-----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, PjUrNqruFnxpw1S9XZHmvMgzCS19yHhPktULmRKJH2WVzSzuq8gs06tYayKRCicO 308JnAeN0+VZ3NMCue7ogA== 0001012364-98-000016.txt : 19980227 0001012364-98-000016.hdr.sgml : 19980227 ACCESSION NUMBER: 0001012364-98-000016 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980226 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VULCAN INTERNATIONAL CORP CENTRAL INDEX KEY: 0000848446 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 310810265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41459 FILM NUMBER: 98550114 BUSINESS ADDRESS: STREET 1: 300 DELAWARE AVE STE 1704 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024275804 MAIL ADDRESS: STREET 1: 30 GARFIELD PLACE STREET 2: SUITE 1040 CITY: CINCINNATI STATE: OH ZIP: 45202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GETTLER FAMILY SPECIAL 1997 TRUST CENTRAL INDEX KEY: 0001056316 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 316589784 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 0 STREET 2: 9200 OLD INDIAN HILL RD CITY: CININNATI STATE: OH ZIP: 452433438 BUSINESS PHONE: 5135614441 MAIL ADDRESS: STREET 2: 9200 OLD INDIAN HILL RD CITY: CININNATI STATE: OH ZIP: 452433438 SC 13D 1 UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Vulcan International Corporation -------------------------------- (Name of Issuer) common ------------------------------ (Title of Class of Securities) 929136109 -------------- (CUSIP Number) Deliaan A. Gettler 9200 Old Indian Hill Road Cincinnati, Ohio 45243-3438 (513) 561-4441 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 2-3-98 ------ 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) of (4), check on the following line ------ SCHEDULE 13D CUSIP No. 929136 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gettler Family Special 1997 Trust I.R.S. I.D. #31-6589784 2 CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP (a) ------ (b) ------ Not Applicable 3 SEC USE ONLY 4 SOURCE OF FUNDS The Trust received $626,000 as a gift from Benjamin Gettler on January 20 and January 23, 1998. On the date of purchase, February 3, 1998, the Trust paid Benjamin Gettler $600,000 in cash and gave him Promissory Note in the amount of $5,276,500 for the balance of the purchase price. 5 CHECK LINE IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS (2d) or 2(e) ----- Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hamilton County, Ohio NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 230,000 *Deliaan Gettler, Trustee of Gettler Family Special 1997 Trust 8 SHARED VOTING POWER Not Applicable -2- 9 SOLE DISPOSITIVE POWER 230,000 10 SHARED DISPOSITIVE POWER Not Applicable 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ----- Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.99% 14 TYPE OF PERSON REPORTING 00 (Trust) -3- VULCAN INTERNATIONAL CORPORATION -------------------------------- Item 1: Security and Issuer: This statement refers to the common stock of Vulcan International Corporation. The Chairman and Chief Executive Officer is Benjamin Gettler, whose address is 9200 Old Indian Hill Rd., Cincinnati, OH 45243-3438. Item 2: Identity and Background: The name of the person filing this statement is the Gettler Family Special 1997 Trust. The Trust was formed on December 17, 1997 in Hamilton County, Ohio. Its address is: 9200 Old Indian Hill Rd., Cincinnati, OH 45243-3438. The Trustee is Deliaan Gettler at the same address. It is a Trust set up by Benjamin Gettler, the husband of Deliaan Gettler for the benefit of members of the Gettler family. Neither the Trustee nor any beneficiary of the trust has during the last five years been convicted in a criminal proceeding or subject to a judgment as the result of a civil proceeding of a judicial or administrative body. Item 3: Source and Amount of Funds for Other Considerations: The Trust received $626,000 as a gift from Benjamin Gettler on January 20 and January 23, 1998. On the date of purchase, February 3, 1998, the Trust paid Benjamin Gettler $600,000 in cash and gave him a Promissory Note in the amount of $5,276,500 for the balance of the purchase price. Item 4: Purposes of Transaction: The purpose of the transaction was for the trust to make an investment for the benefit of family members. Item 5: Interest and Securities of the Issuer: (a) 230,000 shares representing 18.99% (b) Deliaan Gettler, Trustee, has sole voting and dispositive power with respect to the securities referred to in Items 5 (a). (c) Not Applicable (d) Not Applicable (e) Not Applicable Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer: Not Applicable Item 7: Material to be Filed as Exhibits: Promissory Note from Gettler Family Special 1997 Trust to Benjamin Gettler dated February 3, 1998. -4- 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. GETTLER FAMILY SPECIAL 1997 TRUST Dated: February 20, 1998 By: ----------------- ---------------------------------- Deliaan A. Gettler, Trustee -5- EX-99 2 EX-99 PROMISSORY NOTE $5,276,500 February 3, 1998 Cincinnati, Ohio On or before February 3, 2008, for value received, the undersigned hereby promises to pay to the order of Benjamin Gettler the principal sum of Five Million Two Hundred Seventy Six Thousand Five Hundred ($5,276,500) Dollars with interest at the rate of Six Percent (6.0%) per annum on the unpaid balance. Interest shall be paid at least annually. Principal shall be payable at least as rapidly as in ten (10) annual installments of Five Hundred Thousand Dollars ($500,000) each beginning February 28, 1999 and payable on the 28th day of each year thereafter until February 3, 2008 when the remaining principal and any unpaid interest on this note shall be paid-in-full. This note may be prepaid in whole or in part at any time without penalty. This note shall be secured by a pledge of Two Hundred Thirty Thousand (230,000) shares of voting common stock of Vulcan International Corporation, a Delaware corporation, issued to Deliaan A. Gettler, Trustee of the Gettler Family Special 1997 Trust dated December 19, 1997. In the event of default in the payment of principal or interest on this note when due, the holder of this note may, at its option, without notice, declare the principal of this note and the interest accrued thereon to be immediately due and payable and may proceed to enforce the collection thereof by suit at law or equity and proceeding to obtain the above-referenced shares of stock of Vulcan International Corporation. Waiver of any default shall not be deemed a waiver of any other default or impair the holder's rights arising out of default. Presentment, protest and notice are hereby waived. --------------------------------------- Deliaan A. Gettler, Trustee of the Gettler Family Special 1997 Trust dated December 19, 1997 DUE: February 3, 2008 -----END PRIVACY-ENHANCED MESSAGE-----