-----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, LX3cS2i+Dv9DuLQ3OR9pKwCRE/+DANv9x8AJDYwsQhwb1s2JRO/mkPHo+XsgNEjd bE7c69JZFgGkKN/fEpecmQ== 0000950124-96-003761.txt : 19960827 0000950124-96-003761.hdr.sgml : 19960827 ACCESSION NUMBER: 0000950124-96-003761 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960826 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TODD SHIPYARDS CORP CENTRAL INDEX KEY: 0000098537 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 911506719 STATE OF INCORPORATION: DE FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30447 FILM NUMBER: 96620564 BUSINESS ADDRESS: STREET 1: 1801 16TH AVE S W CITY: SEATTLE STATE: WA ZIP: 98134 BUSINESS PHONE: 2066231635 MAIL ADDRESS: STREET 1: P O BOX 3806 CITY: SEATTLE STATE: WA ZIP: 98124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEIL JOHN D CENTRAL INDEX KEY: 0000904314 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 SCHEDULE 13D, AMENDMENT #2 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 )* --- Todd Shipyards Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 889039-10-3 --------------------------------- (CUSIP Number) Joseph D. Lehrer, Esq. 10 S. Broadway, Suite 2000, St. Louis, MO 63102 (314) 241-9090 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 21, 1996 ------------------------------------------- (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(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed 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). (Continued on following page(s)) Page 1 of 7 Pages ----- 2 CUSIP NO. 889039-10-3 13D Page 2 of 7 Pages ---------------------- ---- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John D. Weil, SS# ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /XX/ - -------------------------------------------------------------------------------- 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 USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 459,000, subject to the disclaimer in Item 5. SHARES -------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 12,000, subject to the disclaimer in Item 5. OWNED BY -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 459,000, subject to the disclaimer in Item 5. REPORTING -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 12,000, subject to the disclaimer in Item 5. WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,016,000, subject to the disclaimer contained in Item 5. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.24% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO. 889039-10-3 Page 3 of 7 AMENDMENT NO. 2 TO SCHEDULE 13D The Reporting Person reported the acquisition of shares of Common Stock, $.01 par value ("Stock") of Todd Shipyards Corporation, a Delaware corporation (the "Issuer") in an initial filing of this Schedule 13D on April 29, 1993, as amended by Amendment No. 1 to Schedule 13D filed August 6, 1993. In this regard, Item 4 and Item 5 are hereby amended as follow. All other items are unchanged from the initial filing, as 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. The Reporting Person is one of the nominees for the Board of Directors of the Issuer to be elected at the Issuer's 1996 Annual Meeting of Stockholders. Other than as described hereinabove, 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 material change in the present capitalization or dividend policy of the Issuer; (d) any other material change in the Issuer's business or corporate structure; (e) 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; (f) 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; (g) 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 (h) any action similar to those enumerated above. 4 CUSIP NO. 889039-10-3 Page 4 of 7 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 1,016,000 shares of Stock in the manner hereinafter described:
Percentage of Relationship to Number Outstanding Shares Held in Name of Reporting Person of Shares Securities ---------------------- ---------------- --------- ---------- John D. Weil Reporting Person 380,400 3.84% Paula K. Weil Sister 142,000 1.43% Richard K. Weil, Jr. Brother 142,000 1.43% Mark S. Weil Brother 142,800 1.44% Daniel D. Weil Nephew 12,000 .12% Mark S. Weil and John D. Weil, Trustees for Nephew 4,000 .04% Daniel D. Weil (Item 10 Trust) Mark S. Weil, Trustee for Daniel D. Weil, ex. by Trust for Nephew 32,200 .33% Richard K. Weil Mark S. Weil, Trustee for Alexander P. Weil Trust for Nephew 12,000 .12% Trust dated 6/5/95 Mark S. Weil and John D. Weil, Trustees for Nephew 4,000 .04% Alexander P. Weil (Item 10 Trust) Mark S. Weil, Trustee for Alexander P. Weil, ex. Trust for Nephew 30,000 .30% by Richard K. Weil Victoria L. Weil Daughter 10,000 .10% John D. Weil, Trustee for Victoria L. Weil, Daughter 4,000 .04% (Item 10 Trust) John D. Weil, Trustee for Victoria L. Weil, ex. Trust for Daughter 32,900 .33% by Richard K. Weil Gideon J. Weil Son 10,000 .10% John D. Weil, Trustee for Gideon J. Weil (Item Son 4,000 .04% 10 Trust) John D. Weil, Trustee for Gideon J. Weil, ex. by Trust for Son 27,700 .28% Richard K. Weil Samuel J. G. Weil Nephew 5,000 .05%
5 CUSIP NO. 889039-10-3 Page 5 of 7 Richard K. Weil, Jr. and John D. Weil, Trustees Nephew 4,000 .04% for Samuel J. G. Weil (Item 10 Trust) Amelia J. Weil Niece 3,000 .03% Gabriel I. Weil Nephew 4,000 .04% Clayton Management Company Corporation 10,000 .10% Controlled by Reporting Person --------- ------ TOTAL 1,016,000 10.24% ========= ====== (-.01 rounding error)
The foregoing percentages assume that the Issuer has 9,910,187 shares of Stock outstanding. All shares held in the name of family members or family trusts of the Reporting Person are reported as beneficially owned by the Reporting Person because those family members or trusts may seek investment advise or voting advice of the Reporting Person. All shares held in the name of the corporation controlled by the Reporting Person are reported as beneficially owned by the Reporting Person because, as sole shareholder, director and officer of such corporation, the Reporting Person has voting and investment power with respect to the shares owned by such corporation. Except for Stock held in the name of the Reporting Person, or in trust wherein the Reporting Person is the trustee, or in the name of the corporation controlled by the Reporting Person, there is no written document or agreement conferring the right of the Reporting Person to acquire or dispose of the Stock or giving the Reporting Person the right to vote such shares of Stock. AS PROVIDED IN S.E.C. REGULATION SECTION 240.13d-4, THE REPORTING PERSON HEREBY DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT HE 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). 6 CUSIP NO. 889039-10-3 Page 6 of 7 (c)
Net Price Number of Per Transaction Purchase in the Name of Date Shares Share Made Through ----------------------- ---- ------ ----- ------------ John D. Weil, Trustee for Victoria L. Weil, 8/1/96 2,000 6.500 Goldman Sachs ex. by Richard K. Weil, Jr. John D. Weil 8/2/96 1,200 6.375 Goldman Sachs Mark S. Weil, Trustee for Daniel D. Weil, ex. 8/13/96 2,000 6.625 Goldman Sachs by Richard K. Weil John D. Weil, Trustee for Victoria L. Weil, 8/13/96 2,000 6.625 Goldman Sachs ex. by Richard K. Weil, Jr. Mark S. Weil, Trustee for Alexander P. Weil, 8/14/96 2,000 6.625 Goldman Sachs ex. by Richard K. Weil John D. Weil, Trustee for Gideon J. Weil, 8/14/96 700 6.625 Goldman Sachs ex. by Richard K. Weil, Jr. Amelia J. Weil 8/20/96 3,000 6.500 Goldman Sachs Gabriel I. Weil 8/20/96 2,000 6.500 Goldman Sachs Mark S. Weil, Trustee for Daniel D. Weil, ex. 8/20/96 3,000 6.500 Goldman Sachs by Richard K. Weil Mark S. Weil, Trustee for Alexander P. Weil, 8/20/96 4,000 6.500 Goldman Sachs ex. by Richard K. Weil John D. Weil, Trustee for Victoria L. Weil, 8/20/96 2,000 6.500 Goldman Sachs ex. by Richard K. Weil, Jr.
(d) Not applicable. (e) Not applicable. 7 CUSIP NO. 889039-10-3 Page 7 of 7 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/ John D. Weil -------------------------------------- John D. Weil August 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----