7 Sole Dispositive Power With 17,403 8 Shared Dispositive Power 9 Aggregate Amount Beneficially Owned by Each Reporting Person 17,403 10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row (11) .07% 12 Type of Reporting Person OO CUSIP NO. 928365204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE AND THOMAS G. BIGLEY, TRUSTEES U/A/T DATED 12/30/76 FOR THE CHILDREN OF WILLIAM TALBOTT HILLMAN I.D.# 25-6193087 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Pennsylvania Number of 5 Sole Voting Power Shares 17,403 Beneficially Owned by 6 Shared Voting Power Each Reporting Person 7 Sole Dispositive Power With 17,403 8 Shared Dispositive Power 9 Aggregate Amount Beneficially Owned by Each Reporting Person 17,403 10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row (11) .07% 12 Type of Reporting Person OO CUSIP NO. 928365204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN AND C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985 I.D.# 18-2145466 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Pennsylvania Number of 5 Sole Voting Power Shares 52,143 Beneficially Owned by 6 Shared Voting Power Each 202,923 (See Item(4)(a)) Reporting Person 7 Sole Dispositive Power With 52,143 8 Shared Dispositive Power 202,923 (See Item (4)(a)) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 255,066 10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row (11) 1.06% 12 Type of Reporting Person OO CUSIP NO. 928365204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THE HILLMAN COMPANY I.D.# 25-1011286 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Pennsylvania Number of 5 Sole Voting Power Shares Beneficially Owned by 6 Shared Voting Power Each 202,923 (See Item(4)(a)) Reporting Person 7 Sole Dispositive Power With 8 Shared Dispositive Power 202,923 (See Item (4)(a)) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 202,923 10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row (11) .84% 12 Type of Reporting Person CO CUSIP NO. 928365204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON INVESTMENTS, INC. I.D.# 51-0344688 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Delaware Number of 5 Sole Voting Power Shares Beneficially Owned by 6 Shared Voting Power Each 202,923 (See Item(4)(a)) Reporting Person 7 Sole Dispositive Power With 8 Shared Dispositive Power 202,923 (See Item (4)(a)) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 202,923 10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row (11) .84% 12 Type of Reporting Person CO CUSIP NO. 928365204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON EQUITIES, INC. I.D.# 51-0411204 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Delaware Number of 5 Sole Voting Power Shares Beneficially Owned by 6 Shared Voting Power Each 202,923 (See Item(4)(a)) Reporting Person 7 Sole Dispositive Power With 8 Shared Dispositive Power 202,923 (See Item (4)(a)) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 202,923 10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row (11) .84% 12 Type of Reporting Person CO CUSIP NO. 928365204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HCC INVESTMENTS, INC. I.D.# 51-0259668 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Delaware Number of 5 Sole Voting Power Shares 202,923 Beneficially Owned by 6 Shared Voting Power Each (See Item(4)(a)) Reporting Person 7 Sole Dispositive Power With 202,923 8 Shared Dispositive Power (See Item (4)(a)) 9 Aggregate Amount Beneficially Owned by Each Reporting Person 202,923 10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row (11) .84% 12 Type of Reporting Person CO Item 1(a) Name of Issuer Fidelity National Information Solutions, Inc. Item 1(b) Address of Issuer's Principal Executive Office: 5060 Shoreham Place, Suite 300 San Diego, California 92122 Item 2(a) Name of Person Filing: (i) HCC Investments, Inc., a wholly-owned subsidiary of Wilmington Equities, Inc. (ii) Wilmington Equities, Inc., a wholly-owned subsidiary of Wilmington Investments, Inc. (iii) Wilmington Investments, Inc., a wholly-owned subsidiary of The Hillman Company. (iv) The Hillman Company, a corporation controlled by the HLH Trust. (v) Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985 (the "HLH Trust"). (vi) C. G. Grefenstette and Thomas G. Bigley, Trustees Under Agreement of Trust dated 12/30/76 for the Children of Juliet Lea Hillman Simonds (the "1976 JLHS Trust"). (vii) C. G. Grefenstette and Thomas G. Bigley, Trustees Under Agreement of Trust dated 12/30/76 for the Children of Audrey Hillman Fisher (the "1976 AHF Trust"). (viii) C. G. Grefenstette and Thomas G. Bigley, Trustees Under Agreement of Trust dated 12/30/76 for the Children of Henry Lea Hillman, Jr. (the "1976 HLH Trust") (ix) C. G. Grefenstette and Thomas G. Bigley, Trustees Under Agreement of Trust dated 12/30/76 for the Children of William Talbott Hillman (the "1976 WTH Trust"). (x) Elsie Hilliard Hillman (xi) Henry L. Hillman (xii) Thomas G. Bigley (xiii) C. G. Grefenstette Item 2(b) Address of the Principal Business Office: HCC Investments, Inc., Wilmington Equities, Inc. and Wilmington Investments, Inc. 824 Market Street, Suite 900 Wilmington, Delaware 19801 The Hillman Company, the HLH Trust, the 1976 JLHS Trust, the 1976 AHF Trust, the 1976 HLH Trust, and the 1976 WTH Trust 1800 Grant Building Pittsburgh, Pennsylvania 15219 Thomas G. Bigley One Oxford Centre, 28th Floor Pittsburgh, Pennsylvania 15219 Elsie Hilliard Hillman, Henry L. Hillman and C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 Item 2(c) Citizenship: HCC Investments, Inc., Wilmington Equities, Inc. and Wilmington Investments, Inc. are Delaware corporations. The Hillman Company is a Pennsylvania corporation. The HLH Trust, the 1976 JLHS Trust, the 1976 AHF Trust, the 1976 HLH Trust, the 1976 WTH Trust are Pennsylvania trusts. C. G. Grefenstette, Henry L. Hillman, Elsie Hilliard Hillman, and Thomas G. Bigley are U.S. citizens. Item 2(d) Title of Class of Securities: Common Stock, $.001 Par Value Item 2(e) CUSIP Number 928365204 Item 3 Not Applicable Item 4 Ownership: (a) Amount Beneficially Owned: On December 13, 1999, 10,720 shares of Series A-1 Preferred Stock were acquired from the Issuer. On July 31, 2001, the Series A-1 Preferred Stock was converted into 121,818.177792 shares of Common Stock as a result of a merger. Also on July 31, 2001 a 1 for 7 reverse split occurred decreasing the number of shares of Common Stock held to 17,403. 17,403 shares of Common Stock are owned of record and beneficially by C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated December 30, 1976 for the Children of Juliet Lea Hillman Simonds (together with the three trusts of even date named below, the "1976 Trusts"), a Pennsylvania irrevocable trust. C. G. Grefenstette shares power to vote or to direct the vote and shares power to dispose or to direct the disposition of the shares of stock owned by the 1976 Trusts, the HLH Trust and HCC Investments, Inc. On December 13, 1999, 10,720 shares of Series A-1 Preferred Stock were acquired from the Issuer. On July 31, 2001, the Series A-1 Preferred Stock was converted into 121,818.177792 shares of Common Stock as a result of a merger. Also on July 31, 2001 a 1 for 7 reverse split occurred decreasing the number of shares of Common Stock held to 17,403. 17,403 shares of Common Stock are owned of record and beneficially by C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated December 30, 1976 for the Children of Audrey Hillman Fisher, a Pennsylvania irrevocable trust. C. G. Grefenstette shares power to vote or to direct the vote and shares power to dispose or to direct the disposition of the shares of stock owned by the 1976 Trusts, the HLH Trust and HCC Investments, Inc. On December 13, 1999, 10,720 shares of Series A-1 Preferred Stock were acquired from the Issuer. On July 31, 2001, the Series A-1 Preferred Stock was converted into 121,818.177792 shares of Common Stock as a result of a merger. Also on July 31, 2001 a 1 for 7 reverse split occurred decreasing the number of shares of Common Stock held to 17,403. 17,403 shares of Common Stock are owned of record and beneficially by C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated December 30, 1976 for the Children of Henry Lea Hillman, Jr., a Pennsylvania irrevocable trust. C. G. Grefenstette shares power to vote or to direct the vote and shares power to dispose or to direct the disposition of the shares of stock owned by the 1976 Trusts, the HLH Trust and HCC Investments, Inc. On December 13, 1999, 10,720 shares of Series A-1 Preferred Stock were acquired from the Issuer. On July 31, 2001, the Series A-1 Preferred Stock was converted into 121,818.177792 shares of Common Stock as a result of a merger. Also on July 31, 2001 a 1 for 7 reverse split occurred decreasing the number of shares of Common Stock held to 17,403. 17,403 shares of Common Stock are owned of record and beneficially by C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated December 30, 1976 for the Children of William Talbott Hillman, a Pennsylvania irrevocable trust. C. G. Grefenstette shares power to vote or to direct the vote and shares power to dispose or to direct the disposition of the shares of stock owned by the 1976 Trusts, the HLH Trust and HCC Investments, Inc. On December 13, 1999, 32,120 shares of Series A-1 Preferred Stock were acquired from the Issuer. On July 31, 2001, the Series A-1 Preferred Stock was converted into 364,999.98832 shares of Common Stock as a result of a merger. Also on July 31, 2001 a 1 for 7 reverse split occurred decreasing the number of shares of Common Stock held to 52,143. 52,143 shares of Common Stock are owned of record and beneficially by Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985, a Pennsylvania revocable trust. C. G. Grefenstette shares power to vote or to direct the vote and shares power to dispose or to direct the disposition of the shares of stock owned by the 1976 Trusts, the HLH Trust and HCC Investments, Inc. Henry L. Hillman shares power to vote or to direct the vote and shares power to dispose or to direct the disposition of the shares of stock owned by the the HLH Trust and HCC Investments, Inc. Elsie Hilliard Hillman shares power to vote or to direct the vote and shares power to dispose or to direct the disposition of the shares of stock owned by the the HLH Trust and HCC Investments, Inc On December 13, 1999, 125,000 shares of Series A-1 Preferred Stock were acquired from the Issuer. On July 31, 2001, the Series A-1 Preferred Stock was converted into 1,420,545.5 shares of Common Stock as a result of a merger. Also on July 31, 2001 a 1 for 7 reverse split occurred decreasing the number of shares of Common Stock held to 202,923. 202,923 shares of Common Stock are owned of record and beneficially by HCC Investments, Inc., a wholly-owned subsidiary of Wilmington Equities, Inc. Wilmington Equities, Inc. is a wholly-owned subsidiary of Wilmington Investments, Inc. Wilmington Investments, Inc. is a wholly-owned subsidiary of The Hillman Company, which is controlled by the HLH Trust. (b) Percent of Class 1.35% (c) Number of Shares as to which such person has: (i) sole power to vote or direct the vote (ii) shared power to vote or to direct the vote 324,678 (See Item (4)(a)) (iii) sole power to dispose or to direct the disposition of (iv) shared power to dispose or to direct the disposition of 324,678 (See Item (4)(a)) 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: See Item 4(a) Item 9 Notice of Dissolution of Group: Not Applicable Item 10 Certification: By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. (Intentionally Left Blank) 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. HCC INVESTMENTS, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, President WILMINGTON EQUITIES, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, President WILMINGTON INVESTMENTS, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President THE HILLMAN COMPANY /s/ Lawrence M. Wagner By _________________________________________ Lawrence M. Wagner, President HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985 /s/ C. G. Grefenstette _____________________________________________ C. G. Grefenstette, Trustee C. G. GREFENSTETTE AND THOMAS G. BIGLEY TRUSTEES UNDER AGREEMENTS OF TRUST DATED 12/30/76 FOR THE CHILDREN OF JULIET LEA HILLMAN SIMONDS, AUDREY HILLIARD HILLMAN, HENRY LEA HILLMAN, JR., AND WILLIAM TALBOTT HILLMAN /s/ C. G. Grefenstette ____________________________________________ C. G. Grefenstette, Trustee /s/ Thomas G. Bigley ____________________________________________ Thomas G. Bigley, Trustee /s/ C. G. Grefenstette ____________________________________________ C. G. Grefenstette /s/ Thomas G. Bigley ____________________________________________ Thomas G. Bigley /s/ Henry L. Hillman ____________________________________________ Henry L. Hillman /s/ Elsie Hilliard Hillman ____________________________________________ Elsie Hilliard Hillman February 14, 2002 Date -----END PRIVACY-ENHANCED MESSAGE-----