-----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, VnYY9Biv7XUcB+PIoNMYfu8G6DajMATnE3kZF8wKn10bk8yBv7PYTAK401O3C6iZ RcytlanmSHmNC3uGs6+tcQ== 0001104659-03-014339.txt : 20030709 0001104659-03-014339.hdr.sgml : 20030709 20030709163808 ACCESSION NUMBER: 0001104659-03-014339 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GATES BILL & MELINDA FOUNDATION CENTRAL INDEX KEY: 0001166559 IRS NUMBER: 911663695 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258897900 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METAL MANAGEMENT INC CENTRAL INDEX KEY: 0000795665 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090] IRS NUMBER: 942835068 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-37978 FILM NUMBER: 03780364 BUSINESS ADDRESS: STREET 1: 500 N DEARBORN ST STREET 2: STE 405 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 3126450700 MAIL ADDRESS: STREET 1: 500 N. DEARBORN STREET STREET 2: SUITE 405 CITY: CHICAGO STATE: IL ZIP: 60610 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL PARAMETRICS CORP /DE/ DATE OF NAME CHANGE: 19920703 SC 13G 1 j1955_sc13g.htm SC 13G

SEC 1745
(02-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

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

 

METAL MANAGEMENT, INC.

(Name of Issuer)

 

Common Stock, $.01 par value per share

(Title of Class of Securities)

 

591097209

(CUSIP Number)

 

October 12, 2001

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[     ]

Rule 13d-1(b)

[ X ]

Rule 13d-1(c)

[     ]

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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.  591097209

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Grandview Capital Management, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[ X ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
State of California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
802,735*

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
802,735*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
802,735*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.9%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


* 790,949 shares of the Metal Management, Inc. Common Stock covered by this report were purchased by Grandview Capital Management, LLC (“Grandview”) for and on behalf of the Bill & Melinda Gates Foundation (the “Foundation”) pursuant to an Investment Management Agreement.  Grandview has voting and dispositive power over such securities as long as the Investment Management Agreement is in effect, but the Foundation can terminate the Investment Management Agreement at any time by giving written notice and thereafter exercise voting and dispositive power.  Therefore, these securities are reported under shared voting and dispositive power.

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Bill & Melinda Gates Foundation

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[ X ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
State of Washington

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
790,949*

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
790,949*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
790,949*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


*  All Common Stock held by the Bill & Melinda Gates Foundation (the “Foundation”) may be deemed to be beneficially owned by William H. Gates III (“Gates”) as the sole trustee of the Foundation.  Michael Larson acts with investment discretion for Gates, as sole trustee of the Foundation, in respect of the Common Stock owned by the Foundation.  Mr. Larson disclaims any beneficial ownership of the Common Stock beneficially owned by the Foundation or Gates.

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
William H. Gates III

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[ X ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
790,949*

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
790,949*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
790,949*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*  All Common Stock held by the Bill & Melinda Gates Foundation (the “Foundation”) may be deemed to be beneficially owned by William H. Gates III (“Gates”) as the sole trustee of the Foundation.  Michael Larson acts with investment discretion for Gates, as sole trustee of the Foundation, in respect of the Common Stock owned by the Foundation.  Mr. Larson disclaims any beneficial ownership of the Common Stock beneficially owned by the Foundation or Gates.

 

4



 

Item 1.

 

(a)

Name of Issuer
Metal Management, Inc. (the “Issuer”)

 

(b)

Address of Issuer's Principal Executive Offices
500 N. Dearborn St., Suite 405, Chicago, IL 60610

 

Item 2.

 

(a)

Name of Person Filing
Grandview Capital Management, LLC (“Grandview”), Bill & Melinda Gates Foundation (the “Foundation”) and William H. Gates III (“Gates”).

 

(b)

Address of Principal Business Office or, if none, Residence
Grandview – 820 Manhattan Avenue # 200, Manhattan Beach, CA 90266
The Foundation – 1551 Eastlake Avenue E., Seattle, Washington 98102
Gates – One Microsoft Way, Redmond, Washington 98052

 

(c)

Citizenship
Grandview is a limited liability company organized under the laws of the State of California.
The Foundation is a charitable trust organized under the laws of the State of Washington.
Gates is a citizen of the United States of America.

 

(d)

Title of Class of Securities
Common Stock, $.01 par value per share (“Common Stock”)

 

(e)

CUSIP Number
591097209

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

 

 

 

Not Applicable.

 

5



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:
See the responses to Item 9 on the attached cover pages.

 

(b)

Percent of class:
See the responses to Item 11 on the attached cover pages.

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote:  See the responses to Item 5 on the attached cover pages.

 

 

(ii)

Shared power to vote or to direct the vote:  See the responses to Item 6 on the attached cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition of:  See the responses to Item 7 on the attached cover pages.

 

 

(iv)

Shared power to dispose or to direct the disposition of:  See the responses to Item 8 on the attached cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable.

 

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable.

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

6



 

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: July 9, 2003

 

 

 

 

GRANDVIEW CAPITAL MANAGEMENT, LLC

 

 

 

 

By

 /s/ Robert E. Sydow

 

 

 

Name:  Robert E. Sydow

 

 

Title:  President

 

 

 

 

BILL & MELINDA GATES FOUNDATION

 

 

 

 

By

/s/ Michael Larson

 

 

 

Name:  Michael Larson*

 

 

Title:    Attorney-in-fact

 

 

 

 

WILLIAM H. GATES III

 

 

 

 

By

/s/ Michael Larson

 

 

 

Name:  Michael Larson*

 

 

Title:    Attorney-in-fact

 


* Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated March 14, 2001, by and on behalf of William H. Gates III, filed as Exhibit B to Cascade Investment, L.L.C.’s Amendment No. 1 to Schedule 13D with respect to Pan American Silver Corp. on March 19, 2001, SEC File No. 005-52919, and incorporated by reference herein.

 

7



 

Joint Filing Agreement,

Dated as of July 9, 2003

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of Grandview Capital Management, LLC, the Bill & Melinda Gates Foundation and William H. Gates III on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to shares of Common Stock, $.01 par value per share, of Metal Management, Inc., and that this Agreement be included as an exhibit to such joint filing.  This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 9th day of July 2003.

 

 

 

GRANDVIEW CAPITAL MANAGEMENT, LLC

 

 

 

 

By

 /s/ Robert E. Sydow

 

 

 

Name:  Robert E. Sydow

 

 

Title:  President

 

 

 

 

BILL & MELINDA GATES FOUNDATION

 

 

 

 

By

/s/ Michael Larson

 

 

 

Name:  Michael Larson*

 

 

Title:    Attorney-in-fact

 

 

 

 

WILLIAM H. GATES III

 

 

 

 

By

/s/ Michael Larson

 

 

 

Name:  Michael Larson*

 

 

Title:    Attorney-in-fact

 


* Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated March 14, 2001, by and on behalf of William H. Gates III, filed as Exhibit B to Cascade Investment, L.L.C.’s Amendment No. 1 to Schedule 13D with respect to Pan American Silver Corp. on March 19, 2001, SEC File No. 005-52919, and incorporated by reference herein.

 

8


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