-----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, M48l9iEhxAUWjNllgD4FgJv1MgGLaWp9odFnU82zpuLO/mfe65cbHTV9KQ+stBdL I+jBL/ICyFXfZU7wYs+A4Q== 0000950137-96-002502.txt : 19961209 0000950137-96-002502.hdr.sgml : 19961209 ACCESSION NUMBER: 0000950137-96-002502 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961206 SROS: NONE GROUP MEMBERS: FREDERIC M. SCHWIEGER GROUP MEMBERS: J. THOMAS HURVIS GROUP MEMBERS: JAMES A. BRYAN GROUP MEMBERS: MAC M. CHURCHILL GROUP MEMBERS: OLD WORLD INDUSTRIES INC GROUP MEMBERS: OLD WORLD INDUSTRIES, INC. GROUP MEMBERS: RIAZ H. WARAICH GROUP MEMBERS: RICHARD J. JAGO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LUND INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0000820526 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 411568618 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39339 FILM NUMBER: 96676973 BUSINESS ADDRESS: STREET 1: 911 LUND BLVD CITY: ANOKA STATE: MN ZIP: 55303 BUSINESS PHONE: 6127802520 MAIL ADDRESS: STREET 2: 911 LUND BLVD CITY: ANOKA STATE: MN ZIP: 55303 FORMER COMPANY: FORMER CONFORMED NAME: LUND ENTERPRISES INC DATE OF NAME CHANGE: 19891019 FORMER COMPANY: FORMER CONFORMED NAME: FLEX CORP /DE/ DATE OF NAME CHANGE: 19880218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OLD WORLD INDUSTRIES INC CENTRAL INDEX KEY: 0001023829 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 363608167 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4065 COMMERCIAL AVENUE CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8475592230 MAIL ADDRESS: STREET 1: 4065 COMMERCIAL AVENUE CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13D/A 1 AMEND. TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Lund International Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 550368104 (CUSIP Number) Mr. Frederic M. Schweiger 847-559-2230 Old World Industries, Inc. 4065 Commercial Avenue Northbrook, Illinois 60062 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2, 1996 (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). 2 CUSIP No. 550368104 1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Old World Industries, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC BK 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 544,000 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 544,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 544,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4% 14. TYPE OF REPORTING PERSON* CO Page 2 of 12 3 CUSIP No. 550368104 1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON J. Thomas Hurvis 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 544,000 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 544,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 544,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4% 14. TYPE OF REPORTING PERSON* IN Page 3 of 12 4 CUSIP No. 550368104 1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Riaz H. Waraich 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 544,000 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 544,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 544,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4% 14. TYPE OF REPORTING PERSON* IN Page 4 of 12 5 CUSIP No. 550368104 1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON James A. Bryan 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 544,000 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 544,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 544,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4% 14. TYPE OF REPORTING PERSON* IN Page 5 of 12 6 CUSIP No. 550368104 1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Richard J. Jago 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 544,000 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 544,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 544,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4% 14. TYPE OF REPORTING PERSON* IN Page 6 of 12 7 CUSIP No. 550368104 1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Frederic M. Schweiger 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 1,000 SHARES BENEFICIALLY 8. SHARED VOTING POWER 544,000 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 1,000 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 544,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 545,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4% 14. TYPE OF REPORTING PERSON* IN Page 7 of 12 8 CUSIP No. 550368104 1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Mac M. Churchill 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 544,000 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 544,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 544,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4% 14. TYPE OF REPORTING PERSON* IN Page 8 of 12 9 ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Statement on Schedule 13D relates is the common stock, par value $.10 per share (the "Common Stock"), of Lund International Holdings, Inc. (the "Issuer"), a Delaware corporation, with its principal executive offices located at 911 Lund Boulevard, Anoka, Minnesota 55303. ITEM 2. IDENTITY AND BACKGROUND This Statement is being filed by Old World Industries, Inc., an Illinois corporation ("Holder"). Holder is engaged principally in the automotive and industrial chemical businesses. The principal place of business and principal office of Holder is 4065 Commercial Avenue, Northbrook, Illinois 60062. Set forth below is the name and position of each of the executive officers, directors and controlling persons of Holder. Except as otherwise indicated, the principal occupation of each person listed below is as a senior officer of Holder. Each person listed below is a citizen of the United States of America. The business address of each person is 4065 Commercial Avenue, Northbrook, Illinois 60062. EXECUTIVE OFFICERS: - ------------------- Name Position ---- -------- J. Thomas Hurvis Chairman Riaz H. Waraich President/Managing Director James A. Bryan Senior Vice President Richard J. Jago Senior Vice President - Marketing and Sales Frederic M. Schweiger Vice President/General Counsel/Chief Financial Officer DIRECTORS: - ---------- Name Principal Occupation (If Other Than As ---- -------------------------------------- Indicated Above) ---------------- J. Thomas Hurvis Riaz H. Waraich James A. Bryan Mac M. Churchill Marketing Consultant CONTROLLING PERSONS: - --------------------- Name ---- J. Thomas Hurvis During the last 5 years, neither the Holder nor the persons identified as the executive officers, directors and controlling persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to a civil proceeding of a judicial or 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 violations with respect to such laws. Page 9 of 12 10 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Holder's primary lender is Bank of America Illinois ("Lender"). The funds used to purchase the Common Stock which is the subject of this Statement were derived from the working capital of the Holder and from advances under the Holder's revolving credit facility with Lender. ITEM 4. PURPOSE OF TRANSACTION The subject shares of Common Stock directly or indirectly acquired have been acquired for investment purposes. Issuer has presented a proposal to increase the number of directors from five to seven with the vacancies being nominated and elected by the Board of Directors. One or more representatives or designates of Holder have indicated an interest to serve on the Board of Directors of Issuer. Except as set forth above, Holder has no plans or proposals relating to any matters specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, Holder reserves the right to adopt such plans or proposals in the future, subject to applicable regulatory requirements, if any. Depending on market conditions, an evaluation of the business and the prospects of the Issuer and other factors, Holder may, in its sole discretion, purchase additional shares of Common Stock from time to time in the open market, in privately negotiated transactions or otherwise, subject to market conditions and other factors. Holder and Issuer are also in discussions concerning joint marketing cooperation for Issuer's products. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date on which this Statement is executed, Holder beneficially owns 544,000 shares of Common Stock of the Issuer, constituting 12.4% of the Issuer's issued and outstanding shares of Common Stock, based upon an aggregate of 4,391,970 shares of Common Stock of the Issuer issued and outstanding as of November 2, 1996 (as disclosed on the most recent Form 10-Q filed with the Securities and Exchange Commission by the Issuer). Additionally, Frederic M. Schweiger beneficially owns 1,000 shares of Common Stock of the Issuer. Except as described herein, to the best knowledge of Holder, none of the persons identified in Item 2 hereto presently beneficially own any Common Stock of Issuer. (b) Holder through its executive officers, directors and controlling persons will have the shared power to vote or to direct vote of, and to dispose or to direct the disposal of, the subject Common Stock. (c) Since the most recent filing by Holder, Holder has acquired 58,500 shares of Common Stock of the Issuer in the open market and in privately negotiated transactions. These shares of Common Stock were acquired at a per share price of $12.50. (d) No person other than the Holder is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities described above. (e) Not applicable. Page 10 of 12 11 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. Page 11 of 12 12 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: December 5, 1996 OLD WORLD INDUSTRIES, INC. (U.S.) By: /s/ Frederic M. Schweiger ---------------------------------- Name: Frederic M. Schweiger Title: Vice President and General Counsel /s/ J. Thomas Hurvis - ------------------------------------------ J. THOMAS HURVIS /s/ Riaz H. Waraich - ------------------------------------------ RIAZ H. WARAICH /s/ James A. Bryan - ------------------------------------------ JAMES A. BRYAN /s/ Richard J. Jago - ------------------------------------------ RICHARD J. JAGO /s/ Mac M. Churchill - ------------------------------------------ MAC M. CHURCHILL /s/ Frederic M. Schweiger - ------------------------------------------ FREDERIC M. SCHWEIGER Page 12 of 12 -----END PRIVACY-ENHANCED MESSAGE-----