-----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, CO97pJ+LwbzfzMPn2M7wJ+AJ4jpFm0wvpxQk9Uc9mf0MiLIOfkv8AYBZv33oMzyT 1kpuSxamkqYqS5WVwKOwoA== 0000950147-99-001169.txt : 19991101 0000950147-99-001169.hdr.sgml : 19991101 ACCESSION NUMBER: 0000950147-99-001169 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991029 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARIZONA INSTRUMENT CORP CENTRAL INDEX KEY: 0000724904 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 860410138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34578 FILM NUMBER: 99737413 BUSINESS ADDRESS: STREET 1: 4114 E WOOD ST CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6024701414 MAIL ADDRESS: STREET 1: 4114 E WOOD STREET CITY: PHOENIX STATE: AZ ZIP: 85040 FORMER COMPANY: FORMER CONFORMED NAME: QUINTEL CORP DATE OF NAME CHANGE: 19870329 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTRAC INSTRUMENTS INC DATE OF NAME CHANGE: 19840613 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN HERBERT WILLIAM III CENTRAL INDEX KEY: 0001095592 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: PHOENIX STATE: AZ ZIP: 85003 SC 13D/A 1 AMENDMENT 2 TO SCHEDULE 13D ------------------------------------ OMB APPROVAL ------------------------------------ OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours to perform.......... 14.90 ------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2)* ARIZONA INSTRUMENT CORPORATION ------------------------------ (Name of Issuer) Common Stock, $.01 par value per share ------------------------------ (Title of Class of Securities) 040903205 -------------- (CUSIP Number) Linda Shepherd Arizona Instrument Corporation 1912 W. 4th St. Tempe, AZ 85281 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 28, 1999 ------------------------------------------------------- (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 [ ]. 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 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). SCHEDULE 13D/A - ------------------- ----------------- CUSIP NO. 040903205 PAGE 2 OF 5 PAGES - ------------------- ----------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Herbert William Morgan III -------------------------------------------------------------------------- 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 U.S.A. -------------------------------------------------------------------------- 7 SOLE VOTING POWER 111,439 NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 111,439 PERSON --------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 111,439 -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.17618% -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------- SCHEDULE 13D/A - ------------------- ----------------- CUSIP NO. 040903205 PAGE 3 OF 5 PAGES - ------------------- ----------------- ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, par value $.01 per share (the "Common Stock"), of Arizona Instrument Corporation, a Delaware corporation (the "Company"), whose principal executive offices are located at 1912 W. 4th St., Tempe, Arizona 85281. ITEM 2. IDENTITY AND BACKGROUND. The name, address, and background information for the person filing this statement is as follows: (a) Name: Herbert W. Morgan III (b) Business Address: 6037 E. Jenan Drive Scottsdale, AZ 85254 (c) Principal place of Business: Senior Vice President, Director of Sales Pilgrim Securities 40 North Central Ave., Suite 1200 Phoenix, AZ 85004 (d) Criminal proceedings within last five years: None. (e) Civil proceedings within last five years: None. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Between August 26, 1999 and September 16, 1999, Mr. Morgan acquired 80,100 shares shares of Common Stock (the "Acquired Stock") through the open market for $316,081.89. Before August 26, 1999, Mr. Morgan did not beneficially own any shares of Common Stock. Since Mr. Morgan's original Schedule 13D filing dated September 23, 1999, Mr. Morgan has acquired additional shares of Common Stock in the company. Between September 17, 1999 and October 1, 1999, Mr. Morgan used personal funds to purchase an additional 29,300 shares of Common Stock through the open market for $148,795.51. Since Mr. Morgan's Schedule 13D Amendment filing dated October 11, 1999, Mr. Morgan has acquired additional shares of Common Stock in the Company. Between October 11, 1999 and October 13, 1999, Mr. Morgan purchased and additional 2,039 shares of Common Stock through the open market using personal funds. ITEM 4. PURPOSE OF TRANSACTION. Mr. Morgan stated in the Schedule 13D Amendment dated October 20, 1999 that he planned to call a Special Meeting of the Company's Common Stock shareholders to propose that he, John "Jack" McGuire, and Donald J. Moore be elected to the Company's Board of Directors. SCHEDULE 13D/A - ------------------- ----------------- CUSIP NO. 040903205 PAGE 4 OF 5 PAGES - ------------------- ----------------- Since Mr. Morgan's Schedule 13D Amendment filing dated October 20, 1999, Mr. Morgan has changed his plans. At this time, Mr. Morgan no longer plans to call a Special Meeting of the Company's Common Stock shareholders to propose that he, John "Jack" McGuire, and Donald J. Moore be elected to the Company's Board of Directors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Company had 1,362,971 shares of Common Stock currently outstanding. As of October 20, 1999, Herbert W. Morgan owns 111,439 shares of Common Stock, which is 8.17618% of the Company's current outstanding Common Stock shares. (b) Mr. Morgan has the sole power to vote all 111,439 shares of Common Stock listed in section (a) of Item 5 above. (c) Between August 26, 1999 and September 13, 1999, Mr. Morgan purchased 70,100 shares of Common Stock through a series of transactions. All 70,100 shares of Common Stock were purchased through the open market at a price ranging from $3.50 to $5.50 per share. Between September 13, 1999 and September 16, 1999, Mr. Morgan effected three additional transactions. On September 14, 1999 Mr. Morgan purchased 500 shares of Common Stock through the open market for $5.00 per share. Additionally on September 14, 1999, Mr. Morgan purchased 8,500 shares of Common Stock through the open market for $4.971 per share. On September 16, 1999 Mr. Morgan purchased 1,000 shares of Common Stock through the open market for $4.50 per share. Between September 17, 1999 and October 1, 1999, Mr. Morgan purchased 29,300 shares of Common Stock in addition to Mr. Morgan's 80,100 shares of Common Stock listed in the original Schedule 13D filing on September 23, 1999. Between September 17, 1999 and October 1, 1999, Mr. Morgan effected a series of 20 transactions to purchase Common Stock through the open market. Each transaction ranged between 200 and 6,000 shares of Common Stock for a price ranging from $4.50 to $5.1875 per share. Between October 11, 1999 and October 13, 1999, Mr. Morgan effected a series of six transactions to purchase 2,039 shares Common Stock through the open market using personal funds. Each transaction ranged between 100 and 900 shares of Common Stock for a price ranging from $4.98 to $5.533 per share. Through the above transactions, Mr. Morgan acquired a total of 111,439 shares of Common Stock between August 26, 1999 and October 13, 1999. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. SCHEDULE 13D/A - ------------------- ----------------- CUSIP NO. 040903205 PAGE 5 OF 5 PAGES - ------------------- ----------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete, and correct. Dated: October 29, 1999 /s/ Herbert William Morgan III ---------------------------------------- Herbert William Morgan III ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----