-----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, MNKljPywZQL013Ok39SBNumw1rTEsLjYepcRGYn/IG5priNnCAgJL/HUjyDLm/Vm qX0wuenfjrapJcXzTiAE+Q== 0001231320-04-000004.txt : 20040602 0001231320-04-000004.hdr.sgml : 20040602 20040601174007 ACCESSION NUMBER: 0001231320-04-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040602 GROUP MEMBERS: F. WILLIAM WEBER GROUP MEMBERS: KIMBERLY A.W. FRANK GROUP MEMBERS: MARTHA A. WEBER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEBER DANA SUZETTE CENTRAL INDEX KEY: 0001231320 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9101 W 21ST CITY: SAN SPRINGS STATE: OK ZIP: 74063 BUSINESS PHONE: 9182411030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEBCO INDUSTRIES INC CENTRAL INDEX KEY: 0000916314 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 731097133 STATE OF INCORPORATION: OK FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48729 FILM NUMBER: 04842349 BUSINESS ADDRESS: STREET 1: 9101 WEST 21ST ST CITY: SAND SPRINGS STATE: OK ZIP: 74063 BUSINESS PHONE: 9182411000 MAIL ADDRESS: STREET 1: 9101 WEST 21ST ST CITY: SAND SPRINGS STATE: OK ZIP: 74063 SC 13D/A 1 weber13d_05282004.htm MAY 28, 2004 WEBER SCH 13D weber13d_05282004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13D

(Amendment No. 1)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

WEBCO INDUSTRIES, INC.

(Name of Issuer)

 

Common Stock, par value $.01 per share

(Title of Class of Securities)

 

947621108

(CUSIP Number)

 

Arnold S. Jacobs
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 28, 2004

(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-1(e), 13d-1(f) or 13d-1(g), check the following box  [ ]

 


13D

CUSIP No. 947621108  
         

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

F. William Weber

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
                                                                                                             (b) [x]

3

SEC USE ONLY

4

SOURCE OF FUNDS                                                                              PF

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER                               - 0 -

8

SHARED VOTING POWER                        2,136,022

9

SOLE DISPOSITIVE POWER                       - 0 -

10

SHARED DISPOSITIVE POWER                2,136,022

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON                                                                  2,136,022

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                    [  ]
EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)          30.2 %

14

TYPE OF REPORTING PERSON                                                            IN

 

13D

CUSIP No. 947621108  
         

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Martha A. Weber

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)
                                                                                                               (b) [x]

3

SEC USE ONLY

4

SOURCE OF FUNDS                                                                              PF

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER                                   - 0 -

8

SHARED VOTING POWER                        2,136,022

9

SOLE DISPOSITIVE POWER                           - 0 -

10

SHARED DISPOSITIVE POWER               2,136,022

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON                                                                 2,136,022

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                    [ ]
EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)          30.2%

14

TYPE OF REPORTING PERSON                                                            IN

 

13D

CUSIP No. 947621108  
         

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Dana S. Weber

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)
                                                                                                               (b) [x]

3

SEC USE ONLY

4

SOURCE OF FUNDS                                                                              PF, BK, OO

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER                              826,502

8

SHARED VOTING POWER                                   0

9

SOLE DISPOSITIVE POWER                     826,502                 

10

SHARED DISPOSITIVE POWER                          0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON                                                                  826,502

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                    [ ]
EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)          11.7%

14

TYPE OF REPORTING PERSON                                                            IN

 

13D

CUSIP No. 947621108  
         

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Kimberly A.W. Frank

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)
                                                                                                               (b) [x]

3

SEC USE ONLY

4

SOURCE OF FUNDS                                                                              PF

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER                               405,017

8

SHARED VOTING POWER                                    0

9

SOLE DISPOSITIVE POWER                      405,017                 

10

SHARED DISPOSITIVE POWER                           0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON                                                                  405,017

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                    [ ]

EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)          5.7%

14

TYPE OF REPORTING PERSON                                                            IN

 

Item 4 of Schedule 13D, dated March 18, 2004, is hereby amended by adding thereto the information set forth below.   The terms defined in such Schedule 13D shall have their defined meanings herein, unless otherwise defined herein.

Item 4.  Purpose of Transaction

        On May 28, 2004, F. William Weber, Chairman of the Board and Chief Executive Officer of the Issuer, and Dana S. Weber, Vice Chairman of the Board, President and Chief Operating Officer of the Issuer, along with certain other members of management of the Issuer, proposed that the Board of Directors consider an amendment to the Issuer's certificate of incorporation.  The proposed amendment, if approved by the Issuer's Board of Directors and stockholders, would result in a reverse stock split of the Common Stock in such a ratio as to reduce the number of stockholders of record from its current level of approximately 340 to less than 300 stockholders of record.  Under this proposal, holders of less than a specified number of shares prior to the reverse stock split who would otherwise be entitled to receive fractional shares as a result of the reverse stock split, would instead receive a cash payment for those shares.  Under this proposal, the payment for the fractional shares is expected to be between $4.00 and $5.00 per pre-reverse split share.  The Issuer's Board of Directors has approved the creation of a special committee, comprised of three independent directors, to evaluate the proposed transaction.  The special committee is in the process of engaging a financial advisor to advise it concerning valuation issues relating to the reverse stock split.  The reverse stock split and the price to be paid for the fractional shares will be subject to the negotiation of definitive documents, amendment of the Issuer's current credit agreement, the special committee's deliberation and recommendation of the reverse stock split to the full Board of Directors and approval by the Issuer's Board of Directors and stockholders.  Holders of a number of shares in excess of the designated exchange ratio prior to the reverse stock split will continue to be stockholders after the reverse stock split and will not be entitled to receive any cash.

        If the reverse split is effected as proposed, the Issuer would likely have fewer than 300 stockholders of record.  If that is the case, the Issuer would deregister its Common Stock under the Securities Exchange Act of 1934, the Common Stock would no longer be traded on the American Stock Exchange, and the Issuer would cease filing periodic reports with the Securities and Exchange Commission.

        No assurance can be given that any transaction will take place on these or any other terms.       


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.

  /s/ Dana S. Weber
Dana S. Weber, for herself and as attorney-in-fact
for F. William Weber, Martha A. Weber and
Kimberly A.W. Frank

June 1, 2004


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