0001591861-17-000002.txt : 20171102 0001591861-17-000002.hdr.sgml : 20171102 20171101173512 ACCESSION NUMBER: 0001591861-17-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20171102 DATE AS OF CHANGE: 20171101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS RESOURCES & ENERGY, INC. CENTRAL INDEX KEY: 0000002178 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 741753147 STATE OF INCORPORATION: DE FISCAL YEAR END: 0926 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13891 FILM NUMBER: 171170065 BUSINESS ADDRESS: STREET 1: 17 S. BRIAR HOLLOW LN. CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-881-3600 MAIL ADDRESS: STREET 1: P O BOX 844 CITY: HOUSTON STATE: TX ZIP: 77001 FORMER COMPANY: FORMER CONFORMED NAME: ADAMS RESOURCES & ENERGY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ADA RESOURCES INC DATE OF NAME CHANGE: 19790620 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Adams Barclay Cunningham CENTRAL INDEX KEY: 0001591861 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 17 S. BRIAR HOLLOW LANE CITY: HOUSTON STATE: TX ZIP: 77027 SC 13D/A 1 a4q2017schedule13da_110120.htm SC 13D/A Document


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)
_____________________________

ADAMS RESOURCES & ENERGY, INC.
(Name of Issuer)

Common Stock, par value $0.10 per share
(Title of Class of Securities)

006351 308
(CUSIP Number)

Josh C. Anders
Adams Resources & Energy, Inc.
17 South Briar Hollow Lane
Houston, Texas 77027
Tel:  (713) 881-3600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 27, 2017
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 (“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).






Schedule 13D/A

Common Stock CUSIP No. 006351 308
1
 
NAMES OF REPORTING PERSON
 
Amy Adams Strunk
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (see instructions)
(a) o
(b) o
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
 
00
5
 
CHECK BOX 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
 
7
 
SOLE VOTING POWER
110,884 Common Stock
Beneficially
Owned by
 
8
 
SHARED VOTING POWER
1,644,275 Common Stock
Each
Reporting
 
9
 
SOLE DISPOSITIVE POWER
110,884 Common Stock
Person With
 
10
 
SHARED DISPOSITIVE POWER
1,644,275 Common Stock
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,755,159 Common Stock
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 (see instructions)
o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.6%*
14
 
TYPE OF REPORTING PERSON
 
IN
  * Based on 4,217,596 Common Stock outstanding as of August 9, 2017.




Schedule 13D/A
Common Stock CUSIP No. 006351 308
1
 
NAMES OF REPORTING PERSON
 
Susan Adams Smith
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (see instructions)
(a) o
(b) o
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
 
00
5
 
CHECK BOX 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
 
7
 
SOLE VOTING POWER
114,685 Common Stock
Beneficially
Owned by
 
8
 
SHARED VOTING POWER
1,644,275 Common Stock
Each
Reporting
 
9
 
SOLE DISPOSITIVE POWER
114,685 Common Stock
Person With
 
10
 
SHARED DISPOSITIVE POWER
1,644,275 Common Stock
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,759,260 Common Stock
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.7%*
14
 
TYPE OF REPORTING PERSON
 
IN
 

* Based on 4,217,596 Common Stock outstanding as of August 9, 2017.




Schedule 13D/A
Common Stock CUSIP No. 006351 308
1
 
NAMES OF REPORTING PERSON
Jefferson Bank Trustee of the Article VI Trust UWO Nancy Neville Adams FBO Kenneth S. Adams IV

2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a) o
(b) o
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
 
00
5
 
CHECK BOX 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
 
7
 
SOLE VOTING POWER
86,167 Common Stock
Beneficially
Owned by
 
8
 
SHARED VOTING POWER
1,644,275 Common Stock
Each
Reporting
 
9
 
SOLE DISPOSITIVE POWER
86,167 Common Stock
Person With
 
10
 
SHARED DISPOSITIVE POWER
1,644,275 Common Stock
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,730,442 Common Stock
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.0%*
14
 
TYPE OF REPORTING PERSON
 
IN

  * Based on 4,217,596 Common Stock outstanding as of August 9, 2017.






Schedule 13D/A
Common Stock CUSIP No. 006351 308
1
 
NAMES OF REPORTING PERSON
 
Jefferson Bank Trustee of the Article VI Trust UWO Nancy Neville Adams FBO Barclay Adams
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a) o
(b) o
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS
 
00 (See Item 3)
5
 
CHECK BOX 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
 
7
 
SOLE VOTING POWER
86,766 Common Stock
Beneficially
Owned by
 
8
 
SHARED VOTING POWER
1,644,275 Common Stock
Each
Reporting
 
9
 
SOLE DISPOSITIVE POWER
86,766 Common Stock
Person With
 
10
 
SHARED DISPOSITIVE POWER
1,644,275 Common Stock
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,731,041 Common Stock
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.0%*
14
 
TYPE OF REPORTING PERSON
 
IN
  * Based on 4,217,596 Common Stock outstanding as of August 9, 2017







Item 1.  Security and Issuer

This Amendment No. 2 (this “Amendment”) on Schedule 13D initially filed on November 22, 2013 by the Reporting Persons (as defined below) with respect to the common stock, $0.10 par value (the “Common Stock”) of Adams Resources & Energy, Inc. a Delaware corporation (the “Issuer”), which has its principal executive office at 17 South Briar Hollow Lane, Suite 100, Houston, Texas 77027. Except as otherwise set forth herein, this Amendment does not modify any of the Reporting Persons in the Schedule 13D.

Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following paragraph:

On October 27, 2017, the Kenneth Stanley Adams, Jr., Trust (the “Trust”) conveyed 332,652 shares of common stock of the Issuer to the following beneficiaries in the following amounts: 110,884 shares to Susie Adams Smith, 110,884 shares to Amy Adams Strunk, 55,442 shares to Jefferson Bank, Trustee of the Article VI Trust UWO Nancy Neville FBO Kenneth Stanley Adams, IV, and 55,442 shares to Jefferson Bank, Trustee of the Article VI Trust UWO Nancy Neville Adams FBO Barclay Cunningham Adams.


Item 5.  Interest in Securities of the Issuer

Item 5 (a,b) of the Schedule 13D is hereby amended by replacing it in its entirety with the following.

(a,b) Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person.  Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person.  Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person.  Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person.  Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person.  Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person.  The percentage listed in Row 13 for each Reporting Person was calculated based on the 4,217,596 Common Stock reported to be outstanding on August 9, 2017 as set forth in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2017 .

(c) Except as set forth in Item 4 above, the Reporting Persons have not effected any transaction in the Common Stock of the Issuer during the past 60 days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities beneficially owned by any of the Reporting Persons.

(d) Not applicable


Item 7.  Material to be Filed as Exhibits

Exhibit 99.1 – Power of Attorney regarding filings under the Act.






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.

Date:  November 1, 2017

 
*
 
 
Barclay Cunningham Adams
 
 
 
 
 
*
 
 
Kenneth Stanley Adams, IV
 
 
 
 
 
*
 
 
Susan Adams Smith
 
 
 
 
 
*
 
 
Amy Adams Strunk
 
 
 
 
*By:
/s/ W.R. Scofield
 
 
W.R. Scofield
 
 
Attorney-in-Fact
 



This Schedule 13D/A was executed by W.R. Scofield on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 99.1.



 EX-99.1 2 exhibit991poa_schedule13da.htm EXHIBIT 99.1 Exhibit


EXHIBIT 99.1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints W.R. Scofield with full power to act singly, his or her true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed for and on behalf of himself or herself in any and all capacities, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.

Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in fact.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 31st day of October, 2017.

/s/ Barclay Cunningham Adams
 
Barclay Cunningham Adams
 
 
 
/s/ Kenneth Stanley Adams, IV
 
Kenneth Stanley Adams, IV
 
 
 
/s/ Susan Adams Smith
 
Susan Adams Smith
 
 
 
/s/ Amy Adams Strunk
 
Amy Adams Strunk