sc13dza

0000950123-10-006564.txt : 20100129 0000950123-10-006564.hdr.sgml : 20100129 20100129112026 ACCESSION NUMBER: 0000950123-10-006564 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100129 DATE AS OF CHANGE: 20100129 GROUP MEMBERS: CHARLES H. SMITH, III, TRUSTEE FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLSON JANICE G CENTRAL INDEX KEY: 0001031486 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 101 ARTILLERY POST ROAD CITY: FORT SAM HOUSTON STATE: TX ZIP: 78234 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIFCO INDUSTRIES INC CENTRAL INDEX KEY: 0000090168 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 340553950 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30844 FILM NUMBER: 10556312 BUSINESS ADDRESS: STREET 1: 970 E 64TH ST CITY: CLEVELAND STATE: OH ZIP: 44103 BUSINESS PHONE: 2168818600 MAIL ADDRESS: STREET 1: 970 EAST 64TH STREET CITY: CLEVELAND STATE: OH ZIP: 44103 FORMER COMPANY: FORMER CONFORMED NAME: STEEL IMPROVEMENT & FORGE CO DATE OF NAME CHANGE: 19690520 SC 13D/A 1 l38681sc13dza.htm SC 13D/A sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)*

SIFCO Industries, Inc.

(Name of Issuer)

Common Shares, $1.00 Par Value Per Share

(Title of Class of Securities)

826546-10-3

(CUSIP Number)

Janice G. Carlson
31556 Tres Lomas
Bulverde, TX 78163
830-980-2749

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 25, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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.)


CUSIP No.		826546-10-3		Page		2		of		6

NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).

Janice G. Carlson, Trustee

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,002,049

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,002,049

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

37.8%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTION)


CUSIP No.		826546-10-3		Page		3		of		6

NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).

Charles H. Smith, III, Trustee

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,002,049

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,002,049

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

37.8%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTION)


				Page		4		of		6

Item 1. Security and Issuer

This statement relates to the common shares, par value $1 per share (the “Shares”) of SIFCO Industries, Inc., an Ohio corporation (“SIFCO”), whose principal executive offices are located at 970 East 64^th Street, Cleveland, Ohio 44103.

Item 2. Identity and Background

This statement is filed by Charles H. Smith, III and Janice G. Carlson as trustees (collectively the “Trustees”) under the Voting Trust Extension Agreement dated January 25, 2010 (the “Extension Agreement”), which extends until January 31, 2013 the term of the Voting Trust Agreement dated as of January 30, 2007 (the “Voting Trust Agreement”).

Information as to each of these individuals is set forth below:

(a) Charles H. Smith, III.

(b) Mr. Smith’s residence address is 8002 Overhill Road, Bethesda, Maryland 20014.

(c) Mr. Smith’s present principal occupation is Principal Associate of SEGURA Consulting LLC, 10411 Motor City Drive, Suite 410, Bethesda, MD 20817.

(d) Mr. Smith has not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or other minor offenses).

(e) Mr. Smith has not, during the last five years, been a party to any civil proceeding as a result of which he would be subject to any 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.

(f) Mr. Smith is a citizen of the United States.

(a) Janice G. Carlson

(b) Mrs. Carlson’s residence address is 31556 Tres Lomas, Bulverde, Texas 78163.

(d) Mrs. Carlson has not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or other minor offenses).

(e) Mrs. Carlson has not, during the last five years, been a party to any civil proceeding as a result of which she would be subject to any 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.

(f) Mrs. Carlson is a citizen of the United States.

Items 3. Source and Amount of Funds or Other Consideration

Mr. Smith and Mrs. Carlson currently own, as Trustees, 2,002,049 SIFCO Shares pursuant to the Voting Trust Agreement, as extended by the Extension Agreement to which this filing relates. The Voting Trust Agreement was renewed for a term beginning February 1, 2010 and ending January 31, 2013 by the Voting Trust Extension Agreement dated January 25, 2010 to which this filing relates.

Item 4. Purpose of Transaction

The purpose of the Extension Agreement is to continue the investment of the signing shareholders in SIFCO and to continue to maintain the stability of SIFCO through the Trustees’ exercise of voting control over the SIFCO Shares subject to the Voting Trust Agreement.


				Page		5		of		6

The Trustees have no plan or proposal that would result in:

(a) the acquisition or disposition of any additional SIFCO securities by any person;

(b) an extraordinary corporate transaction such as a merger, reorganization or liquidation involving SIFCO or any of its subsidiaries;

(d) any change in the present Board of Directors or management of SIFCO, including any plan or proposal to change the number or term of directors or fill any existing vacancies on the Board;

(e) any material change in the present capitalization or dividend policy of SIFCO;

(f) any other material change in SIFCO’s business or corporate structure;

(g) changes in SIFCO’s Articles of Incorporation or Code of Regulations or instruments corresponding thereto which may impede the acquisition of control of SIFCO by any person;

(h) causing a class of securities of SIFCO to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of SIFCO becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) The aggregate number of SIFCO Shares subject to the Voting Trust Agreement, as extended by the Extension Agreement, is 2,002,049, constituting approximately 37.8% of the 5,299,966 Shares of SIFCO outstanding on January 22, 2010. The ownership of voting trust certificates under the Voting Trust Agreement, as extended by the Extension Agreement, is set forth in Exhibit 1 filed herewith.

(b) Mr. Smith and Mrs. Carlson, as Trustees, share the power to vote the Shares subject to the Voting Trust Agreement, as extended. Although the Trustees do not have the power to dispose of the Shares subject to the Voting Trust Agreement, as extended, they share the power to terminate the Voting Trust Agreement, as extended, or to return Shares subject to the Voting Trust Agreement, as extended, to holders of voting trust certificates.

(c) Under the terms of the Voting Trust Agreement, as extended, all dividends paid with respect to SIFCO Shares are distributed to the holders of the related voting trust certificates.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to the Extension Agreement, the Voting Trust Agreement was extended an additional three-year term until January 31, 2013. The Trustees may terminate this trust during any original or extended term by notice to the holders of voting trust certificates.

Item 7. Material to Be Filed as Exhibits

Exhibit (1). Voting Trust Extension Agreement entered into as of January 25, 2010.


				Page		6		of		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.



Dated: January 25, 2010	/s/ Janice G. Carlson
	Janice G. Carlson


	/s/ Charles H. Smith, III
	Charles H. Smith, III

EX-99.1 2 l38681exv99w1.htm EX-99.1 exv99w1

VOTING TRUST EXTENSION AGREEMENT

THIS AGREEMENT entered into by and among those holders of Common Shares of SIFCO Industries, Inc. executing and delivering this Agreement (“Shareholders”) and JANICE G. CARLSON and CHARLES H. SMITH, III, as Trustees and their successors in trust (said named Trustees and their successors being hereinafter called the “Trustees”);

WITNESSES

As of February 1, 2007 certain shareholders of SIFCO Industries, Inc.(the “Company”) entered into a Voting Trust Agreement (the “Trust Agreement”)with respect to their shares of Common Stock in the Company; and

Pursuant to Section 14 of the Trust Agreement, the term of Trust Agreement may be extended for an additional period not to exceed ten years upon the concurrence of the holders of Trust Certificates representing not less than 85% of the 2,002,049 shares deposited under the Trust Agreement, (after giving effect to stock dividends issued subsequent to the date of the Trust Agreement, the “Trust Shares”); and

The shareholders constituting the holders of Trust Certificates representing not less than 85% of the Trust Shares, wish to extend the term of the Trust Agreement, on the terms and conditions set forth therein, for an additional three (3) years from January 31, 2010.

NOW, THEREFORE, each Shareholder of the Company who becomes a party hereto agrees with each of the other such Shareholders for himself and his heirs, administrators, successors and assigns as follows:

1. EXTENSION OF TRUST AGREEMENT. The Trust Agreement shall be extended, unless sooner terminated on the terms and conditions set forth therein, to January 31, 2013, upon the occurrence prior to January 31, 2010 of the earlier of either:

(a) the execution of this Agreement by the holders of not less than 1,702,000 shares of Common Stock of the Company, such number representing not less than 85% of the Trust Shares,

Or
(b) the presentation to the Company of a certificate signed by the Secretary of the meeting, certifying that at a meeting duly called and held for the purpose of considering an extension, at a place in Cuyahoga County, Ohio, specified in a notice given either by the Trustees or a Trust Certificate holder, not less than ten (10) nor more than thirty (30)days prior to such meeting to each Trust Certificate holder under the Trust Agreement, the holders of Trust Certificates representing not less than eighty-five (85) percent of the Trust Shares voted in favor of this extension.

Page 1 of 7

2. DEFINED TERMS. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Trust Agreement.

3. EXECUTION. This Extension Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute but one and the same instrument. This Extension Agreement shall inure to the benefit of, and be binding upon, all persons executing it and their respective heirs, executors, administrators, legatees and assigns.

IN WITNESS WHEREOF, the Trustees have executed and delivered this Extension Agreement and the Shareholders have become parties hereto in the manner herein before provided.


TRUSTEES:
/s/ Janice G. Carlson
Janice G. Carlson



/s/ Charles H. Smith, III
Charles H. Smith, III

Page 2 of 7

VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2013


SHAREHOLDER	NUMBER OF SHARES			SIGNATURE	DATE

Phyllis Gotschall Wilhelm TTEE		71,077		/s/ Phyllis G Wilhelm		1/14/10

FRW Trust FBO PSG		171,207	By:	/s/ Michael Wear		1/21/10

PNC Bank, NA, Trustee			Its:	Vice President

Jeffrey Gotschall		153,229		/s/ Jeffrey Gotschall		1/12/10


Dianne Gotschall		400		/s/ Dianne Gotschall		1/12/10


Judith Gotschall		35,615		/s/ Judith Gotschall		1/19/20


Andrew Gotschall		35,615		/s/ Andrew Gotschall		1/16/10


Charles Gotschall		35,615		/s/ Charles Gotschall		1/14/10


Craig Ramsey		33,140		/s/ Craig Ramsey		1/14/10


Alison Ramsey		33,140		/s/ Alison Ramsey		1/12/10


Janice Carlson		115,079		/s/ Janice Carlson		1/19/10


Christie Lennen		35,925		/s/ Christie Lennen		1/19/10


Christie Lennen custodian for:
Colton Lennen		17,600		/s/ Christie Lennen		1/19/10


Christie Lennen custodian for:
Kelby Lennen		6,200		/s/ Christie Lennen		1/19/10


David Fulcher		35,575		/s/ David Fulcher		1/19/10


David Fulcher custodian for:
Jessica Fulcher		17,600		/s/ David Fulcher		1/19/10


David Fulcher custodian for:
Alyssa Fulcher		2,000		/s/ David Fulcher		1/19/10

Page 3 of 7

VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2013


SHAREHOLDER	NUMBER OF SHARES		SIGNATURE	DATE

Laura Gifford		123,723	/s/Laura Gifford		1/18/10


Robert Gifford Jr.		31,900	/s/ Robert Gifford, Jr		1/20/10


Terry Gifford		32,700	/s/ Terry Gifford		1/15/10


CHS Foundation Phyllis Gotschall Wilhelm, Trustee	56,163		/s/ Phyllis G Wilhelm Trustee		1/14/10

Page 4 of 7

VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2013


SHAREHOLDER	NUMBER OF SHARES			SIGNATURE	DATE

CHS IR Trust — FBO C Smith III		57,067	By:	/s/ Michael Wear	1/21/10

PNC Bank, NA, Trustee			Its:	Vice President

RS IR Trust — FBO C Smith III		121,678	By:	/s/ Michael Wear	1/21/10

PNC Bank, NA, Trustee			Its:	Vice President

Charles Smith III		61,666		/s/ Charles Smith III	1/19/10


Hilda Smith		5,575		/s/ Hilda Smith	1/19/10


Jennifer Smith		7,442		/s/ Jennifer Smith	1/20/10


Charles Smith III Trustee for:
Jennifer Smith (TTEE)		14,250		/s/ Charles Smith III	1/19/10


C Jason Smith		7,309		/s/ C Jason Smith	1/19/10


Charles Smith III Trustee for:
C Jason Smith (TTEE)		14,250		/s/ Charles Smith III	1/19/10

Page 5 of 7

VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2013


SHAREHOLDER	NUMBER OF SHARES			SIGNATURE	DATE

CHS IR Trust FBO D Dowdell PNC Bank, NA, Trustee	57,067		By: Its:	/s/ Michael Wear Vice President	1/21/10

RS IR Trust FBO D Dowdell PNC Bank, NA, Trustee	121,678		By: Its:	/s/ Michael Wear Vice President	1/21/10

Deborah Dowdell		57,541		/s/Deborah Dowdell	1/15/10


Robert J Morris III		20,863		/s/ Robert j Morris III	1/14/10


Robert J Morris III custodian for:
Skylar D Morris		4,250		/s/ Robert j Morris III	1/14/10


Ryan Morris		20,863		/s/ Ryan Morris	1/20/10


Ryan Morris custodian for:
Kaitlin Morris		4,250		/s/ Ryan Morris	1/20/10


Ryan Morris custodian for:
Matthew Morris		4,250		/s/ Ryan Morris	1/20/10


Ryan Morris custodian for:
Ashley Morris		1,000		/s/ Ryan Morris	1/20/10


Adam Morris		20,863		/s/ Adam Morris	1/14/10


Molly Morris Trappe		6,613		/s/ Molly M Trappe	1/15/10


Deborah Dowdell Trustee for:
Molly Morris Trappe (TTEE)		14,250		/s/Deborah Dowdell	1/15/10


Suzanne Allen		1,800		/s/ Suzanne Allen	1/24/10

Page 6 of 7

VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2013


SHAREHOLDER	NUMBER OF SHARES			SIGNATURE	DATE

CHS IR Trust FBO H Smith PNC Bank, NA, Trustee	57,068		By: Its:	/s/ Michael Wear Vice President	1/21/10

RS IR Trust FBO H Smith PNC Bank, NA, Trustee	121,678		By: Its:	/s/ Michael Wear Vice President	1/21/10

Hudson D. Smith		75,592		/s/ Hudson D. Smith	1/15/10


Deborah Ann Smith		6,255		/s/ Deborah Ann Smith	1/15/10


Hudson Smith Trustee for:
Cynthia R Smith (TTEE)		15,300		/s/ Hudson D. Smith	1/15/10


Christina Halle Smith		8,576		/s/ Christina H. Smith	1/15/10


Hudson Smith Trustee for:
C Halle Smith (TTEE)		15,300		/s/ Hudson D. Smith	1/15/10

Page 7 of 7