-----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, NsdYgBKo1IMtPevj0NtZwbQtCGWPQJ0ALIIUGh7xmKvY8+OytOtfXidTFePz78S/ bxLBAuLKOAj34mhgsAmU9Q== 0001104659-10-026550.txt : 20100507 0001104659-10-026550.hdr.sgml : 20100507 20100506195719 ACCESSION NUMBER: 0001104659-10-026550 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100507 DATE AS OF CHANGE: 20100506 GROUP MEMBERS: ANDRE J. ERICKSON TRUST GROUP MEMBERS: CONSUMER PRODUCTS CORPORATION GROUP MEMBERS: DIANE M. ERICKSON GROUP MEMBERS: DIVERSIFIED DYNAMICS, INC. GROUP MEMBERS: PAIGE E. HARDING TRUST GROUP MEMBERS: PHYLLIS K. HARDING GROUP MEMBERS: WILLIAM L. BRUGGEMAN, JR. AND RUTH BRUGGEMAN, JOINT TENANTS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRUGGEMAN WILLIAM CENTRAL INDEX KEY: 0001272202 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CUBIC ENERGY INC CENTRAL INDEX KEY: 0000319156 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 870352095 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52119 FILM NUMBER: 10809816 BUSINESS ADDRESS: STREET 1: 9870 PLANO ROAD STREET 2: 9870 PLANO ROAD CITY: DALLAS STATE: TX ZIP: 75238 BUSINESS PHONE: 972-681-8047 MAIL ADDRESS: STREET 1: 9870 PLANO ROAD STREET 2: 9870 PLANO ROAD CITY: DALLAS STATE: TX ZIP: 75238 FORMER COMPANY: FORMER CONFORMED NAME: ROSELAND OIL & GAS INC DATE OF NAME CHANGE: 19931025 SC 13D/A 1 a10-9679_1sc13da.htm AMENDMENT

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE

13d-2(a)

(Amendment No. 6)

 

Cubic Energy, Inc.

(Name of Issuer)

 

Common Stock, $0.05 par value

(Title of Class of Securities)

 

777429200

(CUSIP Number)

 

Diane M. Erickson, 1681 94th Lane NE

Minneapolis, MN 55449, (763)785-5780

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

 

May 6, 2010

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

 

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 (the “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:  150925204

13D

 

 

1

Names of Reporting Persons
William Bruggeman Jr. Revocable Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF; OO; WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Minnesota

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
14,858,904

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
14,858,904

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
14,858,904

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
19.7%*

 

 

14

Type of Reporting Person
OO

 


*              Based on 75,394,579 shares of common stock of Cubic Energy, Inc. outstanding as of March 18, 2010.

 

2



 

CUSIP:  150925204

13D

 

 

1

Names of Reporting Persons
William L. Bruggeman, Jr. and Ruth Bruggeman, Joint Tenants with Rights of Survivorship

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF; OO; WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
14,858,904

 

8

Shared Voting Power
2,275,074

 

9

Sole Dispositive Power
14,858,904

 

10

Shared Dispositive Power
2,275,074

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
17,133,978

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
22.7%*

 

 

14

Type of Reporting Person
IN

 


*              Based on 75,394,579 shares of common stock of Cubic Energy, Inc. outstanding as of March 18, 2010.

 

3



 

CUSIP:  150925204

13D

 

 

1

Names of Reporting Persons
Diversified Dynamics, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF; OO; WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
2,155,074

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
2,155,074

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,155,074

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.9%*

 

 

14

Type of Reporting Person
CO

 


*              Based on 75,394,579 shares of common stock of Cubic Energy, Inc. outstanding as of March 18, 2010.

 

4



 

CUSIP:  150925204

13D

 

 

1

Names of Reporting Persons
Consumer Products Corporation

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
120,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
120,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
120,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.2%*

 

 

14

Type of Reporting Person
CO

 


*              Based on 75,394,579 shares of common stock of Cubic Energy, Inc. outstanding as of March 18, 2010.

 

5



 

CUSIP:  150925204

13D

 

 

1

Names of Reporting Persons
Phyllis K. Harding

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
278,850

 

8

Shared Voting Power
615,598

 

9

Sole Dispositive Power
278,850

 

10

Shared Dispositive Power
615,598

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
894,448

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.2%*

 

 

14

Type of Reporting Person
IN

 


*              Based on 75,394,579 shares of common stock of Cubic Energy, Inc. outstanding as of March 18, 2010.

 

6



 

CUSIP:  150925204

13D

 

 

1

Names of Reporting Persons
Diane M. Erickson

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
403,385

 

8

Shared Voting Power
610,598

 

9

Sole Dispositive Power
403,385

 

10

Shared Dispositive Power
610,598

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,013,983

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.3%*

 

 

14

Type of Reporting Person
IN

 


*              Based on 75,394,579 shares of common stock of Cubic Energy, Inc. outstanding as of March 18, 2010.

 

7



 

CUSIP:  150925204

13D

 

 

1

Names of Reporting Persons
Andre J. Erickson Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Minnesota

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
30,478

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
30,478

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
30,478

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%*

 

 

14

Type of Reporting Person
OO

 


*              Based on 75,394,579 shares of common stock of Cubic Energy, Inc. outstanding as of March 18, 2010.

 

8



 

CUSIP:  150925204

13D

 

 

1

Names of Reporting Persons
Paige E. Harding Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Minnesota

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
25,713

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
25,713

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
25,713

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.0%*

 

 

14

Type of Reporting Person
OO

 


*              Based on 75,394,579 shares of common stock of Cubic Energy, Inc. outstanding as of March 18, 2010.

 

9



 

CUSIP:  150925204

13D

 

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 6”) amends the Schedule 13D/A filed on March 27, 2009 (the “Original Schedule 13D”).  Each capitalized term used and not defined in this Amendment No. 6 shall have the meaning assigned to such term in the Original Schedule 13D.

 

This Amendment No. 6 is being filed to update certain information in Items 2, 4, 5, 6 and 7 of the Original Schedule 13D. This Amendment No. 6 amends the Original Schedule 13D as specifically set forth herein; reference is made to the Original Schedule 13D for information on the matters not specifically addressed in this Amendment No. 6. Except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect.

 

Item 2.                                                           Identity and Background.

 

Item 2 of the Original Schedule 13D is being amended and restated as follows:

 

(a), (b), (c) and (f)

 

The persons filing this Amendment No. 6 are the William Bruggeman Jr. Revocable Trust (the “Bruggeman Trust”), William L. Bruggeman, Jr. and Ruth Bruggeman, Joint Tenants with Rights of Survivorship (the “Bruggemans”), Diversified Dynamics, Inc., a Minnesota corporation controlled by the Bruggemans (“Diversified”), Consumer Products Corporation, a Minnesota corporation controlled by the Bruggemans (“Consumer Products”), Diane M. Erickson, Phyllis K. Harding, the Andre J. Erickson Trust (the “Erickson Trust”) and the Paige E. Harding Trust (the “Harding Trust” and all collectively referred to as the “Reporting Persons”).

 

The Bruggeman Trust is a trust created under the laws of Minnesota.  The Bruggemans are joint trustees of the Bruggeman Trust.

 

The Bruggemans are citizens of the United States and their principal address is 1681 94th Lane, NE, Minneapolis, Minnesota 55449.  William L. Bruggeman, Jr. serves as CEO and Chairman of the Board of Directors of Diversified.  Ruth Bruggeman serves as Vice President and Director of Diversified and as President and Director of Consumer Products.

 

Ms. Harding is a citizen of the United States and her principal address is 1681 94th Lane, NE, Minneapolis, Minnesota 55449.  Ms. Harding currently works as an executive advisor to Diversified and is also a member of the Board of Directors of Cubic Energy, Inc. (the “Company” or “Issuer”).

 

Ms. Erickson is a citizen of the United States and her principal address is 1681 94th Lane, NE, Minneapolis, Minnesota 55449.  Ms. Erickson currently works as a Senior Vice President and Director of Diversified and is also a member of the Board of Directors of the Company.

 

The principal address of Diversified is 1681 94th Lane, NE, Minneapolis, Minnesota 55449.  Diversified is primarily involved in the manufacture of triplex piston and plunger pumps.  The principal address of Consumer Products is 1681 94th Lane, NE, Minneapolis, Minnesota 55449.  Consumer Products is not currently involved in any active business.  The names and business addresses of the directors and executive officers of each of Diversified and Consumer Products are set forth on Attachment I to this Amendment No. 6 and incorporated herein by reference. All persons named on Attachment I to this Amendment No. 6 are citizens of the United States.

 

The Erickson Trust is a trust created under the laws of Minnesota.  Ms. Erickson and Ms. Harding are joint trustees of the Erickson Trust.

 

The Harding Trust is a trust created under the laws of Minnesota.  Ms. Erickson and Ms. Harding are joint trustees of the Harding Trust.

 

(d) and (e)

 

During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or

 

10



 

CUSIP:  150925204

13D

 

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.

 

Item 4.                                                           Purpose of Transaction.

 

Item 4 of the Original Schedule 13D is being amended and restated as follows:

 

Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the following actions:

 

(a)                       The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b)                      An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)                       A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)                      Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)                       Any material change in the present capitalization or dividend policy of the Issuer;

 

(f)                         Any other material change in the Issuer’s business or corporate structure;

 

(g)                      Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)                      Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)                          A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 

(j)                          Any action similar to any of those enumerated above.

 

In connection with the Annual Meeting of the Issuer scheduled for May 7, 2010, the Reporting Persons have voted all of their shares against each candidate for election as a Director, other than William L. Bruggeman, Jr. and Phyllis K. Harding, and against the ratification of the amendment of the 2005 Stock Option Plan (the “Stock Plan”).  The Reporting Persons understand that Steven S. Bruggeman, Thomas W. Bruggeman, Daniel J. Bruggeman, Jon J. Bruggeman and William L. Bruggeman III, who are family members of William L. Bruggeman, Jr. (the “Family Members”), will also vote an aggregate of 5,539,072 shares of Common Stock held beneficially by them against each candidate for Director (except Ms. Harding and Mr. Bruggeman) and against the amendment to the Stock Plan.  The Reporting Persons expect each of the Family Members to become parties to the Joint Filing Agreement described in Item 6 below and to become Reporting Persons in an amendment to this Schedule 13D.

 

The Reporting Persons, individually or as part of a group of the Reporting Persons, plan to meet with representatives of the Issuer and third parties, including other shareholders and creditors of the Issuer, to discuss the Reporting Persons’ views with respect to the operations, assets, capital structure, ownership and control of the Issuer.  At any such meeting, the Reporting Persons may make certain proposals relating to changes in the operations, assets, capital structure, ownership or control of the Issuer or discuss their views with respect to any proposals of others.

 

11



 

CUSIP:  150925204

13D

 

The Reporting Persons reserve the right to (i) dispose of all or part of their investment in the Common Stock at any time, (ii) acquire additional shares of Common Stock by tender offer, in the open market, in private transactions or otherwise, (iii) propose a merger or similar business combination with the Issuer or its affiliates, (iv) seek control of the Issuer by stock ownership or otherwise, (v) seek to influence the selection by the Issuer of candidates for election to the Issuer’s Board of Directors, (vi) seek to encourage one or more existing Directors to resign from the Issuer’s Board of Directors or not stand for election, or (vii) take any other action with respect to the Issuer.

 

The Reporting Persons intend to use their position, including voting power, as shareholders of the Issuer to encourage changes in the Issuer’s operations, assets, capital structure, ownership or control or any transactions that they believe to be beneficial to their interests.  Among other transactions the Reporting Persons may encourage are the types of transactions described in clauses (a) through (j) of Item 4 of the Schedule 13D form.  The Reporting Persons may also consider supporting proposals by third parties to engage in such transactions.

 

In addition, two of the Reporting Persons, William L. Bruggeman, Jr. and Phyllis K. Harding are members of the Board of Directors of the Issuer.  When acting in their capacities as Directors, Mr. Bruggeman and Ms. Harding can be expected to express some or all of the views of the Reporting Persons to other members of the Board of Directors.  There is no agreement or understanding between Mr. Bruggeman or Ms. Harding and any of the other Reporting Persons, regarding their respective conduct as Directors, and in performing their duties as Directors, and Mr. Bruggeman and Ms. Harding expect to act in accordance with their duties to the Issuer and in accordance with applicable law.  To the extent that they are acting in their capacities as members of the Issuer’s Board of Directors when advocating or supporting a position, course of action or transaction, Mr. Bruggeman and Ms. Harding do not expect to report such actions on an amendment to this Schedule 13D, and such actions should not be attributed to the Reporting Persons other than the Director in question, in that capacity.

 

Item 5.                                                           Interest in Securities of the Issuer.

 

Item 5 of the Original Schedule 13D is being amended and restated as follows:

 

(a)  The Bruggemans are deemed to beneficially own, in the aggregate, 17,133,978 shares of Common Stock, which represents 22.7% of the outstanding Common Stock of the Company. William L. Bruggeman, Jr. serves as CEO and Chairman of the Board of Directors of Diversified and Ruth Bruggeman serves as Vice President and Director of Diversified and as President and Director of Consumer Products, and therefore, the Bruggemans are deemed to beneficially own the 2,275,074 shares of Common Stock owned by Diversified and Consumer Products.  Also, William L. Bruggeman, Jr. and Ruth Bruggeman are joint trustees in the Bruggeman Trust and in their capacity as such have the power to dispose or direct the disposition of the 14,858,904 shares of Common Stock held by the Bruggeman Trust.  Accordingly, the Bruggemans are deemed to beneficially own the shares of Common Stock held by Diversified, Consumer Products and the Bruggeman Trust.

 

Diversified owns 2,155,074 shares of Common Stock, representing approximately 2.9% of the Issuer’s outstanding shares of Common Stock.  Consumer Products owns 120,000 shares of Common Stock, representing approximately 0.2% of the Issuer’s outstanding shares of Common Stock.

 

Ms. Harding is deemed to be the beneficial owner of 894,448 shares of Common Stock, representing approximately 1.2% of the Issuer’s outstanding shares of Common Stock.  Of these shares of Common Stock, Ms. Harding individually owns 278,850 shares of Common Stock.  Ms. Harding and Ms. Erickson hold 554,407 shares of Common Stock as joint tenants with right of survivorship.  Also, Ms. Harding is deemed to beneficially own the shares of Common Stock held by the Erickson Trust and Harding Trust, as discussed below.  In addition, Ms. Harding has the power to dispose or direct the disposition of 5,000 shares held by Maya R. Harding, Dominic Woods and Paige E. Harding and as such is deemed to beneficially own such shares.

 

Ms. Erickson is deemed to be the beneficial owner of 1,013,983 shares of Common Stock, representing approximately 1.3% of the Issuer’s outstanding shares of Common Stock.  Of these shares of Common Stock, Ms. Erickson individually owns 403,385 shares of Common Stock.  Also, Ms. Erickson may be deemed to beneficially own the shares of Common Stock held by the Erickson Trust and Harding Trust, as discussed below.

 

12



 

CUSIP:  150925204

13D

 

The Erickson Trust holds 30,478 shares of Common Stock, representing less than 0.1% of the outstanding Common Stock of the Company.  Ms. Harding and Ms. Erickson are joint trustees in the Erickson Trust and in their capacity as such have the power to dispose or direct the disposition of the 30,478 shares of Common Stock held by the Erickson Trust.  Accordingly, Ms. Harding and Ms. Erickson are deemed to beneficially own the shares of Common Stock held by the Erickson Trust.

 

The Harding Trust holds 25,713 shares of Common Stock, representing less than 0.1% of the outstanding Common Stock of the Company.  Ms. Harding and Ms. Erickson are joint trustees in the Harding Trust and in their capacity as such have the power to dispose or direct the disposition of the 25,713 shares of Common Stock held by the Harding Trust.  Accordingly, Ms. Harding and Ms. Erickson are deemed to beneficially own the shares of Common Stock held by the Harding Trust.

 

The Family Members own an aggregate of 5,539,072 shares of Common Stock, representing approximately 7.3% of the Issuer’s outstanding shares of Common Stock.  The ownership of Common Stock by the Family Members is as follows:  (i) Steven Scott Bruggeman beneficially, directly and through one or more trusts, owns 3,028,245 shares of Common Stock; (ii) Thomas William Bruggeman beneficially, directly and through one or more trusts, owns 812,407 shares of Common Stock; (iii) Daniel John Bruggeman beneficially, directly and through one or more trusts, owns 410,500 shares of Common Stock; (iv) Jon Joseph Bruggeman beneficially, directly and through one or more trusts, owns 664,843 shares of Common Stock and (v) William Louis Bruggeman III beneficially, directly and through one or more trusts, owns 623,077 shares of Common Stock.

 

The foregoing percentages are based on 75,394,579 shares of Common Stock outstanding on March 18, 2010, as disclosed by the Company’s Definitive Proxy Statement filed on April 1, 2010.

 

(b)  The Bruggemans have sole voting and sole dispositive power with respect to 14,858,904 shares of Common Stock.  Each of the Bruggemans and Diversified may be deemed to have shared voting and dispositive power with respect to the 2,155,074 shares of Common Stock held by Diversified.  Each of the Bruggemans and Consumer Products may be deemed to have shared voting and dispositive power with respect to the 120,000 shares of Common Stock held by Consumer Products.

 

Ms. Harding has sole voting and sole dispositive power with respect to 278,850 shares of Common Stock.  Ms. Erickson has sole voting and sole dispositive power with respect to 403,385 shares of Common Stock.  Each of Ms. Harding and Ms. Erickson may be deemed to have shared voting and dispositive power with respect to (i) the 554,407 shares of Common Stock they own together as joint tenants with right of survivorship, (ii) the 30,478 shares of Common Stock held by the Erickson Trust and (iii) the 25,713 shares of Common Stock held by the Harding Trust.

 

(c)  None.

 

(d)  Not applicable.

 

(e)  Not applicable.

 

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

 

Item 6 of the Original Schedule 13D is being amended and restated as follows:

 

The Reporting Persons have entered into a Joint Filing Agreement with respect to this Statement.  The Joint Filing Agreement is attached in its entirety hereto as Exhibit 10.1.

 

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons and between the Reporting Persons and any other Person with respect to securities of the Issuer.

 

13



 

CUSIP:  150925204

13D

 

Item 7.                    Material to be Filed as Exhibits.

 

Item 7 of the Original Schedule 13D is being amended and restated as follows:

 

10.1                                                                           Joint Filing Agreement By and Among Reporting Persons

 

14



 

CUSIP:  150925204

13D

 

SIGNATURES

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: May 6, 2010

 

 

 

 

WILLIAM BRUGGEMAN JR. REVOCABLE TRUST

 

 

 

 

 

/s/ William L. Bruggeman, Jr.

 

William L. Bruggeman, Jr., its Trustee

 

 

 

/s/ Ruth J. Bruggeman

 

Ruth J. Bruggeman, its Trustee

 

 

 

 

 

WILLIAM L. BRUGGEMAN, JR. AND RUTH BRUGGEMAN, JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP

 

 

 

 

 

/s/ William L. Bruggeman, Jr.

 

William L. Bruggeman, Jr.

 

 

 

/s/ Ruth J. Bruggeman

 

Ruth J. Bruggeman

 

 

 

 

 

DIVERSIFIED DYNAMICS, INC.

 

 

 

 

 

By:

/s/ William L. Bruggeman, Jr.

 

 

William L. Bruggeman, Jr.

 

 

Chief Executive Officer

 

 

 

 

 

CONSUMER PRODUCTS CORPORATION

 

 

 

 

 

By:

/s/ Ruth J. Bruggeman

 

 

Ruth J. Bruggeman,

 

 

President

 

 

 

 

 

 

 

/s/ Phyllis K. Harding

 

Phyllis K. Harding, in her individual capacity

 

15



 

CUSIP:  150925204

13D

 

 

/s/ Diane M. Erickson

 

Diane M. Erickson, in her individual capacity

 

 

 

 

 

ANDRE J. ERICKSON TRUST

 

 

 

 

 

/s/ Phyllis K. Harding

 

Phyllis K. Harding, its Trustee

 

 

 

/s/ Diane M. Erickson

 

Diane M. Erickson, its Trustee

 

 

 

 

 

PAIGE E. HARDING TRUST

 

 

 

 

 

/s/ Phyllis K. Harding

 

Phyllis K. Harding, its Trustee

 

 

 

/s/ Diane M. Erickson

 

Diane M. Erickson, its Trustee

 

16



 

CUSIP:  150925204

13D

 

ATTACHMENT 1

 

The name, business address, and principal occupation of the directors and executive officers of Diversified Dynamics, Inc., are as follows:

 

DIRECTORS

 

Name

 

Business Address

 

Office

 

 

 

 

 

William L. Bruggeman, Jr.

 

1681 94th Lane NE, Minneapolis, MN 55449

 

Chairman

 

 

 

 

 

Steven S. Bruggeman

 

1681 94th Lane NE, Minneapolis, MN 55449

 

Director

 

 

 

 

 

Thomas W. Bruggeman

 

1681 94th Lane NE, Minneapolis, MN 55449

 

Director

 

 

 

 

 

Ruth J. Bruggeman

 

1681 94th Lane NE, Minneapolis, MN 55449

 

Director

 

 

 

 

 

Diane M. Erickson

 

1681 94th Lane NE, Minneapolis, MN 55449

 

Director

 

EXECUTIVE OFFICERS

 

Name

 

Business Address

 

Office

 

 

 

 

 

William L. Bruggeman, Jr.

 

1681 94th Lane NE, Minneapolis, MN 55449

 

CEO

 

 

 

 

 

Steven S. Bruggeman

 

1681 94th Lane NE, Minneapolis, MN 55449

 

President

 

 

 

 

 

Thomas W. Bruggeman

 

1681 94th Lane NE, Minneapolis, MN 55449

 

Vice President

 

 

 

 

 

Ruth J. Bruggeman

 

1681 94th Lane NE, Minneapolis, MN 55449

 

Vice President

 

 

 

 

 

Diane M. Erickson

 

1681 94th Lane NE, Minneapolis, MN 55449

 

Senior Vice President

 

The name, business address, and principal occupation of the directors and executive officers of Consumer Products Corporation are as follows:

 

DIRECTORS

 

Name

 

Business Address

 

Office

 

 

 

 

 

Ruth J. Bruggeman

 

1681 94th Lane NE, Minneapolis, MN 55449

 

Director

 

 

 

 

 

Gretchen Bruggeman

 

1681 94th Lane NE, Minneapolis, MN 55449

 

Director

 

17



 

CUSIP:  150925204

13D

 

EXECUTIVE OFFICERS

 

Name

 

Business Address

 

Office

 

 

 

 

 

Ruth J. Bruggeman

 

1681 94th Lane NE, Minneapolis, MN 55449

 

President

 

 

 

 

 

Gretchen Bruggeman

 

1681 94th Lane NE, Minneapolis, MN 55449

 

Vice President

 

18


EX-10.1 2 a10-9679_1ex10d1.htm EX-10.1

Exhibit 10.1

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below.  The undersigned each acknowledge that they shall be responsible for the timely filing of such amendments to the Schedule 13D as shall be required, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate.  Each party to this Joint Filing Agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement on Schedule 13D including an amendment to add additional parties as necessary.  This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.  Any party may withdraw from this Joint Filing Agreement by providing written notice to that effect to the other parties.

 

Date: May 6, 2010

 

 

 

 

 

 

WILLIAM BRUGGEMAN JR. REVOCABLE TRUST

 

 

 

 

 

/s/ William L. Bruggeman, Jr.

 

William L. Bruggeman, Jr., its Trustee

 

 

 

/s/ Ruth J. Bruggeman

 

Ruth J. Bruggeman, its Trustee

 

 

 

 

 

WILLIAM L. BRUGGEMAN, JR. AND RUTH BRUGGEMAN, JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP

 

 

 

 

 

/s/ William L. Bruggeman, Jr.

 

William L. Bruggeman, Jr.

 

 

 

/s/ Ruth J. Bruggeman

 

Ruth J. Bruggeman

 

 

 

 

 

DIVERSIFIED DYNAMICS, INC.

 

 

 

 

 

By:

/s/ William L. Bruggeman, Jr.

 

 

William L. Bruggeman, Jr.

 

 

Chief Executive Officer

 

1



 

 

CONSUMER PRODUCTS CORPORATION

 

 

 

 

 

By:

/s/ Ruth J. Bruggeman

 

 

Ruth J. Bruggeman,

 

 

President

 

 

 

 

 

 

 

/s/ Phyllis K. Harding

 

Phyllis K. Harding, in her individual capacity

 

 

 

 

 

/s/ Diane M. Erickson

 

Diane M. Erickson, in her individual capacity

 

 

 

 

 

ANDRE J. ERICKSON TRUST

 

 

 

 

 

/s/ Phyllis K. Harding

 

Phyllis K. Harding, its Trustee

 

 

 

/s/ Diane M. Erickson

 

Diane M. Erickson, its Trustee

 

 

 

 

 

PAIGE E. HARDING TRUST

 

 

 

 

 

/s/ Phyllis K. Harding

 

Phyllis K. Harding, its Trustee

 

 

 

/s/ Diane M. Erickson

 

Diane M. Erickson, its Trustee

 

2


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