-----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, CEOkI5WYoofabIgc3D4Jok+mgafwjNrsFlbtW1+RqErMPzCJFNUMkhlB1YN3LkBx ahrfR4R85RY9pEmDjZGSNg== 0000950134-03-002455.txt : 20030214 0000950134-03-002455.hdr.sgml : 20030214 20030213190221 ACCESSION NUMBER: 0000950134-03-002455 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030214 GROUP MEMBERS: THE SEAVER INSTITUTE GROUP MEMBERS: TRUST UNDER PARAHRAPH VIII OF THE WILL OF FRANK R SEAVER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEAVER INSTITUTE CENTRAL INDEX KEY: 0001134089 IRS NUMBER: 956054764 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 555 FLOWER STREET STREET 2: SUITE 4580 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2136732090 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HYDRIL CO CENTRAL INDEX KEY: 0001116030 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 952777268 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59679 FILM NUMBER: 03562018 BUSINESS ADDRESS: STREET 1: 3300 N SAM HOUSTON PKWY E CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 2814492000 MAIL ADDRESS: STREET 1: 3300 N SAM HOUSTON PKWY EAST CITY: HOUSTON STATE: TX ZIP: 77032 SC 13G/A 1 h03094asc13gza.htm THE SEAVER INSTITUTE FOR HYDRIL COMPANY sc13gza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Hydril Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

4487774 10 9

(Cusip Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        o Rule 13d-1 (c)

        x 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 the disclosures provided in a prior cover page.

The information required in 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 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).

 

 

             
13G
CUSIP No. 448774 10 9
  1. Name of Reporting Person:
Trust under Paragraph VIII of the Will of Frank R. Seaver, Deceased		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
The trust is governed by the laws of the State of California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
none
6. Shared Voting Power:
1,950,141
7. Sole Dispositive Power:
none
8.Shared Dispositive Power:
1,950,141
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,950,141
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
o
  11.Percent of Class Represented by Amount in Row (9):
22.4%(1)
  12.Type of Reporting Person (See Instructions):
00

2

 

             
13G
CUSIP No. 448774 10 9
  1. Name of Reporting Person:
The Seaver Institute		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
486,715
6. Shared Voting Power:
1,950,141(2)
7. Sole Dispositive Power:
486,715
8.Shared Dispositive Power:
1,950,141(2)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,436,856
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
o
  11.Percent of Class Represented by Amount in Row (9):
28.0%(3)
  12.Type of Reporting Person (See Instructions):
CO

3

 

13G
       
Item 1.
  (a) Name of Issuer:
    Hydril Company
  (b) Address of Issuer's Principal Executive Offices:
    3300 North Sam Houston Parkway East
Houston, Texas 77032-3411
 
Item 2.
  (a) Name of Person Filing:
    Trust under Paragraph VIII of the Will
of Frank R. Seaver, Deceased
  (b) Address of Principal Business Office or, if none, Residence:
    c/o The Seaver Institute
11611 San Vicente Blvd., Ste. 545
Los Angeles, CA 90049
  (c)Citizenship:
    The trust is governed by the laws of
the State of California
  (d) Title of Class of Securities:
    Common Stock
  (e) CUSIP Number:
    448774 10 9
  (a) Name of Person Filing:
    The Seaver Institute
  (b) Address of Principal Business Office or, if none, Residence:
    11611 San Vicente Blvd., Ste. 545
Los Angeles, CA 90049
  (c)Citizenship:
    California
  (d) Title of Class of Securities:
    Common Stock
  (e) CUSIP Number:
    448774 10 9
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  o Not Applicable.
  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 

4

 

13G
       
Item 4. Ownership.
For the Trust under Paragraph VIII of the Will of Frank R. Seaver, Deceased: Such trust may be deemed to beneficially own 1,950,141 shares of class B common stock. Each share of class B common stock is immediately convertible into one share of common stock. The beneficiaries of such trust are various educational and religious institutions.
  (a) Amount beneficially owned:
    1,950,141
  (b) Percent of class:
    22.4% (See footnote 1 to item 11 on cover page)
  (c) Number of shares as to which the person has:
   
    (i) Sole power to vote or to direct the vote:
      none
    (ii) Shared power to vote or to direct the vote:
      1,950,141
    (iii) Sole power to dispose or to direct the disposition of:
      none
    (iv) Shared power to dispose or to direct the disposition of:
      1,950,141
For the Seaver Institute: The Seaver Institute may be deemed to beneficially own: (1) 486,715 shares of class B common stock sold by The Seaver Institute, and (2) 1,950,141 s hares of class B common stock held by The Seaver Institute as sole trustee of a trust created under Paragraph VIII of the Will of Frank R. Seaver, Deceased, of which the beneficiaries are various educational and religious institutions. Each share of class B common stock is immediately convertible into one share of common stock.
  (a) Amount beneficially owned:
    2,436,856
  (b) Percent of class:
    28.0 %
  (c) Number of shares as to which the person has:
   
    (i) Sole power to vote or to direct the vote:
      486,715
    (ii) Shared power to vote or to direct the vote:
      1,950,141
    (iii) Sole power to dispose or to direct the disposition of:
      486,715
    (iv) Shared power to dispose or to direct the disposition of:
      1,950,141
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
Item 5.Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Instruction: Dissolution of a group requires a response to this item.
 
Not Applicable
 
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
 
Item 9.Notice of Dissolution of Group.
 
Not Applicable

5

 

13G
       
Item 10.Certification.
 

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
   
Date: February 11, 2003
   
Company Name(s):
 
THE SEAVER INSTITUTE, as Trustee
Under Paragraph VIII of the Will
of Frank R. Seaver, Deceased
   
The Seaver Institute, as Trustee
   
By: /s/ Victoria Seaver Dean
Name: Victoria Seaver Dean,
Title: President
   
THE SEAVER INSTITUTE
   
By: /s/ Victoria Seaver Dean
Name: Victoria Seaver Dean,
Title: President
   

Footnotes:

(1) This figure reflects that the Trust under Paragraph VIII of the Will of Frank R Seaver, Deceased, may be deemed the beneficial owner of 1,950,141 shares of Hydril Company's class B common stock, each of which is entitled to 10 votes, as compared with Hydril Company's common stock, which is entitled to one vote per share. The class B common stock and the common stock generally vote as a single class. Each share of class B common stock is immediately convertible into one share of common stock. According to Hydril Company's Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2002, as of November 5, 2002, there were a total of 15,328,438 shares of common stock outstanding and 7,182,427 shares of class B common stock outstanding. The Trust under Paragraph VIII of the Will of Frank R. Seaver, Deceased, may be deemed to have 22.4% voting power based on the combined number of outstanding shares of the common stock and class B common stock, giving effect to the 10 to 1 voting rights of the class B common stock.

(2) These shares are held by the Trust under Paragraph VIII of the Will of Frank R. Seaver, Deceased.

(3) This figure reflects that The Seaver Institute may be deemed the beneficial owner of 2,436,856 shares of Hydril Company's class B common stock, each of which is entitled to 10 votes, as compared with Hydril Company's common stock, which is entitled to one vote per share. The class B common stock and the common stock generally vote as a single class. Each share of class B common stock is immediately convertible into one share of common stock. According to Hydril Company's Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2002, as of November 5, 2002, there were a total of 15,328,438 shares of common stock outstanding and 7,182,427 shares of class B common stock outstanding. The Seaver Institute may be deemed to have 28.0% voting power based on the combined number of outstanding shares of the common stock and class B common stock, giving effect to the 10 to 1 voting rights of the class B common stock

6

 

EXHIBIT INDEX

EXHIBIT          Joint filing agreement. EX-99.1 3 h03094aexv99w1.htm JOINT FILING AGREEMENT exv99w1

 

EXHIBIT 99.1

AGREEMENT

       The undersigned hereby agree in writing pursuant to the provisions of Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment No. 2 to Schedule 13G to which this Agreement is attached is filed on behalf of each of the undersigned.

Date: February 11, 2003
   
 
TRUSTEE OF THE TRUST UNDER
PARAGRAPH VIII OF THE WILL OF FRANK
R. SEAVER, DECEASED
   
The Seaver Institute, as Trustee
   
By: /s/ Victoria Seaver Dean
Name: Victoria Seaver Dean,
Title: President
   
THE SEAVER INSTITUTE
   
By: /s/ Victoria Seaver Dean
Name: Victoria Seaver Dean,
Title: President
   

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