-----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, KNqxXhx7bPUjn61kWHfxDlXLmsekvEiNRsnvKcm7AiZfXqgEZ8r1FFIliM05zvsw jPu8WlvwOC8mLNkjkfe1xw== 0000948830-01-500295.txt : 20010621 0000948830-01-500295.hdr.sgml : 20010621 ACCESSION NUMBER: 0000948830-01-500295 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010620 GROUP MEMBERS: CHEROKEE ASSOCIATES LLC GROUP MEMBERS: CHEROKEE ASSOCIATES, LLC GROUP MEMBERS: DIAMOND JAY, LTD. CO. GROUP MEMBERS: DONALD V. BERLANTI GROUP MEMBERS: EVENSONG, LLC GROUP MEMBERS: JOHN P. HILL, JR. GROUP MEMBERS: QUINCE ASSOCIATES, L.P. GROUP MEMBERS: RICHARD A. BERLANTI GROUP MEMBERS: VESPERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEADWATERS INC CENTRAL INDEX KEY: 0001003344 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 870547337 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-50887 FILM NUMBER: 1664043 BUSINESS ADDRESS: STREET 1: 11778 S ELECTION DRIVE STREET 2: STE 210 CITY: DRAPER STATE: UT ZIP: 84043 BUSINESS PHONE: 8019849400 MAIL ADDRESS: STREET 1: 11778 S ELECTION DRIVE STREET 2: STE 210 CITY: DRAPER STATE: UT ZIP: 84020 FORMER COMPANY: FORMER CONFORMED NAME: COVOL TECHNOLOGIES INC DATE OF NAME CHANGE: 19951113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHEROKEE ASSOCIATES LLC CENTRAL INDEX KEY: 0001114787 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 555 ZANG ST STREET 2: STE 300 CITY: LAKEWOOD STATE: CO ZIP: 80228 BUSINESS PHONE: 3039850041 MAIL ADDRESS: STREET 1: 555 ZANG ST STREET 2: STE 300 CITY: LAKEWOOD STATE: CO ZIP: 80228 SC 13G/A 1 cherokee.txt HEADWATERS CORP./CHEROKEE ASSOCIATES 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* HEADWATERS INCORPORATED (FORMERLY NAMED COVOL TECHNOLOGIES, INC.) ----------------------------------------- (Name of Issuer) Common Stock, $.001 Par Value ----------------------------- (Title of Class of Securities) 42210P 10 2 -------------- (CUSIP Number) June 6, 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 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 (the "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 13G CUSIP No. 42210P 10 2 1 NAME OF REPORTING PERSON Cherokee Associates, LLC, a Colorado limited liability company Diamond Jay, Ltd. Co., a New Mexico limited liability company John P. Hill, Jr. Quince Associates, L.P., a Maryland limited partnership Evensong, LLC, a Colorado limited liability company Donald V. Berlanti Vespers, LLC, a Colorado limited liability company Richard A. Berlanti 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) Not applicable (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cherokee Associates, LLC: Colorado Diamond Jay, Ltd. Co.: New Mexico John P. Hill, Jr.: United States Citizen Quince Associates, L.P.: Maryland Evensong, LLC: Colorado Donald V. Berlanti: United States Citizen Vespers, LLC: Colorado Richard A. Berlanti: United States Citizen 5 SOLE VOTING POWER As of June 6, 2001, Cherokee Associates, LLC has sole voting power over 1,001,872 shares and Diamond Jay, Ltd. Co. has sole voting power over 127,092 shares. Both Cherokee Associates, LLC and Diamond Jay, Ltd. Co. are controlled by Quince Associates, L.P. John P. Hill, Jr. has served as a Director of the Issuer since 1997 and is the holder of currently exercisable options to purchase an additional 45,500 shares (over which he has sole voting power). Except for Cherokee Associates, LLC, John P. Hill, Jr. and Diamond Jay, Ltd. Co., all of the other Reporting Persons are direct and indirect owners of Quince Associates, L.P. 6 SHARED VOTING POWER None 2 7 SOLE DISPOSITIVE POWER Cherokee Associates, LLC has sole dispositive power over 779,642 shares and Diamond Jay, Ltd. Co. has sole dispositive power over 349,322 shares. Both Cherokee Associates, LLC and Diamond Jay, Ltd. Co. are controlled by Quince Associates, L.P. John P. Hill, Jr. has sole dispositive power over 45,500 shares pursuant to currently exercisable options. Except for Cherokee Associates, LLC, John P. Hill, Jr. and Diamond Jay, Ltd. Co., all of the other Reporting Persons are direct and indirect owners of Quince Associates, L.P. 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON As of the date of this report, Cherokee Associates, LLC is the direct owner of 1,001,872 shares of the Issuer's Common Stock (including 396,454 shares pursuant to currently exercisable warrants), constituting approximately 4.29% of the currently issued and outstanding shares. The manager of Cherokee Associates, LLC is currently Donald V. Berlanti who replaced John P. Hill, Jr. effective March 9, 2001. Cherokee Associates, LLC is owned 72.5% by Quince Associates, L.P., a Maryland limited partnership, 5.0% by Seneca Group Holding Corp. (which is owned 50% by the Michael Bianchini Trust and 50% by the Joseph Carosella Trust), 3.75% by Jeffrey Greenhawt, 3.75% by Dan Cohen, 5% by Girard Investment Partners, Inc., 2.5% by John P. Hill, Jr. and 7.5% by John P. Hill, Sr. The general partner of Quince Associates, L.P. is Evensong, LLC, a Colorado limited liability company that is managed by Donald V. Berlanti and John P. Hill, Jr. However, effective May 1, 2001, John P. Hill, Jr. no longer has any authority with respect to interests in the securities of the Issuer held by this LLC. Quince Associates, L.P. is owned 50% by Evensong, LLC and 50% by Vespers, LLC. Evensong, LLC is owned by 18 trusts of the Donald V. Berlanti family, all of which are essentially controlled by Donald V. Berlanti. Vespers, LLC is a Colorado limited liability company that is managed by Donald V. Berlanti, Richard A. Berlanti (Donald V. Berlanti and Richard A. Berlanti are brothers) and John P. Hill, Jr. However, effective May 1, 2001, John P. Hill, Jr. no longer has any authority with respect to interests in the securities of the Issuer held by this LLC. Vespers, LLC is owned by 10 trusts of the Richard A. Berlanti family, all of which are also essentially controlled by Donald V. Berlanti. John P. Hill, Jr. is deemed to be the owner of 45,500 shares pursuant to currently exercisable options held by him individually. In addition, as of the date of this report, Diamond Jay, Ltd. Co. is the direct owner of 127,092 shares of the Issuer's Common Stock constituting approximately 0.55% of the currently issued and outstanding shares. Diamond Jay, Ltd. Co. is managed by Donald V. Berlanti and owned 66.7% by Quince Associates, L.P. and 11.1% each by John Boc, John McDonough and John Casey. 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions) Not applicable 3 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 As of June 6, 2001, Cherokee Associates, LLC is the beneficial owner of approximately 4.29% of the Issuer's currently issued and outstanding shares of Common Stock, and Diamond Jay, Ltd. Co. is the beneficial owner of approximately 0.55% of such shares, for an aggregate percentage ownership of approximately 4.84%. By virtue of his relationships with the other Reporting Persons, Donald V. Berlanti may be deemed to be the beneficial owner of all such shares. Effective May 1, 2001, John P. Hill, Jr. is no longer deemed to be the beneficial owner of any of the shares other than those underlying currently exercisable options to purchase an additional 45,500 shares held by Mr. Hill directly. 12 TYPE OF REPORTING PERSON (See Instructions) Cherokee Associates, LLC: 00 Diamond Jay, Ltd. Co.: 00 John P. Hill, Jr.: IN Quince Associates, L.P.: PN Evensong, LLC: 00 Donald V. Berlanti: IN Vespers, LLC: 00 Richard A. Berlanti: IN Item 1. (a) Name of Issuer: Headwaters Incorporated (b) Address of Issuer's Principal Executive Offices: 1177 South Election Road, Suite 210 Draper, Utah 84020 Item 2. (a) Name of Person Filing: Cherokee Associates, LLC Diamond Jay, Ltd. Co. John P. Hill, Jr. Quince Associates, L.P. Evensong, LLC Donald V. Berlanti Vespers, LLC Richard A. Berlanti (b) Address of Principal Business Office: Cherokee Associates, LLC 555 Zang Street - Suite 300 Lakewood, Colorado 80228 Diamond Jay, Ltd. Co. 555 Zang Street - Suite 300 Lakewood, Colorado 80228 4 John P. Hill, Jr. 555 Zang Street - Suite 300 Lakewood, Colorado 80228 Quince Associates, L.P. 555 Zang Street - Suite 300 Lakewood, Colorado 80228 Evensong, LLC 555 Zang Street - Suite 300 Lakewood, Colorado 80228 Donald V. Berlanti 555 Zang Street - Suite 300 Lakewood, Colorado 80228 Vespers, LLC 555 Zang Street - Suite 300 Lakewood, Colorado 80228 Richard A. Berlanti 555 Zang Street - Suite 300 Lakewood, Colorado 80228 (c) Citizenship: Cherokee Associates, LLC: Colorado Diamond Jay, Ltd. Co.: New Mexico John P. Hill, Jr.: United States Citizen Quince Associates, L.P.: Maryland Evensong, LLC: Colorado Donald V. Berlanti: United States Citizen Vespers, LLC: Colorado Richard A. Berlanti: United States Citizen (d) Title of Class of Securities: Common Stock, $.001 par value (e) CUSIP No.: 42210P 10 2 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a: Not applicable. Item 4. Ownership. (a) Amount Beneficially Owned: As of the date of this report, Cherokee Associates, LLC is the direct owner of 1,001,872 shares (including 396,454 shares pursuant to currently exercisable warrants) of the Issuer's Common Stock, constituting approximately 4.29% of the currently issued and outstanding shares. The manager of Cherokee Associates, LLC is Donald V. Berlanti. Cherokee Associates, LLC is owned 72.5% by Quince Associates, L.P., a Maryland limited partnership, 5.0% by Seneca Group Holding Corp. (which is owned 50% by the Michael Bianchini Trust and 50% by the Joseph Carosella Trust), 3.75% by Jeffrey Greenhawt, 3.75% by Dan Cohen, 5% by Girard Investment Partners, Inc., 2.5% by 5 John P. Hill, Jr. and 7.5% by John P. Hill, Sr. The general partner of Quince Associates, L.P. is Evensong, LLC, a Colorado limited liability company that is managed by Donald V. Berlanti and John P. Hill, Jr. (who no longer holds any authority with respect to interest in the Issuer's securities held by this LLC). Quince Associates, L.P. is owned 50% by Evensong, LLC and 50% by Vespers, LLC. Evensong, LLC is owned by 18 trusts of the Donald V. Berlanti family, all of which are essentially controlled by Donald V. Berlanti. Vespers, LLC is a Colorado limited liability company that is managed by Donald V. Berlanti, Richard A. Berlanti (Donald V. Berlanti and Richard A. Berlanti are brothers) and John P. Hill, Jr. (who no longer holds any authority with respect to interests in the Issuer's securities held by this LLC). Vespers, LLC is owned by 10 trusts of the Richard A. Berlanti family, all of which are also essentially controlled by Donald V. Berlanti. John P. Hill, Jr. is deemed to be the owner of 45,500 shares pursuant to currently exercisable options held by him individually. In addition, as of the date of this report, Diamond Jay, Ltd. Co. is the direct owner of 127,092 shares of the Issuer's Common Stock, constituting approximately 0.55% of the currently issued and outstanding shares. Diamond Jay, Ltd. Co. is managed by Donald V. Berlanti and owned 66.7% by Quince Associates, L.P. and 11.1% each by John Boc, John McDonough and John Casey. (b) Percent of Class: Cherokee Associates, LLC is the beneficial owner of approximately 4.29% of the Issuer's currently issued and outstanding shares of Common Stock, and Diamond Jay, Ltd. Co. is the beneficial owner of approximately 0.55% of such shares, for an aggregate percentage ownership of approximately 4.84%. By virtue of his relationships with the other Reporting Persons, Donald V. Berlanti may be deemed to be the beneficial owner of all such shares. (c) Number of shares as to which Cherokee Associates, LLC has: (i) sole power to vote or to direct the vote: 1,001,872* (ii) shared power to vote or to direct the vote: None (iii) sole power to dispose or to direct the disposition of: 1,001,872* (iv) shared power to dispose or to direct the disposition of: None * Cherokee Associates, LLC has sole voting and dispositive power over all 1,001,872 shares. Cherokee Associates, LLC is controlled by Quince Associates, L.P. Except for John P. Hill, Jr. and Diamond Jay, Ltd. Co., all of the other Reporting Persons are direct and indirect owners of Quince Associates, L.P. 6 Number of shares as to which Diamond Jay, Ltd. Co. has: (i) sole power to vote or to direct the vote: 127,092 (ii) shared power to vote or to direct the vote: None (iii) sole power to dispose or to direct the disposition of: 127,092* (iv) shared power to dispose or to direct the disposition of: None * Diamond Jay, Ltd. Co. has sole voting and dispositive power over all 127,092 shares. Diamond Jay, Ltd. Co. is managed by Donald V. Berlanti and controlled by Quince Associates, L.P. Except for John P. Hill, Jr., Cherokee Associates, LLC and Diamond Jay, Ltd. Co., all of the other Reporting Persons are direct and indirect owners of Quince Associates, L.P. Number of shares as to which John P. Hill, Jr. has: (i) sole power to vote or to direct the vote: 45,500* (ii) shared power to vote or to direct the vote: None (iii) sole power to dispose or to direct the disposition of: 45,500* (iv) shared power to dispose or to direct the disposition of: None * Pursuant to currently exercisable options. Item 5. Ownership of Five Percent or Less of a Class. As a result of the replacement of John P. Hill, Jr. as manager of Cherokee Associates, LLC, and the removal of his authority with respect to interest in the Issuer's securities indirectly held by Vespers LLC and Evensong LLC effective May 1, 2001, John P. Hill, Jr. is no longer considered to beneficially own the shares held by Cherokee Associates, LLC and as a result has beneficial ownership of less than 5% of the Issuer's common stock. As a result of sales of shares made by Cherokee Associates, LLC and Diamond Jay, Ltd. Co. through June 6, 2001, the total beneficial ownership of all of the other Reporting Persons now have beneficial ownership of less than 5% of the Issuer's common stock. 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. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. 7 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. 8 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: June 18, 2001 CHEROKEE ASSOCIATES, LLC By:/s/ Donald V. Berlanti --------------------------------- Manager/Member DIAMOND JAY, LTD. CO. By:/s/ Donald V. Berlanti --------------------------------- Manager/Member /s/ John P. Hill --------------------------------- John P. Hill, Jr. QUINCE ASSOCIATES, L.P. By:/s/ Donald V. Berlanti --------------------------------- EVENSONG, LLC By:/s/ Donald V. Berlanti --------------------------------- Manager/Member /s/ Donald V. Berlanti --------------------------------- Donald V. Berlanti VESPERS, LLC By:/s/ Donald V. Berlanti --------------------------------- Manager/Member /s/ Richard A. Berlanti --------------------------------- Richard A. Berlanti -----END PRIVACY-ENHANCED MESSAGE-----