-----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, JcQ0DYObYJOK8FbBHnfLsliHrEHO61TuRouBH1lbo/kma21GI9aF959BV9krEzRJ ItiUtU56DMIYKXTRXR3ZDg== 0000950123-04-005380.txt : 20040429 0000950123-04-005380.hdr.sgml : 20040429 20040429103559 ACCESSION NUMBER: 0000950123-04-005380 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040429 GROUP MEMBERS: VICTORIA C. NOZKO FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOZKO HENRY W JR CENTRAL INDEX KEY: 0001187996 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 2350 CITY: NEW BRITIAN STATE: CT ZIP: 06050 BUSINESS PHONE: 8602299000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACMAT CORP CENTRAL INDEX KEY: 0000002062 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 060682460 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-13961 FILM NUMBER: 04762877 BUSINESS ADDRESS: STREET 1: 233 MAIN ST STREET 2: P O BOX 2350 CITY: NEW BRITAIN STATE: CT ZIP: 06050-2350 BUSINESS PHONE: 2032299000 MAIL ADDRESS: STREET 1: 233 MAIN STREET STREET 2: P O BOX 2350 CITY: NEW BRITAIN STATE: CT ZIP: 06050-2350 SC 13D 1 y96758sc13d.txt SCHEDULE 13D OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response............... 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ACMAT Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, without par value and Class A Stock, without par value - -------------------------------------------------------------------------------- (Title and Class of Securities) 004615108 (Common Stock) and 004616207 (Class A Stock) - -------------------------------------------------------------------------------- (CUSIP Numbers) Robert H. Frazer, Esq. General Counsel ACMAT Corporation 233 Main Street New Britain, CT 06050-2350 (860) 229-9000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) APRIL 29, 2004 - -------------------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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 for 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). (Continued on following pages) Page 2 of 12 CUSIP NO. 004615108 (COMMON STOCK) - -------------------------------------------------------------------------------- 1) Name of Reporting Person Henry W. Nozko, Jr. I.R.S. I.D. No. of above person (entities only) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (see Instructions) (a) [X] (b) [__] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [__] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7) Sole Voting Power 179,099 Number of Shares Beneficially 8) Shared Voting Power 0 Owned By Each Reporting 9) Sole Dispositive Power 229,099 Person With 10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 229,099 - -------------------------------------------------------------------------------- 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 38.48% - -------------------------------------------------------------------------------- 14) Type of Reporting Person IN -2- Page 3 of 12 CUSIP NO. 004615108 (COMMON STOCK) - -------------------------------------------------------------------------------- 1) Name of Reporting Person Victoria C. Nozko I.R.S. I.D. No. of above person (entities only) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (see Instructions) (a) [X] (b) [__] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [__] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7) Sole Voting Power 310,780 Number of Shares Beneficially 8) Shared Voting Power 0 Owned By Each Reporting 9) Sole Dispositive Power 310,780 Person With 10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 310,780 - -------------------------------------------------------------------------------- 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 56.99% - -------------------------------------------------------------------------------- 14) Type of Reporting Person IN -3- Page 4 of 12 CUSIP NO. 004616207 (CLASS A STOCK) - -------------------------------------------------------------------------------- 1) Name of Reporting Person Henry W. Nozko, Jr. I.R.S. I.D. No. of above person (entities only) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (see Instructions) (a) [X] (b) [__] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [__] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7) Sole Voting Power 110,374 Number of Shares Beneficially 8) Shared Voting Power 0 Owned By Each Reporting 9) Sole Dispositive Power 191,874 Person With 10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 191,874 - -------------------------------------------------------------------------------- 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 10.35% - -------------------------------------------------------------------------------- 14) Type of Reporting Person IN -4- Page 5 of 12 CUSIP NO. 004616207 (CLASS A STOCK) - -------------------------------------------------------------------------------- 1) Name of Reporting Person Victoria C. Nozko I.R.S. I.D. No. of above person (entities only) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (see Instructions) (a) [X] (b) [__] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [__] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7) Sole Voting Power 32,000 Number of Shares Beneficially 8) Shared Voting Power 0 Owned By Each Reporting 9) Sole Dispositive Power 52,000 Person With 10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 52,000 - -------------------------------------------------------------------------------- 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 2.90% - -------------------------------------------------------------------------------- 14) Type of Reporting Person IN -5- ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to shares of the Common Stock, without par value ("Common Stock"), and shares of Class A Stock, without par value ("Class A Stock"), of ACMAT Corporation, a Connecticut corporation (the "Issuer"), with its principal executive offices located at 233 Main Street, New Britain, CT 06050-2350, with a telephone number of: (860) 229-9000. As described more fully in Item 4 below, this Schedule 13D is being filed on behalf of two individuals identified in Item 2(a) below (the "Group") pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") because of the Group's aggregate beneficial ownership of approximately 95% of the Issuer's Common Stock, and approximately 13% of the Issuer's Class A Stock, which together represent approximately 76% of the total voting power of the Issuer, as elsewhere reported herein. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement on Schedule 13D is being filed by Henry W. Nozko, Jr. ("Mr. Nozko, Jr.") and Victoria C. Nozko ("Mrs. Nozko"), two related individuals. Each of the individuals named in the previous sentence is referred to herein individually as a "Reporting Person": and collectively as the "Reporting Persons." Mr. Nozko, Jr. currently serves as the Issuer's Chairman, President, and Chief Executive Officer. Mr. Nozko, Jr. is also the son of the late Henry W. Nozko, Sr., the Issuer's founder and former Chairman, President and Chief Executive Officer, who died in January 2002. Mrs. Nozko is the widow of Henry W. Nozko, Sr. and the mother of Mr. Nozko, Jr.. (b) The business address of Mr. Nozko, Jr. and Mrs. Nozko, is c/o ACMAT Corporation, 233 Main Street, New Britain, CT 06050-2350, telephone number: (860) 229-9000. (c) Mr. Nozko, Jr. currently serves as the Chairman, President and Chief Executive Officer of the Issuer. Mrs. Nozko is a Director of ACMAT Corporation and a homemaker. (d) Neither of the Reporting Persons, during the last five years, has been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors. (e) Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it 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 violation with respect to such laws. -6- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Nozko, Jr As of the date of filing hereof, Mr. Nozko, Jr. beneficially owns 229,099 shares of the Issuer's Common Stock and 191,874 shares of the Issuer's Class A Stock. Mr. Nozko, Jr. owns directly 179,099 shares of the Issuer's Common Stock and may be deemed to share indirect beneficial ownership of 9,100 shares of Common Stock directly owned by Mr. Nozko, Jr.'s spouse, which beneficial ownership Mr. Nozko, Jr. has disclaimed. Mr. Nozko, Jr. acquired the shares of Common Stock directly owned by him through open market or private acquisitions using his personal funds or by the exercise of options. Mr. Nozko, Jr. owns directly 110,374 shares of the Issuer's Class A Stock and may be deemed to share indirect beneficial ownership of 400 shares of Class A Stock directly owned by Mr. Nozko, Jr.'s spouse, which beneficial ownership Mr. Nozko, Jr. has disclaimed. Mr. Nozko, Jr. acquired the shares of Class A Stock directly owned by him through open market or private acquisitions using his personal funds or by the exercise of options. In recognition of Mr. Nozko, Jr.'s service to the Issuer, Mr. Nozko, Jr. has been awarded options to acquire an aggregate of 70,000 shares of the Issuer's Common Stock (50,000 of which are currently exercisable) and an aggregate of 123,500 shares of the Issuer's Class A Stock (81,500 of which are currently exercisable). These option awards have been granted as equity incentive awards by the Issuer's Board of Directors. No personal funds or other consideration were used by Mr. Nozko, Jr. to acquire these options. No leverage or borrowed funds were used to acquire or purchase any of the shares of the Issuer's Common Stock or Class A Stock beneficially owned by Mr. Nozko, Jr. which are the subject of this Schedule 13D. Mrs. Nozko As of the date of filing hereof, Mrs. Nozko beneficially owns 310,780 shares of the Issuer's Common Stock and 52,000 shares of the Issuer's Class A Stock. Mrs. Nozko acquired 321,280 shares of Common Stock in late January 2003 by means of a transfer from the estate of her late husband, Henry W. Nozko, Sr., pursuant to the provisions of his will and Mrs. Nozko thereafter transferred 10,500 of such shares by gifts to other persons on December 31, 2003. Mrs. Nozko currently directly owns 32,000 shares of Class A Stock, which were acquired by Mrs. Nozko with personal funds in open market or private transactions or through the exercise of options. Mrs. Nozko currently holds options to acquire an aggregate of 27,000 shares of Class A Stock (20,000 of which are currently exercisable). These option awards have been granted as equity incentive awards by the Issuer's Board of Directors. No personal funds were used by Mrs. Nozko to acquire these options. -7- No leverage or borrowed funds were used to acquire or purchase any of the shares of the Issuer's Common Stock or Class A Stock beneficially owned by Mrs. Nozko which are the subject of this Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. The shares of Common Stock and Class A Stock which are the subject of this Schedule 13D have been owned by members of the Nozko family for many years, including Mr. Nozko, Jr., Mrs. Nozko and Henry W. Nozko, Sr., the late founder of the Issuer and its former Chairman, President and Chief Executive Officer. Each of the Reporting Persons intend to continue to hold the shares of Common Stock and Class A Stock beneficially owned by the Reporting Persons, subject to estate planning requirements, or other transfers for personal reasons. Except as described in the preceding paragraph, neither of the Reporting Persons have any plan or proposals which related to, or would result in, any of the actions or consequences described in Item 4(a)-(j) of the instructions to Schedule 13D, or any agreement regarding such matters, although the Reporting Persons may in the future take actions which would have such consequences. Depending upon market prices and other conditions, either of the Reporting Persons may acquire additional shares of the Issuer's Common Stock or Class A Stock from time to time on the open market or otherwise. In addition, depending upon market prices and other conditions, either of the Reporting Persons may dispose of some or all of their Common Stock or Class A Stock at any time and from time to time in the open market or otherwise at prices that such Reporting Person may determine. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, the Reporting Persons own the following amount of shares of the Issuer's Common Stock and Class A Stock:
Percentage of Percentage of (*) Reporting Class of Number of Shares (*) Class Total Voting Person Stock Beneficially Owned Outstanding Power - ------------------- ----------- ------------------ ------------- ----------------- Henry W. Nozko, Jr. Common (1) 229,099 38.48 31.80 Class A (2) 191,874 10.35 Victoria C. Nozko Common 310,780 56.99 43.61 Class A (3) 52,000 2.90
(1) Includes currently exercisable options to purchase 50,000 shares of Common Stock but excludes 9,100 shares of Common Stock owned directly by Mr. Nozko, Jr.'s spouse, which indirect beneficial ownership Mr. Nozko, Jr. has disclaimed. -8- (2) Includes currently exercisable options to purchase 81,500 shares of Class A Stock but excludes 400 shares of Class A Stock owned directly by Mr. Nozko, Jr.'s spouse, which indirect beneficial ownership Mr. Nozko, Jr. has disclaimed. (3) Includes currently exercisable options to purchase 20,000 shares of Class A Stock. (*) Based on 545,329 shares of Common Stock outstanding and 1,772,977 shares of Class A Stock outstanding as of April 26, 2004, as reported by the Issuer in proxy statement dated April 29, 2004, as filed with the SEC on April 29, 2004. (b) Each of the Reporting Person has the sole power to vote, or direct the vote of, and the sole power to dispose, of or direct the disposition of the respective beneficially held shares of the Issuer's Common Stock and Class A Stock which are the subject of this Schedule 13D. (c) On December 31, 2003, Mr. Nozko, Jr. acquired 1,000 shares of Common Stock (with a value of $11.75 per share) as a gift and disposed of 1,000 shares of Class A Stock (with a value of $12.60 per share) as a gift. On December 31, 2003, Mrs. Nozko disposed of an aggregate of 10,500 shares of Common Stock (with a value of $11.75 per share) by means of gifts. On March 15, 2004, Mr. Nozko, Jr. was awarded by the Issuer's Board of Directors options to acquire 7,000 shares of Class A Stock (at an exercise price of $12.22 per share) and 20,000 shares of Common Stock (at an exercise price of $11.40 per share). On March 15, 2004, Mrs. Nozko was awarded by the Issuer's Board of Directors options to acquire 7,000 shares of Class A Stock (at an exercise price of $12.22 per share). On April 5, 2004, Mrs. Nozko exercised options to acquire 15,000 shares of Class A Stock at an exercise price of $7.25 per share. On April 5, 2004, Mrs. Nozko sold the 15,000 shares acquired upon exercise of these options at a market price of $13.14 per share. Other than the transactions described above in this Section 5(c), neither of the Reporting Persons have engaged in any transactions in the Issuer's Common Stock or the Class A Stock during the past sixty (60) days. (d) Mr. Nozko, Jr. will have the sole and exclusive right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 229,099 shares of the Issuer's Common Stock and 191,874 shares of the Issuer's Class A Stock beneficially owned by him. Mrs. Nozko will have the sole and exclusive right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 310,780 of the Issuer's Common Stock and 52,000 shares of the Issuer's Class A Stock beneficially owned by her. (e) Not applicable. -9- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. There are no contracts, arrangement, agreements, written or oral, or understandings regarding the shares of Common Stock and/or Class A Stock of the Issuer which are the subject of this Schedule 13D between the Reporting Persons and/or any other persons, other than arrangements as may be provided for under their respective estate plans or with respect to gifts or similar personal matters. However, the Reporting Persons anticipate that they may consult with each other with regard to the management and business of the Issuer from time to time in the future. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 99.1 Joint Filing Agreement, dated as of April 29, 2004. -10- SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we hereby certify that the information set forth in this statement is true, complete and correct. HENRY W. NOZKO, JR. By: /s/ Henry W. Nozko, Jr. ---------------------------------------- Date: April 29, 2004 VICTORIA C. NOZKO By: /s/ Victoria C. Nozko ----------------------------------------- Date: April 29, 2004 -11- EX-99.1 2 y96758exv99w1.txt JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, without par value, and the Class A Stock, without par value, of ACMAT Corporation (the "Company"), and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree to indicate in their joint filings on Schedule 13D that they are members of a "group" (as such term is used in Rule 13d-1 under the Securities Exchange Act of 1934). The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of April 29, 2004. HENRY W. NOZKO, JR. VICTORIA C. NOZKO By: /s/ Henry W. Nozko, Jr. By: /s/ Victoria C. Nozko ----------------------- ---------------------- -----END PRIVACY-ENHANCED MESSAGE-----