0000914317-05-000114.txt : 20120628
0000914317-05-000114.hdr.sgml : 20120628
20050113112421
ACCESSION NUMBER: 0000914317-05-000114
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050113
DATE AS OF CHANGE: 20050113
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: HASTINGS MANUFACTURING CO
CENTRAL INDEX KEY: 0000046109
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714]
IRS NUMBER: 380633740
STATE OF INCORPORATION: MI
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-03816
FILM NUMBER: 05527360
BUSINESS ADDRESS:
STREET 1: 325 N HANOVER ST
CITY: HASTINGS
STATE: MI
ZIP: 49058
BUSINESS PHONE: 6169452491
MAIL ADDRESS:
STREET 1: 325 NORTH HANOVER STREET
CITY: HASTINGS
STATE: MI
ZIP: 49058
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: DINGER CARL W III
CENTRAL INDEX KEY: 0001029713
IRS NUMBER: 143468816
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 57D INVERRARY LANE
CITY: SUGAR LAND
STATE: TX
ZIP: 77479
BUSINESS PHONE: 9734089377
MAIL ADDRESS:
STREET 1: 7 LAKE TRAIL WEST
CITY: MORRISTOWN
STATE: NJ
ZIP: 07960
SC 13D/A
1
form13da-65055_cd.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HASTINGS MANUFACTURING CO.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
--------------------------------------------------------------------------------
(Title of class of securities)
418398103
--------------------------------------------------------------------------------
(CUSIP Number)
CARL WILLIAM DINGER III
PO BOX 150
GREEN VILLAGE, NJ 07935
(973-408-9377)
--------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to
receive notices and communications)
January 12, 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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of 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).
CUSIP No.
1. NAMES OF THE REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
Carl W. Dinger III* ###-##-####
Ashley E. Dinger Trust 22-6710058
Caleigh N. Dinger Trust 22-6710059
Shelby C. Dinger Trust 22-6739944
The Charlotte Dinger Trust 22-6746064
(*individually and as trustee for three separate irrevocable trusts for the
benefit of Carl W. Dinger III's children)
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) / X /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO of each reporting person of the group
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Carl W. Dinger III - USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
50,827
8. SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
50,827
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
Carl W. Dinger III - 21,400 shares
Ashley E. Dinger Trust - 8,000
Caleigh N. Dinger Trust - 7,700
Shelby C. Dinger Trust- 3,727
Charlotte Dinger Trust- 10,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.67%
14. TYPE OF REPORTING PERSON
IN
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
The following constitutes the Schedule 13D filed by the undersigned
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $2 par value per share ("the
shares"), of Hastings Manufacturing Company, (the "Issuer"). The principal
offices of the Issuer are at 325 North Hanover Street, Hastings, Michigan 49058
ITEM 2. IDENTITY AND BACKGROUND
a.) This statement is being filed jointly by Carl W. Dinger III, individually
and as trustee for four individual trusts, (the "Filers"). The
beneficiaries of the irrevocable trusts are Carl W. Dinger III and the
children of Carl W. Dinger III; Ashley E. Dinger, Caleigh N. Dinger and
Shelby C. Dinger. Jeff E. Dinger is a co-trustee of the four trusts.
b.) The principal address of each person or entity in the group is as follows:
Carl W. Dinger III (individually and as trustee)
PO Box 150
Green Village, NJ 07935
c.) Present Principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such
employment is conducted;
Carl W. Dinger III - Consultant/Officer of Carousel World LP
d.) No reporting person in the group has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
e.) None of the reporting persons in this group has, during the last five
years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding 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.
f.) Mr. Carl W. Dinger III and Jeffrey E. Dinger are citizens of the United
States.
ITEM 3. SOURCE OF FUNDS
The source of funds of each of the filer are personal funds in two accounts,
borrowings from investment brokerage accounts supported by several equity
holdings. The three irrevocable trusts have no such borrowings.
ITEM 4. PURPOSE OF THE TRANSACTION
The reporting group has purchased the shares for investment purposes and
may buy or sell shares at anytime. The filers believe the Issuer's shares are
undervalued and that the management is executing a turnaround of the Issuer's
business in a tough business environment.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
a.) As reported in the Issuer's 10Q for the year ending September 30, 2003 the
issuer had 762,446 common shares outstanding. The filing group owns 50,827
common shares representing 6.67% of the Issuer's shares outstanding. Each member
of the group owns shares as follows:
Carl W. Dinger III 21,400
Ashley E. Dinger Trust* 8,000
Caleigh N. Dinger Trust* 7,700
Shelby C. Dinger Trust* 3,727
Charlotte Dinger Trust* 10,000
*Children of Carl W. Dinger III with Carl W. Dinger III and Jeff Dinger act as
trustees.
b.) Carl W. Dinger III retains voting control over his holdings. Carl W. Dinger
III and Jeff Dinger vote the shares for the trusts as trustees.
c.) Transactions over the past sixty days are as follows, (all purchases):
For the Ashley Dinger Trust:
Date: Shares: Average Price:
11/16/2004 2,800 $1.65
12/23/2004 500 $1.80
12/30/2004 2,500 $1.80
For the Caleigh Nicole Dinger Trust:
Date: Shares: Average Price:
11/15/2004 1,500 $1.65
11/16/2004 1,000 $1.65
11/23/2004 1,000 $1.65
11/30/2004 100 $1.65
12/17/2004 500 $1.65
12/21/2004 2,500 $1.80
For the Shelby Charlotte Dinger Trust:
Date: Shares: Average Price:
12/30/2004 700 $1.80
1/12/2005 827 $2.00
d.) No person other than the Reporting Persons is known to have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such shares of common stock.
e.) Not applicable
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than described herein, there are no contracts, arrangements or
understandings among the Reporting Persons, or between the Reporting Persons and
any other Person, with respect to the securities of the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
There are no materials to be filed as exhibits.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
January 12, 2005
-----------------------------------------------
Date
(Carl W. Dinger III)
-----------------------------------------------
Carl W. Dinger III, Individually and as Trustee
(Jeffrey E. Dinger)
-----------------------------------------------
Jeffrey E. Dinger, as Trustee