-----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, StlXvsSXX4byDTSU42l1NxhLCEcZtRf7xYCc82dy3z1QaZzZvvpWfPi8PYEzaOgI 7OSYa/okZyUJRmQOB3zKBA== 0000950132-95-000320.txt : 19980306 0000950132-95-000320.hdr.sgml : 19980306 ACCESSION NUMBER: 0000950132-95-000320 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950823 DATE AS OF CHANGE: 19980305 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: II-VI INC CENTRAL INDEX KEY: 0000820318 STANDARD INDUSTRIAL CLASSIFICATION: 3827 IRS NUMBER: 251214948 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39319 FILM NUMBER: 95566243 BUSINESS ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 BUSINESS PHONE: 4123524455 MAIL ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON CARL J CENTRAL INDEX KEY: 0000945117 STANDARD INDUSTRIAL CLASSIFICATION: 0000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O II-VI INCORPORATED STREET 2: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 BUSINESS PHONE: 412-352-4455 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* II-VI Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 902104 10 8 ------------------------------------ (CUSIP Number) Carl J. Johnson, 375 Saxonburg Blvd., Saxonburg, PA 16056 (412-352-4455) - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 13, 1995 ------------------------------------ (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 [__]. Check the following box if a fee is being paid with the statement [__]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). (Continued on following page(s)) Page 1 of 9 Pages CUSIP No. 902104 10 8 13D Page 2 of 9 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Voting Trust pursuant to a Voting Trust Agreement dated as of January 10, 1990, by Carl J. Johnson, Trustee 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [__] (b) [XX] 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) [__] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 94,000 shares 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 (see Items 5 and 6) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,000 shares (see Items 5 and 6) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [__] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% 14. TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 902104 10 8 13D Page 3 of 9 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Carl J. Johnson 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [__] (b) [XX] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF, 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [__] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 555,876 shares 8. SHARED VOTING POWER 89,636 (see Items 5 and 6) 9. SOLE DISPOSITIVE POWER 461,876 shares (see Items 5 and 6) 10. SHARED DISPOSITIVE POWER 183,636 shares (see Items 5 and 6) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 645,512 shares (see Items 5 and 6) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [__] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.4% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 902104 10 8 Page 4 of 9 Pages Item 1. Securities and Issuer. --------------------- This statement relates to common stock, no par value, of II-VI Incorporated, 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056. Item 2. Identity and Background. ----------------------- This statement is filed (a) by a voting trust (the "Voting Trust") created pursuant to that Voting Trust Agreement dated as of January 10, 1990 (the "Voting Trust Agreement"), between Carl J. Johnson, Carolyn S. Johnson and Carl J. Johnson, as Trustee (the "Trustee"), and (b) by Carl J. Johnson. The Voting Trust was created under Pennsylvania law for the sole purpose of holding, pursuant to and in accordance with the Voting Trust Agreement attached as an exhibit hereto and incorporated herein by reference, shares of common stock of II-VI Incorporated transferred to the Voting Trust pursuant to the settlement of divorce proceedings between Carl J. Johnson and Carolyn S. Johnson. The principal business address and office of the Voting Trust is c/o Carl J. Johnson, Trustee, 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056. Carl J. Johnson is the Chairman and Chief Executive Officer of II-VI Incorporated (the "Company"). The address of Carl J. Johnson and the Company is 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056. During the last five years, neither the Voting Trust nor Carl J. Johnson has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding resulting in a judgment, decree or final order against such person 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 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The shares of common stock of II-VI Incorporated covered by this filing on behalf of the Voting Trust (the "Voting Trust Shares") were transferred to the Voting Trust pursuant to the Voting Trust Agreement entered into on January 10, 1990, in connection with the distribution of marital property between Carl J. Johnson and Carolyn S. Johnson. The Voting Trust Agreement expires December 31, 2000. Carl J. Johnson is the sole trustee of the Voting Trust. The shares of common stock of II-VI Incorporated covered by this filing on behalf of Carl J. Johnson include shares purchased by him from the Company from personal funds, shares acquired by him from the Company pursuant to stock splits and dividends, shares issued to him by the Company as bonuses or compensation, the Voting Trust Shares over which Carl J. Johnson has the right to vote and certain rights to acquire pursuant to rights of first refusal and option rights as set forth in the Voting Trust Agreement, and shares acquired by Carl J. Johnson pursuant to such rights of first refusal. CUSIP No. 902104 10 8 Page 5 of 9 Pages Item 4. Purpose of Transaction. ---------------------- The information in the second paragraph of Item 2 above is incorporated herein by reference. The Voting Trust has no plans or proposals which relate to or would result in any of the matters listed in Item 4 of Schedule 13D except that, from time to time, Voting Trust Shares may be disposed of pursuant to and in accordance with the Voting Trust Agreement. The original Schedule 13D was filed to report the acquisition of beneficial ownership of shares of common stock of the Company by Carl J. Johnson resulting from the acquisition by him (pursuant to the Voting Trust Agreement entered into in connection with the settlement of divorce proceedings between Carl J. Johnson and Carolyn S. Johnson) of certain rights of first refusal and option rights with respect to shares of the Company's common stock held by the Voting Trust and Carolyn S. Johnson. Each of Amendments No. 1, No. 2 and No. 3 was filed to report that Carl J. Johnson then beneficially held more than 1% less of the outstanding Common Stock than reported in the prior Schedule 13D as a result of the disposition of shares by Carolyn S. Johnson and/or the Voting Trust, which shares were reported on the original Schedule 13D as beneficially owned by Carl J. Johnson due to certain rights of first refusal, voting rights and option rights over such shares. This Amendment No. 4 is filed to report that Carl J. Johnson now beneficially holds more than 1% less of the outstanding Common Stock than reported in Amendment No. 3 due to dispositions by the Voting Trust. Carl J. Johnson has no plans or proposals which relate to or would result in any of the matters listed in Item 4 of Schedule 13D except that, from time to time, Voting Trust Shares may be disposed of pursuant to and in accordance with the Voting Trust Agreement, Carl J. Johnson may acquire Voting Trust Shares pursuant to his rights set forth in the Voting Trust Agreement, Carl J. Johnson may acquire shares of the Company's common stock pursuant to options granted to him by the Company or, for investment purposes, Carl J. Johnson may acquire or dispose of shares of the Company's common stock through open market transactions or otherwise. Item 5. Interest in Securities of the Issuer. ------------------------------------ The Voting Trust Shares constitute 3.7% of the total number of outstanding shares of common stock of the Company. Carl J. Johnson, as trustee, has sole power to vote the Shares. Under the Voting Trust Agreement, Carl J. Johnson has a right of first refusal with respect to proposed sales by Carolyn S. Johnson of any of the Voting Trust Shares, except for sales in the open market not exceeding 3,000 shares per transaction and 15,000 shares per calendar year (subject to adjustment for stock splits, recapitalizations and the like). In addition, Carl J. Johnson has an option to purchase annually, on December 31 of each year, up to a specified percentage of the unsold Voting Trust Shares or additional shares mentioned above. If the option is not exercised in any year, Carolyn S. Johnson may sell the applicable shares during the following year without regard to the right of first refusal. Carolyn S. Johnson may contribute shares to char- CUSIP No. 902104 10 8 Page 6 of 9 Pages itable institutions, but such shares will continue to be impressed with Carl J. Johnson's first refusal and option rights. Carl J. Johnson's right of first refusal and option rights pursuant to the Voting Trust Agreement with respect to the shares are transferable by him, in whole or in part, to the Company. The foregoing is a brief summary of certain provisions of the Voting Trust Agreement and is qualified in its entirety by the more detailed terms and conditions of the Voting Trust Agreement, incorporated herein by reference, a copy of which is filed herewith as Exhibit 1. Carl J. Johnson has the sole voting and dispositive power over 461,876 shares (18.1% of the outstanding common stock of the Company) owned by him (including 10,600 shares, 0.4% of the outstanding common stock of the Company, over which he has the right to acquire ownership within 60 days pursuant to the exercise of vested options). (Amendment No. 3 incorrectly reported this number as 605,676.) In addition, Carl J. Johnson has the sole voting power and shared dispositive power (with the Voting Trust and pursuant to rights of first refusal and option rights previously discussed) over the 94,000 Voting Trust Shares (3.7% of the outstanding common stock of the Company) and shared voting and dispositive power over 60,215 shares (2.4% of the outstanding common stock of the Company) held by Margot A. Johnson, Carl J. Johnson's wife (over which shares he disclaims beneficial ownership), and over 29,421 shares (1.2% of the outstanding common stock of the Company), held by the Johnson Family Foundation, a charitable family trust in which Carl J. Johnson is co-trustee with his wife (over which shares he disclaims beneficial ownership). In the aggregate, Carl J. Johnson has the beneficial ownership of 645,512 shares (or 25.4%) of the Company's common stock including the right to acquire (pursuant to Company options and the Voting Trust Agreement) 104,600 shares (or 4.1%) of the Company's common stock. The above calculations are based upon the number of outstanding shares of the Company's common stock reported in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. Item 6. Contracts, Arrangements, Understandings or Relationships with -------------------------------------------------------------- respect to Securities of the Issuer. ----------------------------------- The information set forth in Item 5 is incorporated herein by reference. Except as expressly provided in Item 5, neither the Voting Trust nor Carl J. Johnson has any contracts, arrangements or understandings with anyone with respect to the holding, voting, disposition or acquisition of any securities of the Company. CUSIP No. 902104 10 8 Page 7 of 9 Pages Item 7. Material to be Filed as Exhibits. -------------------------------- The following exhibit is filed herewith: Exhibit 1 Voting Trust Agreement dated January 10, 1990, between Carl J. Johnson, Carolyn S. Johnson and Carl J. Johnson as Trustee (incorporated herein by reference to the original Schedule 13D). Exhibit 2 Agreement dated January 19, 1990 between the Voting Trust and Carl J. Johnson (incorporated herein by reference to the original Schedule 13D). CUSIP No. 902104 10 8 Page 8 of 9 Pages 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: August 11, 1995 VOTING TRUST PURSUANT TO A VOTING TRUST AGREEMENT DATED AS OF JANUARY 10, 1990 By: /s/ Carl J. Johnson, Trustee ------------------------------------ Signature Carl J. Johnson, Trustee --------------------------------------- (Name) CUSIP No. 902104 10 8 Page 9 of 9 Pages 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: August 11, 1995 By: /s/ Carl J. Johnson ------------------------------------ Signature Carl J. Johnson --------------------------------------- (Name) -----END PRIVACY-ENHANCED MESSAGE-----