-----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, JvSbgJ1aOgO3nexX0lWQgbwbDEM+HXGgfjasOf/iaHaLdvNvMLLINTroiRJnuOfQ f7doeCOdvwLpw2W/UkPdEQ== 0000950147-01-501582.txt : 20010913 0000950147-01-501582.hdr.sgml : 20010913 ACCESSION NUMBER: 0000950147-01-501582 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSTON CHRISTOPHER A CENTRAL INDEX KEY: 0001123698 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 210 SOUTH FOURTH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85003 MAIL ADDRESS: STREET 1: 210 SOUTH FOURTH AVENUE CITY: PHOEINIX STATE: AZ ZIP: 85003 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL PRECISION INC CENTRAL INDEX KEY: 0001016395 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 061453896 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53445 FILM NUMBER: 1735942 BUSINESS ADDRESS: STREET 1: 15170 NORTH HAYDEN ROAD STREET 2: SUITE 1 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 6026270200 MAIL ADDRESS: STREET 1: 15170 NORTH HAYDEN ROAD STREET 2: SUITE 1 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: FM PRECISION GOLF CORP DATE OF NAME CHANGE: 19970521 SC 13D/A 1 e-7443.txt AMEND. #1 TO SC 13D FOR CHRISTOPHER A. JOHNSTON UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a). ROYAL PRECISION, INC. ------------------------------ (Name of Issuer) Common Stock, par value $.001 per share --------------------------------------- (Title of Class of Securities) 780921-10-2 -------------- (CUSIP Number) Kenneth J. Warren, Esq. 5134 Blazer Parkway, Dublin, OH 43017 (614) 766-1960 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 31, 2001 ------------------------------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. SCHEDULE 13D/A - --------------------- ------------------- CUSIP NO. 780921-10-2 Page 2 of 6 Pages - --------------------- ------------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Christopher A. Johnston -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------- 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 CITZENSHIP OR PLACE OF ORGANIZATION United States of America -------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,281,313 NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,281,313 PERSON --------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER -0- --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,281,313 -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6% -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D/A - --------------------- ------------------- CUSIP NO. 780921-10-2 Page 3 of 6 Pages - --------------------- ------------------- ITEM 1. SECURITY AND ISSUER. Common Stock, par value $.001 per share Royal Precision, Inc. 15170 North Hayden Road, Suite 1 Scottsdale, AZ 85260 ITEM 2. IDENTITY AND BACKGROUND. (a) Christopher A. Johnston (b) c/o Merbanco Incorporated 3490 Clubhouse Drive, Suite 102 Jackson, Wyoming 83001 (c) President of Merbanco Incorporated, 3490 Clubhouse Drive, Suite 102, Jackson, Wyoming 83001; a merchant banking company (d) During the last five years, Mr. Johnston has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Johnston has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. (f) Mr. Johnston is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. ITEM 4. PURPOSE OF TRANSACTION. Not applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) (i) Amount Beneficially Owned: 1,281,313 shares (ii) Percent of Class: 22.6% (b) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 1,281,313 (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: 1,281,313 (iv) Shared power to dispose or to direct the disposition of: -0- SCHEDULE 13D/A - --------------------- ------------------- CUSIP NO. 780921-10-2 Page 4 of 6 Pages - --------------------- ------------------- (c) Not applicable. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On August 31, 2001, Christopher A. Johnston ("CAJ") and the Johnston Family Charitable Remainder Unitrust #3 ("CRT #3") entered into a Put Agreement whereby the CRT #3 granted to CAJ the option to require the CRT #3 to purchase up to 200,000 shares of common stock of the Company owned by CAJ in lots of 25,000 shares during a two year period commencing August 31, 2001, at the greater of $2.00 per share or the Market Price (as defined in the Put Agreement) less $.50. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Put Agreement between the CRT #3 and Christopher A. Johnston dated August 31, 2001. SCHEDULE 13D/A - --------------------- ------------------- CUSIP NO. 780921-10-2 Page 5 of 6 Pages - --------------------- ------------------- SIGNATURE 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. September 12, 2001 ---------------------------------------- (Date) /s/ Christopher A. Johnston ---------------------------------------- (Signature) SCHEDULE 13D/A - --------------------- ------------------- CUSIP NO. 780921-10-2 Page 6 of 6 Pages - --------------------- ------------------- EXHIBIT INDEX Exhibit Description - ------- ----------- 1 Put Agreement between Johnston Family Charitable Remainder Unitrust #3 and Christopher A. Johnston dated August 31, 2001. EX-1 3 ex1.txt PUT AGREEMENT DATED 8-31-01 Exhibit 1 PUT AGREEMENT THIS PUT AGREEMENT (the "Agreement") dated as of August 31, 2001 ("Effective Date") between JOHNSTON FAMILY CHARITABLE REMAINDER UNITRUST #3, dated October 15, 1998 (the "Trust") and CHRISTOPHER A. JOHNSTON, an individual residing in Jackson, Wyoming ("CAJ"). WHEREAS, CAJ owns shares of common stock of Royal Precision, Inc. (the "Company"); and WHEREAS, the Trust wants to reserve the right to purchase a certain number of shares of the Company from CAJ. NOW THEREFORE, the parties hereto, intending to be legally bound and for good and valuable consideration, including, without limitation, the mutual covenants and promises set forth herein, do hereby agree as follows: Section 1. PUT RIGHT. The Trust hereby grants CAJ the option to require the Trust to purchase up to 200,000 shares of common stock of the Company (the "Shares") in lots of 25,000 Shares owned by CAJ (the "Option") on the following terms and conditions: Section 2. WINDOW. CAJ may exercise this Option at any time or from time to time during the period beginning on the Effective Date and ending on the second anniversary of such date by sending a written notice (a "Notice") to the Trust setting forth the number of Shares CAJ is requiring the Trust to purchase. Section 3. CLOSING. On the first day on which banks in the State of Wyoming are open for business (a "Business Day") following the third day of receipt of a Notice, a closing will be held at the offices of Merbanco Incorporated in Jackson Hole, Wyoming at 10:00 a.m. local time at which time CAJ shall deliver to the Trust a certificate representing the number of Shares to be purchased by the Trust and a stock power duly endorsed by CAJ for transfer to the Trust of such Shares with all signatures guaranteed by a medallion signature guarantee, and the Trust shall deliver to CAJ a bank or cashier's check drawn on a bank having an office in Jackson Hole, Wyoming payable to the order of the Trust in an amount equal to the 'Per Share Price' times the number of Shares to be purchased (the "Purchase Price"). Section 4. ADJUSTMENTS. If the Company: (a) pays a dividend or makes a distribution on its Shares in shares of its common stock; (b) subdivides its outstanding shares of common stock into a greater number of shares; (c) combines its outstanding shares of common stock into a smaller number of shares; (d) makes a distribution on its common stock in shares of its capital stock other than common stock; or (e) issues by recapitalization of its common stock any shares of its capital stock, then the Option and the Purchase Price in effect immediately prior to such action shall be adjusted so that the Trust may receive the number of shares of capital stock of the Company which it would have owned immediately following such action if it had purchased the Shares immediately prior to such action. This adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. Section 5. DEFINITIONS. "Per Share Price" shall mean the greater of (a) $2.00 or (b) current Market Price less $.50. "Market Price" shall mean the per Share closing price on the principal national securities exchange or the NASDAQ - National Market System on which the Shares are listed or admitted to trading on the day prior to the date of the Notice or, if no closing price can be determined for the date of determination, the most recent date for which such price can reasonably be ascertained, or if the Shares are not listed or admitted to trading on a national securities exchange or the NASDAQ - National Market System, the mean between the representative bid and asked per Share prices in the over-the-counter market at the closing of the day prior to the date of the Notice or the most recent such bid and asked prices then available, as reported by NASDAQ or if the Shares are not then quoted by NASDAQ, as furnished by any market maker selected from time to time by the Trust for that purpose. Section 6. MISCELLANEOUS. 6.1. NOTICES. Any notice or other communication hereunder must be given in writing and (a) delivered in person, (b) transmitted by telex, facsimile, e-mail or telecommunications mechanism provided that any notice so given is also mailed as provided in clause (c), or (c) mailed postage prepaid, return receipt requested, as follows: IF TO THE TRUST, ADDRESSED TO: Richard P. Johnston, Trustee Phone No. (307) 739-3010 4350 Greens Place Fax No. (520) 575-0320 Wilson, WY 83014 IF TO CAJ, ADDRESSED TO: Christopher A. Johnston Phone No. (307) 739-1188 Merbanco Incorporated Fax No. (307) 739-2288 P.O. Box 25182 3490 Club House Drive Suite 102 Jackson, Wyoming 83001 6.2. GOVERNING LAW, ETC. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming and shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be changed or amended in any manner whatsoever except in writing signed by each of the parties hereto. This Agreement may be executed in one or more counterparts, and all executed -2- counterparts shall constitute one and the same Agreement, binding on both parties, whether or not both parties have executed the original or same counterparts. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. JOHNSTON FAMILY CHARITABLE REMAINDER UNITRUST #3 By: /s/ Richard P. Johnston ------------------------------------- Richard P. Johnston, Trustee /s/ Christopher A. Johnston ------------------------------------- Christopher A. Johnston -----END PRIVACY-ENHANCED MESSAGE-----