SC 13D/A

0000950123-06-011963.txt : 20060926 0000950123-06-011963.hdr.sgml : 20060926 20060926153715 ACCESSION NUMBER: 0000950123-06-011963 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060926 DATE AS OF CHANGE: 20060926 GROUP MEMBERS: CAROLYN RUGER VOGEL GROUP MEMBERS: RUGER BUSINESS HOLDINGS, L.P. GROUP MEMBERS: RUGER MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STURM RUGER & CO INC CENTRAL INDEX KEY: 0000095029 STANDARD INDUSTRIAL CLASSIFICATION: ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES) [3480] IRS NUMBER: 060633559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30585 FILM NUMBER: 061108710 BUSINESS ADDRESS: STREET 1: 1 LACEY PLACE CITY: SOUTHPORT STATE: CT ZIP: 06490 BUSINESS PHONE: 2032597843 MAIL ADDRESS: STREET 2: 1 LACEY PLACE CITY: SOUTHPORT STATE: CT ZIP: 06490 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RUGER WILLIAM B JR CENTRAL INDEX KEY: 0001242552 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: STURM, RUGER & CO. STREET 2: LACEY PLACE CITY: SOUTHPORT STATE: CT ZIP: 06890 SC 13D/A 1 y25426sc13dza.htm SC 13D/A SC 13D/A


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)

Sturm, Ruger & Company, Inc.

(Name of Issuer)

Common Stock, Par Value $1.00

(Title of Class of Securities)

864159108

(CUSIP Number)

William B. Ruger, Jr.
169 Sunapee Street
Newport, NH 03773

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

September 26, 2006

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 (“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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		864159108

NAMES OF REPORTING PERSONS:

William B. Ruger, Jr.

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

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

0% of total Common Stock

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		864159108

NAMES OF REPORTING PERSONS:

Carolyn Ruger Vogel

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

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

113,030

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

113,030

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

113,030

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

0.50% of total Common Stock

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		864159108

NAMES OF REPORTING PERSONS:

Ruger Management, Inc.

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

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

0% of total Common Stock

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		864159108

NAMES OF REPORTING PERSONS:

Ruger Business Holdings, L.P.

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

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

0% of total Common Stock

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

This Statement constitutes Amendment No. 5 to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on April 12, 1999, as amended by Amendment No. 1 thereto filed with the SEC on May 10, 1999, Amendment No. 2 thereto filed with the SEC on May 17, 2006, Amendment No. 3 thereto filed with the SEC on May 22, 2006 and Amendment No. 4 thereto filed with the SEC on May 25, 2006 (as so amended, the “Schedule 13D”), with respect to the common stock, par value $1.00 per share (the “Common Stock”), of Sturm, Ruger & Company, Inc. (the “Company”). The Company is in the business of manufacturing firearms and investment cast products.

This Statement is being filed by William B. Ruger, Jr. (“Mr. Ruger”), Carolyn Ruger Vogel (“Ms. Vogel”), Ruger Management, Inc. (“Ruger Management”), and Ruger Business Holdings, L.P. (“the Partnership”) (collectively, the (“Reporting Persons”)).

Mr. Ruger filed a separate Schedule 13D on January 10, 1991 with respect to his (i) direct beneficial ownership of shares of the Common Stock and (ii) indirect beneficial ownership of shares of the Common Stock held as a co-trustee of the William B. Ruger Charitable Remainder Annuity Trust (the “Trust”). In 2002, following the death of its Grantor, William B. Ruger, the Common Stock held in the Trust was distributed in accordance with the terms of the Trust Agreement. While Mr. Ruger remains the beneficial owner of the directly held Common Stock disclosed in his January 10, 1991 filing, such beneficial ownership was also disclosed in the Amendment No. 1 to the Schedule 13D and is referenced in this amendment to the Schedule 13D.^*

Item 1. Security and Issuer.

This Statement relates to the Common Stock. The Company’s principal executive offices are located at One Lacey Place, Southport, Connecticut 06890.

Item 2. Identity and Background.

This statement is being filed by the Reporting Persons.

Mr. Ruger is the former Chairman, President and Chief Executive Officer of the Company. He is a citizen of the United States of America and his address is 169 Sunapee Street, Newport, NH 03773. Mr. Ruger is currently retired.

Ms. Vogel is a citizen of the United States and her address is 70 Rabbit Run Lane, Harrisville, NH 03450. Ms. Vogel is currently not employed.

Mr. Ruger and Ms. Vogel each own 50% of the capital stock of Ruger Management, a Delaware corporation which acts as the sole general partner of the Partnership. The address of its principal place of business is 169 Sunapee Street, Newport, NH 03773.


^*		The Company has had two stock-splits since the January 10, 1991 filing and the number of shares of the Common Stock held by Mr. Ruger has increased accordingly.

The Partnership is a Delaware limited partnership engaged in the business of investment management. Ruger Management is the sole general partner and the William B. Ruger Revocable Trust of 1988 is the sole limited partner of the Partnership. Mr. Ruger and Ms. Vogel are co-trustees of the William B. Ruger Revocable Trust of 1988. The address of the Partnership’s principal place of business is 169 Sunapee Street, Newport, NH 03773.

During the five-year period prior to the date hereof, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4. Purpose of Transaction.

On September 25, 2006, the Company repurchased 4,272,000 shares of the Common Stock from the Partnership. The purchase price was $5.90 per share totaling $25,204,800.

The Reporting Persons have no plan or proposal with respect to the Company which relates to or would result in any of the matters listed in Items 4(a)-(j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) Mr. Ruger, Ruger Management and the Partnership are no longer the indirect or direct beneficial owners of any shares of the Common Stock. Ms. Vogel is no longer the indirect owner of any shares of the Common Stock but remains the direct beneficial owner of 113,030 shares of the Common Stock representing 0.50% of the issued and outstanding shares of the Common Stock.

(b) Ms. Vogel is entitled to direct the vote of 113,030 shares of the Common Stock as to which she is the beneficial owner.

(d) Not applicable.

(e) September 26, 2006.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Mr. Ruger and Ms. Vogel each own 50% of the capital stock of Ruger Management, which is the sole general partner of the Partnership.

On September 26, 2006 the Partnership entered into a Sale and Purchase Agreement with the Company upon which the Partnership sold all 4,272,000 shares of the Common Stock owned by the Partnership to the Company. The Agreement is attached hereto as Exhibit A.

Except as described herein, none of the Reporting Persons have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to the securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.


Exhibit A:		Sale and Purchase Agreement, dated as of September 26, 2006 by and between Sturm, Ruger & Co., Inc., and Ruger Business Holdings, L.P.

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 26, 2006


	WILLIAM B. RUGER, JR.
	/s/ William B. Ruger, Jr.



	CAROLYN RUGER VOGEL
	/s/ Carolyn Ruger Vogel



	RUGER MANAGEMENT, INC.
	/s/ William B. Ruger, Jr.
	Name:	William B. Ruger, Jr.
	Title:	President


	/s/ Carolyn Ruger Vogel
	Name:	Carolyn Ruger Vogel
	Title:	Secretary/Treasurer

	RUGER BUSINESS HOLDINGS, L.P.
	/s/ William B. Ruger, Jr.
	Name:	William B. Ruger, Jr.
	Title:	President of General Partnership


	/s/ Carolyn Ruger Vogel
	Name:	Carolyn Ruger Vogel
	Title:	Secretary/Treasurer of General Partnership

EX-99.A 2 y25426exv99wa.htm EX-99.A: SALE AND PURCHASE AGREEMENT EX-99.A

SALE AND PURCHASE AGREEMENT

This SALE AND PURCHASE AGREEMENT (this “Agreement”), dated as of September 26, 2006, is by and between STURM, RUGER & COMPANY, INC., a Delaware corporation, (the “Purchaser”) and RUGER BUSINESS HOLDINGS, L.P., a Delaware limited partnership (the “Seller”).

W I T N E S S E T H :

WHEREAS, the Seller desires to sell and deliver to the Purchaser 4,272,000 shares of the common stock, $1.00 par value, of the Purchaser (the “Common Stock”) and the Purchaser desires to purchase the same from the Seller, subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein, the parties hereto hereby agree as follows:

ARTICLE I

SALE AND PURCHASE

1.1 Sale and Purchase of Common Stock. Subject to the terms and conditions hereof on the Closing Date (as defined below), the Seller will sell the Common Stock to the Purchaser and the Purchaser will purchase the Common Stock from the Seller for the aggregate purchase price of Twenty Five Million Two Hundred Four Thousand Eight Hundred Dollars ($25,204,800) (the “Purchase Price”).

1.2 The Closing. The closing (the “Closing”) of the transactions contemplated by this Agreement shall take place on the date hereof at the offices of the Purchaser, or at such time or place as may be agreed upon in writing by the parties hereto. The date of the Closing is herein referred to as the “Closing Date”.

1.3 Closing Deliveries. At the Closing (i) the Seller shall deliver to the Purchaser one or more certificate(s) representing the Common Stock registered in the name of the Seller, having all requisite stock transfer stamps attached, duly endorsed for immediate transfer to the Purchaser, or with stock powers attached duly endorsed for immediate transfer to Purchaser, together with such other instruments and documents as may be reasonably necessary to transfer the Common Stock to the Purchaser on the Closing Date and (ii) the Purchaser shall deliver to the Seller the Purchase Price by wire transfer of immediately available funds to an account of the Seller designated in writing by the Seller to the Purchaser. Upon payment of the Purchase Price by the Seller, the Common Stock shall be free and clear of all liens, charges, security interests, claims or other encumbrances.

ARTICLE II

SELLER’S REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants to the Purchaser as follows:

2.1 Existence of Seller. The Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under such laws to enter into and perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all necessary limited partnership action on the part of the Seller.

2.2 Execution and Enforceability. This Agreement has been duly organized and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors’ rights generally and general principles of equity.

2.3 Consents. No consent, approval or authorization of, or exemption by, or registration or filing with, any governmental or regulatory authority or other third party which has not been obtained or made by the Seller on or before the date hereof is required in connection with the execution and delivery by the Seller of this Agreement or the consummation by the Seller of the transactions contemplated hereby.

2.4 Ownership of Common Stock. The Seller is the legal and beneficial owner of the Common Stock and has good and marketable title thereto, free and clear of any liens, charges, security interest, claims or other encumbrances.

2.5 Transfer. The Seller has legal right and power to transfer and deliver the Common Stock to the Purchaser in the manner provided in this Agreement, and upon delivery of such Common Stock pursuant to the terms of this Agreement, Purchaser will receive good and valid legal title thereto and full beneficial ownership thereof, free and clear of all liens, charges, security interest, claims or other encumbrances.

2.6 Broker. Except for Stephens Inc., no broker, finder or other person is entitled to any brokerage fees, commissions or finder’s fees from the Seller in connection with the transactions contemplated hereby.

ARTICLE III

PURCHASER’S REPRESENTATIONS AND WARRANTIES

The Purchaser represents and warrants to the Seller, as follows:

3.1 Existence of Purchaser. The Purchaser is a corporation duly, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority under such laws to enter into and perform its obligations hereunder. The

execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser.

3.2 Execution and Enforceability. This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors’ rights generally and general principles of equity.

3.3 Consents. No consent, approval or authorization of, or exemption by, or registration or filing with, any governmental or regulatory authority or other third party which has not been obtained or made by the Purchaser on or before the date hereof is required in connection with the execution by the Purchaser of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby.

ARTICLE IV
MISCELLANEOUS

4.1 Indemnification. The Seller agrees to indemnify and hold the Purchaser harmless from and against all damages, losses or expenses (including, without limitation, reasonable attorneys’ fees) suffered or paid, directly or indirectly, by the Purchaser arising out of the failure of any representation or warranty made by the Seller in this Agreement to be true and correct in all material respects as of the date of this Agreement or the material breach of any covenant made by the Seller contained herein. The Purchaser agrees to indemnify and hold the Seller harmless from and against all damages, losses or expenses (including, without limitation, reasonable attorneys’ fees) suffered or paid, directly or indirectly, by the Seller arising out of the failure of any representation or warranty made by the Purchaser in this Agreement to be true and correct in all material respects on and as of the date of this Agreement or the material breach of any covenant made by the Purchaser contained herein.

4.2 Publicity. Each of the parties hereto agrees that they will not issue any press release or make any statement to the general public with respect to this Agreement or the transactions contemplated hereby without prior approval of the other party, except as required by law or the requirements of the New York Stock Exchange.

4.3 Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between them, whether written or oral, with respect to the subject matter hereof.

4.4 Survival of Representations and Warranties. The respective representations and warranties of the Seller and the Purchaser contained in this Agreement shall survive the purchase and sale of the Common Stock contemplated hereby.

4.5 Amendment and Waiver. This Agreement may not be amended nor may any of the provisions hereof be waived orally. To be effective, any amendment to this Agreement shall be in writing and signed by all of the parties hereto. To be effective, any waiver of any of the provisions of this Agreement shall be in writing and signed by the party to be

charged and then such waiver shall be effective only to the extent specifically set forth in such writing.

4.6 Further Assurances. Each of the parties hereto shall take any and all such further action and to execute, acknowledge and deliver such instruments, documents and agreements as the other party may reasonably request to effectuate, consummate or confirm the transactions contemplated hereby.

4.7 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, construed and enforced in accordance with the laws of the State of New York without reference to the choice of law provisions thereof.

4.8 Expenses. Each of the parties hereto shall bear its own costs and expenses incurred in connection with the transactions contemplated hereby. The Seller shall be solely responsible for all amounts payable to Stephens Inc. in connection with the transactions contemplated hereby.

4.9 No Assignment; Binding Effect. This Agreement and the rights and obligations of the parties hereto may not be assigned without the prior written consent of the other party and any assignment made without such consent shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

4.10 Severability. If any provision of this Agreement is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provisions of this Agreement.

4.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument.

4.12 Headings. The headings in this Agreement are inserted for convenience of reference only and shall not affect the interpretation of this Agreement.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first above written.


	STURM, RUGER & COMPANY, INC.
	By:
		Name:
		Title:


	RUGER BUSINESS HOLDINGS, L.P. By Ruger Management, Inc., its General Partner
	By:
		Name:
		Title:


	By:
		Name:
		Title:

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