-----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, U+uk3c1HkjqfbjaU0XVfCMi5J2vb423V7MNJMfrYW12nZ7c4i9w9WNL0HvmU8ek4 +J0jIRvT5G8mlFwTYlThDQ== 0000917493-00-000001.txt : 20000224 0000917493-00-000001.hdr.sgml : 20000224 ACCESSION NUMBER: 0000917493-00-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KATY INDUSTRIES INC CENTRAL INDEX KEY: 0000054681 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 751277589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-31211 FILM NUMBER: 551381 BUSINESS ADDRESS: STREET 1: 6300 S SYRACUSE WAY STE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111-6723 BUSINESS PHONE: 3032909300 MAIL ADDRESS: STREET 1: 6300 S SYRACUSE WAY SUITE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARROLL WALLACE E FAMILY CENTRAL INDEX KEY: 0000917493 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CRL INC STREET 2: 6300 S. SYRACUSE WAY STE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3034860017 MAIL ADDRESS: STREET 1: 6300 S SYRACUSE WAY #300 STREET 2: C/O CRL INC CITY: ENGLEWOOD STATE: CO ZIP: 80111 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 21)(1) Katy Industries, Inc. (Name of Issuer) Common Stock, One Dollar ($1.00) par value (Title of Class of Securities) 486026107 (CUSIP Number) Jonathan P. Johnson President CRL, Inc. 6300 S. Syracuse Way, Suite 300 Englewood, CO 80111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 9, 2000 (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 __. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (1) 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, as amended (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). (Continued on following pages) CUSIP No. 486026107 13D Page 2 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wallace E. Carroll, Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)__ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) __ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 SOLE VOTING POWER 244,457 8 SHARED VOTING POWER 2,860,343 9 SOLE DISPOSITIVE POWER 244,457 10 SHARED DISPOSITIVE POWER 2,860,343 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,104,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 3 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amelia M. Carroll 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)__ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ___ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 SOLE VOTING POWER 18,247 8 SHARED VOTING POWER 2,859,579 9 SOLE DISPOSITIVE POWER 18,247 10 SHARED DISPOSITIVE POWER 2,859,579 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,877,826 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* __ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.3% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 48602107 13D Page 4 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his descendants 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)__ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) __ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 SOLE VOTING POWER 2,151 8 SHARED VOTING POWER 2,073,436 9 SOLE DISPOSITIVE POWER 2,151 10 SHARED DISPOSITIVE POWER 2,073,436 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,075,587 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.8% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 5 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ___ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 SOLE VOTING POWER 553,000 8 SHARED VOTING POWER 2,073,436 9 SOLE DISPOSITIVE POWER 553,000 10 SHARED DISPOSITIVE POWER 2,073,436 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,626,436 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.3% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 6 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O Wallace E. Carroll, Jr. and his descendants 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)__ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ___ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 SOLE VOTING POWER 11,881 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 11,881 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,881 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 7 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. and his descendants 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ___ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 SOLE VOTING POWER 180,661 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 180,661 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,661 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 8 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Subtrusts under The Wallace E. Carroll, Jr. Trust #2 U/A Dated 12/30/76 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ___ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 SOLE VOTING POWER 764 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 764 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 764 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 9 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CRL, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ___ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 SOLE VOTING POWER 2,073,436 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 2,073,436 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,436 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 10 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Wallace Foundation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ___ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BEBEFICIALLY OWNED BY EACH REPORTING PERSON 7 SOLE VOTING POWER 32,910 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 32,910 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,910 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 11 of 15 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Subtrusts under The Wallace E. Carroll Trust U/A dated 12/20/79 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ___ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 SOLE VOTING POWER 5,540 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 5,540 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,540 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! AMENDMENT NO. 21 TO SCHEDULE 13D This amended statement relates to the Common Stock, $1.00 par value per share (the "Shares"), of Katy Industries, Inc., a Delaware corporation. This amended statement is being filed in accordance with Rule 101(a)(2)(i) of Regulation S-T promulgated by the Securities and Exchange Commission in connection with the Commission's Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). This amended statement on Schedule 13D is jointly filed by Wallace E. Carroll, Jr. ("WEC Jr."), Amelia M. Carroll ("AMC"), The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his descendants, The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Warroll, Jr. and his descendants (the "WEC Jr. '58 Trust"), The Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O Wallace E. Carroll, Jr. and his descendants, The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. and his descendants, the Subtrusts under The Wallace E. Carroll, Jr. Trust Number 2 U/A Dated 12/30/76 (the "WEC Jr. '76 Subtrusts Number 2"), CRL, Inc., a Delaware corporation, and The Wallace Foundation pursuant to a Joint 13D Filing Agreement dated as of February 29,1996 and the Subtrusts under The Wallace E. Carroll Trust U/A dated 12/20/79 (the "79 Subtrusts") (collectively, the "Reporting Persons"). Item 2. Identity and Background. Item 2 is hereby amended as follows: On February 9, 2000, the trustees of the Subtrusts under the Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 F/B/O the descendants of Wallace E. Carroll, Jr. (the "WEC Jr. '78 Subtrusts") and the Subtrusts under the Wallace E. Carroll, Jr. Trust Number 1 U/A Dated 12/30/76 (the "WEC Jr. '76 Subtrusts Number 1" and, collectively with the WEC Jr. '78 Subtrusts, the "Trusts") determined to liquidate the Trusts (the "Liquidation") as follows: (i) the '79 Subtrusts will purchase from the WEC Jr.'78 Subtrusts interests in life insurance policies on the life of Lelia H. Carroll owned by the WEC Jr. '78 Subtrusts (the "Insurance Purchase"), (ii) the WEC Jr. '78 Subtrusts will transfer approximately 5,540 Shares to the '79 Subtrusts as payment of the net account payable owed to the '79 Subtrusts by the WEC Jr. '78 Subtrusts after accounting for the amount to be received by the WEC Jr. '78 Subtrusts from the '79 Subtrusts pursuant to the Insurance Purchase, (iii) the WEC Jr. '76 Subtrusts Number 2 will transfer approximately 10 Shares to the WEC Jr. '76 Subtrusts Number 1 as payment of an account payable owed to the WEC Jr. '76 Subtrusts Number 1 by the WEC Jr. '76 Subtrusts Number 2, (iv) the remaining assets of the Trusts will be distributed to the respective beneficiaries thereof, and (v) the Trusts will be liquidated. As a result of the Liquidation, the Trusts, which were previously Reporting Persons under this statement, will cease to be Reporting Persons under this amended statement and the '79 Subtrusts will become a Reporting Person under this amended statement. The Liquidation is expected to be completed on or before March 31, 2000. With respect to the '79 Subtrusts under this Item: (a) Subtrusts under The Wallace E. Carroll Trust U/A dated 12/20/79 (b) c/o CRL, Inc. 6300 South Syracuse Way, Suite 300 Englewood, Colorado 80111 (c) Not applicable (d) Negative (e) Negative (f) Illinois Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended as follows: The source of funds to be used by the '79 Subtrusts and the WEC Jr. '76 Subtrusts Number 1 to acquire the Shares as described in Item 2 of this amended statement will be the cancellation of accounts receivable. The source of funds to be used by the WEC Jr. '58 Trust to make the purchases described in Item 4 of this amended statement will be the WEC Jr. '58 Trust's working capital. Item 4. Purpose of Transaction. Item 4 is hereby amended as follows: The description of the Liquidation set forth in Item 2 above is incorporated herein by reference in its entirety. The cover pages to this amended statement reflect the completion of the Liquidation. The Liquidation is being consummated because the expense of administering the Trusts outweighs the benefits of maintaining the Trusts. The '79 Subtrusts and the WEC Jr. '76 Subtrusts Number 1 will acquire the Shares as described in Item 2 of this amended statement as payment of accounts receivable. The Shares reported herein as beneficially owned by the '79 Subtrusts will be held as investment assets for the benefit of the descendants of WEC Jr. Except as described below, none of the Reporting Persons has any plan or proposal which relates to or would result in any of the matters described in (a) - (j) of this Item. The WEC Jr. '58 Trust intends to purchase up to 50,000 Shares from time to time over the next twelve (12) months in open market transactions or in privately negotiated transactions at prices acceptable to the WEC Jr. '58 Trust in its sole discretion. Any such Shares to be purchased by the WEC Jr. `58 Trust are not reflected as beneficially owned by the Reporting Persons on the cover pages to this amended statement. The Wallace Foundation intends to sell up to all of the Shares it directly beneficially owns from time to time over the next twelve (12) months in one or more open market transactions or in privately negotiated transactions at prices acceptable to The Wallace Foundation in its sole discretion. The disposition of any such Shares by The Wallace Foundation is not reflected on the cover pages to this amended statement. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended as follows: The amended information regarding sole and shared beneficial ownership of Shares of the Reporting Persons and the related percentage ownership for each of the Reporting Persons is incorporated herein by reference to the cover pages to this amended statement. As a result of the Liquidation, (i) the WEC Jr. '78 Subtrusts and the WEC Jr. '76 Subtrusts Number 1 will cease to be the direct beneficial owners of any Shares and will cease to be Reporting Persons under this amended statement, and (ii) the '79 Subtrusts will become the direct beneficial owner of approximately 5,540 shares and will become a Reporting Person under this amended statement. The trustees of the '79 Subtrusts are WEC Jr., AMC, and Arthur R. Miller. Accordingly, such persons may be deemed to share beneficial ownership of Shares beneficially owned by the '79 Subtrusts. After giving effect to the Liquidation, the Reporting Persons under this amended statement collectively beneficially own 3,123,047 Shares representing 37.2% of the outstanding Shares (assuming the issuance of Shares underlying options to purchase 8,000 Shares and 10,000 Shares held by AMC and WEC Jr., respectively). Percentage beneficial ownership as reported in this amended statement is based upon 8,369,958 Shares outstanding as of November 12, 1999. [The Remainder of this Page is Intentionally Left Blank] 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: February 23, 2000 /s/ Jonathan P. Johnson -------------------------------------------- Jonathan P. Johnson, as attorney-in-fact for the Reporting Persons not signatory hereto. SUBTRUSTS UNDER THE WALLACE E. CARROLL TRUST U/A DATED 12/20/79 /s/ Wallace E. Carroll, Jr. -------------------------------------------- Wallace E. Carroll, Jr. Trustee -----END PRIVACY-ENHANCED MESSAGE-----