0000947871-05-000743.txt : 20120622
0000947871-05-000743.hdr.sgml : 20120622
20050331093602
ACCESSION NUMBER: 0000947871-05-000743
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050331
DATE AS OF CHANGE: 20050331
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: NUCO2 INC /FL
CENTRAL INDEX KEY: 0000947577
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160]
IRS NUMBER: 650180800
STATE OF INCORPORATION: FL
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-46469
FILM NUMBER: 05716620
BUSINESS ADDRESS:
STREET 1: 2800 S E MARKET PLACE
CITY: STUART
STATE: FL
ZIP: 34997
BUSINESS PHONE: 5612211754
MAIL ADDRESS:
STREET 1: 2820 SE MARKET PLACE
CITY: STUART
STATE: FL
ZIP: 34997
FORMER COMPANY:
FORMER CONFORMED NAME: FOWLER CARBONICS INC
DATE OF NAME CHANGE: 19951108
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: BOC GROUP INC
CENTRAL INDEX KEY: 0000839898
IRS NUMBER: 131600079
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 575 MOUNTAIN AVENUE
CITY: MURRAY HILL
STATE: NJ
ZIP: 07974
BUSINESS PHONE: 9086652400
MAIL ADDRESS:
STREET 1: 575 MOUNTAIN AVENUE
CITY: MURRAY HILL
STATE: NJ
ZIP: 07974
SC 13D/A
1
s13da_032605.txt
SCHEDULE 13D (AMENDMENT NO. 5)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
NUCO2 Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
629428103
--------------------------------------------------------------------------------
(CUSIP Number)
Jonathan Swiss
Vice President and Regional General Counsel, Americas
The BOC Group, Inc.
575 Mountain Avenue
Murray Hill, New Jersey 07974
Telephone Number: (908) 464-8100
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 30, 2005
--------------------------------------------------------------------------------
(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
| |.
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7 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, as amended ("Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
SCHEDULE 13D
-------------------------------------- --------------------
CUSIP No. 629428103 Page 2 of 7 Pages
-------------------------------------- --------------------
--------------------------------------------------------------------------------
1
NAME OF REPORTING PERSON
The BOC Group, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-1600079
--------------------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | |
(b) |X|
--------------------------------------------------------------------------------
3
SEC USE ONLY
--------------------------------------------------------------------------------
4
SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) | |
--------------------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 8
REPORTING SHARED VOTING POWER
PERSON
WITH 206,000
----------------------------------------------------------
9
SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
10
SHARED DISPOSITIVE POWER
206,000
--------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,000
--------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
--------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
--------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
-------------------------------------- --------------------
CUSIP No. 629428103 Page 3 of 7 Pages
-------------------------------------- --------------------
--------------------------------------------------------------------------------
1
NAME OF REPORTING PERSON
The BOC Group plc
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
--------------------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | |
(b) |X|
--------------------------------------------------------------------------------
3
SEC USE ONLY
--------------------------------------------------------------------------------
4
SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) | |
--------------------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
England
--------------------------------------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 8
REPORTING SHARED VOTING POWER
PERSON
WITH 206,000
----------------------------------------------------------
9
SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
10
SHARED DISPOSITIVE POWER
206,000
--------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,000
--------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
--------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
--------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
-------------------
This Amendment No. 5 to Schedule 13D amends that certain Schedule 13D
originally filed March 2, 1999 with the Securities and Exchange Commission (the
"Commission") and amended December 27, 2000, October 4, 2001, March 1, 2005 and
March 7, 2005 (such Schedule, as so amended, being the "Schedule 13D").
Item 4. Purpose of Transaction.
----------------------
Item 4 of the Schedule 13D is hereby amended and supplemented as
follows:
On March 30, 2005, The BOC Group, Inc. ("BOC Delaware") sold an
aggregate of 1,468,648 shares of the common stock of NUCO2 Inc. (the "Issuer")
beneficially owned by the reporting persons and registered under the Issuer's
shelf registration statement, initially filed by the Issuer with the Commission
on January 21, 2005, as amended on March 1, 2005 and March 7, 2005, and as may
be further amended from time to time (the "Registration Statement"), pursuant to
the prospectus filed by the Issuer with the Commission on March 11, 2005
pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933 (the
"Prospectus").
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 of the Schedule 13D is hereby amended in its entirety to read as
follows:
(i) BOC Delaware
(a) BOC Delaware is the joint beneficial owner of 206,000 shares
of common stock (consisting of (i) warrants to purchase
200,000 shares of common stock, which are currently
exercisable at $17.00 per share (the "Warrants"); (ii) 4,000
shares of common stock registered in the name of Mr. John
Walsh ("Mr. Walsh"), Chief Executive, Industrial & Special
Products for The BOC Group plc ("BOC PLC") upon the exercise
of options in December 2004; and (iii) 2,000 shares of
common stock issuable upon exercise of stock options
registered in the name of Mr. Walsh (the "Stock Options")),
representing 1.4% of the common stock of the Issuer. The
calculation of this percentage is based upon the number of
shares of common stock of the Issuer disclosed by the Issuer
in the Prospectus. The options described in this Item 5 were
granted to Mr. Walsh as compensation in his capacity as one
of the Issuer's directors. Mr. Walsh served on the Issuer's
board of directors as the representative and nominee of BOC
Delaware. Mr. Walsh disclaims beneficial ownership of these
securities.
(b) BOC Delaware is an indirect wholly owned subsidiary of BOC
PLC and therefore shares with BOC PLC the power to vote and
dispose of all of the 200,000 shares of the common stock of
the Issuer underlying the Warrants, all of the 4,000 shares
of common stock registered in the name of Mr. Walsh, and all
of the 2,000
shares of common stock issuable upon exercise of the Stock
Options.
(c) Except as described herein, there have been no transactions
by BOC Delaware in securities of the Issuer in the past 60
days.
(d) No one other than BOC Delaware and BOC PLC is known to have
the right to vote or the power to direct the receipt of
dividends from, or the proceeds of the sale of, any of the
shares of common stock of the Issuer described in this Item
5.
(e) BOC Delaware ceased to be the beneficial owner of more than
five percent of the shares of common stock of the Issuer on
March 30, 2005.
(ii) BOC PLC
(a) BOC PLC is the joint beneficial owner of 206,000 shares of
common stock (consisting of (i) the Warrants to purchase
200,000 shares of common stock; (ii) 4,000 shares of common
stock registered in the name of Mr. Walsh; and (iii) 2,000
shares of common stock issuable upon exercise of the Stock
Options), representing 1.4% of the common stock of the
Issuer. The calculation of this percentage is based upon the
number of shares of common stock of the Issuer disclosed by
the Issuer in the Prospectus.
(b) BOC PLC is the ultimate parent entity of BOC Delaware and
therefore shares with BOC Delaware the power to vote and
dispose of all of the 200,000 shares of the common stock of
the Issuer underlying the Warrants, all of the 4,000 shares
of common stock registered in the name of Mr. Walsh, and all
of the 2,000 shares of common stock issuable upon exercise
of the Stock Options.
(c) Except as described herein, there have been no transactions
by BOC PLC in securities of the Issuer in the past 60 days.
(d) No one other than BOC Delaware and BOC PLC is known to have
the right to vote or the power to direct the receipt of
dividends from, or the proceeds of the sale of, any of the
shares of common stock described in this Item 5.
(e) BOC PLC ceased to be the beneficial owner of more than five
percent of the shares of common stock of the Issuer on March
30, 2005.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
--------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Item 6 of the Schedule 13D is hereby amended and supplemented as
follows:
The response to Item 4 of the Schedule 13D is incorporated in this Item
6 by reference.
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: March 30, 2005
THE BOC GROUP, INC.
By /s/ Jonathan Swiss
--------------------------------
Name: Jonathan Swiss
Title: Vice President and Regional
General Counsel, Americas
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: March 30, 2005
THE BOC GROUP PLC
By /s/ Nick Deeming
---------------------------------
Name: Nick Deeming
Title: Group Legal Director and
Company Secretary