-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LwyNjT0z79BNFm6ms4y+5nvaGhlOYM6n5vKjYqgUYgychERb4MXm7ywFfTXdMHJK dl5mbAPUPh5uxJqLC2mjyw== 0000917493-95-000003.txt : 19950608 0000917493-95-000003.hdr.sgml : 19950608 ACCESSION NUMBER: 0000917493-95-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950607 SROS: NONE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31211 FILM NUMBER: 95545425 BUSINESS ADDRESS: STREET 1: 6300 S SYRACUSE WAY SUITE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111-6723 BUSINESS PHONE: 3034860017 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/A BUSINESS ADDRESS: STREET 1: BENNINGTON JOHNSON RUTTUM & REEVE STREET 2: 370 17TH STREET SUITE 2480 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3036295200 MAIL ADDRESS: STREET 1: 370 SEVENTEENTH STREET SUITE 2480 STREET 2: C/O BENNINGTON JOHNSON CITY: DENVER STATE: CO ZIP: 80202 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Katy Industries, Inc. (Name of Issuer) Common Stock, One Dollar ($1.00) par value (Title of Class of Securities) 486026107 (CUSIP Number) Philip E. Johnson, Esq. Bennington, Johnson, Ruttum & Reeve 370 17th Street, Suite 2480 Denver, Colorado 80202 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 5, 1995 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). (Continued on following page(s)) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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* PF, AF, OO 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 87,950 8. SHARED VOTING POWER 3,015,791 9. SOLE DISPOSITIVE POWER 87,950 10. SHARED DISPOSITIVE POWER 3,015,791 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,103,741 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.1% 14. TYPE OF REPORTING PERSON* IN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Denis H. 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 ITEMS 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 7,898 8. SHARED VOTING POWER 3,112,159 9. SOLE DISPOSITIVE POWER 7,898 10. SHARED DISPOSITIVE POWER 3,112,159 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,120,057 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 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lelia 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 ITEMS 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 113,466 8. SHARED VOTING POWER 2,994,009 9. SOLE DISPOSITIVE POWER 113,466 10. SHARED DISPOSITIVE POWER 2,994,009 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,107,475 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2% 14. TYPE OF REPORTING PERSON* IN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 ITEMS 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 2,054,280 9. SOLE DISPOSITIVE POWER 2,151 10. SHARED DISPOSITIVE POWER 2,054,280 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,056,431 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.7% 14. TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Denis H. Carroll 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 ITEMS 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 2,054,280 9. SOLE DISPOSITIVE POWER 2,151 10. SHARED DISPOSITIVE POWER 2,054,280 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,056,431 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.7% 14. TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Lelia Carroll and her 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 ITEMS 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 2,054,280 9. SOLE DISPOSITIVE POWER 2,151 10. SHARED DISPOSITIVE POWER 2,054,280 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,056,431 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.7% 14. TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. 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* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 372,120 8. SHARED VOTING POWER 2,054,280 9. SOLE DISPOSITIVE POWER 372,120 10. SHARED DISPOSITIVE POWER 2,054,280 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,426,400 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.7% 14. TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Denis H. Carroll 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 ITEMS 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 372,120 8. SHARED VOTING POWER 2,054,280 9. SOLE DISPOSITIVE POWER 372,120 10. SHARED DISPOSITIVE POWER 2,054,280 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,426,400 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.7% 14. TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Lelia Carroll and her 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 ITEMS 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 372,120 8. SHARED VOTING POWER 2,054,280 9. SOLE DISPOSITIVE POWER 372,120 10. SHARED DISPOSITIVE POWER 2,054,280 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,426,400 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.7% 14. TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Lelia H. Carroll Trust U/A Dated 7/12/62 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 ITEMS 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 216,304 8. SHARED VOTING POWER 431,588 9. SOLE DISPOSITIVE POWER 216,304 10. SHARED DISPOSITIVE POWER 431,588 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 647,892 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% 14. TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 1/20/61 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 ITEMS 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 44,486 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 44,486 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,486 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 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 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 ITEMS 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 21,176 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 21,176 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,176 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 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll, Jr. Trust #1 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 ITEMS 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 1,000 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 1,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000 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 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 ITEMS 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 774 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 774 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 774 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 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 2/1/54 F/B/O Lelia 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 ITEMS 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 -0- 8. SHARED VOTING POWER 2,054,280 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 2,054,280 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,054,280 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6% 14. TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Lelia H. Carroll Trust U/A Dated 3/1/55 F/B/O Lelia 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 ITEMS 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 -0- 8. SHARED VOTING POWER 2,054,280 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 2,054,280 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,054,280 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6% 14. TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 ITEMS 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 2,054,280 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 2,054,280 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,054,280 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6% 14. TYPE OF REPORTING PERSON* CO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Z Liquidation Corporation 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 ITEMS 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 645,000 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 645,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 645,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% 14. TYPE OF REPORTING PERSON* CO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LeWa Company 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 ITEMS 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 431,558 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 431,588 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 431,588 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% 14. TYPE OF REPORTING PERSON* CO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Carroll 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 ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 40,170 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 40,170 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,170 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 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gage Partnership, Ltd. 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 ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 7,691 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 7,691 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,691 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* PN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gage Partnership 1989, Ltd. 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 ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 2,207 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 2,207 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,207 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* PN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gage Partnership 1990, Ltd. 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 ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 5,272 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 5,272 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,272 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* PN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gage Partnership 1991, Ltd. 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 ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 5,906 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 5,906 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,906 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* PN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WEC Partnership, Ltd. 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 ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 16,501 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 16,501 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,501 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* PN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SIS Partnership, Ltd. 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 ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 19,552 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 19,532 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,532 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* PN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip E. Johnson 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 ITEMS 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 5,550 8. SHARED VOTING POWER 3,079,858 9. SOLE DISPOSITIVE POWER 5,550 10. SHARED DISPOSITIVE POWER 3,079,858 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,085,408 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.07% 14. TYPE OF REPORTING PERSON* IN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 ITEMS 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 6,164 8. SHARED VOTING POWER 3,325,454 9. SOLE DISPOSITIVE POWER 6,164 10. SHARED DISPOSITIVE POWER 3,325,454 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,331,618 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.7% 14. TYPE OF REPORTING PERSON* IN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Arthur R. Miller 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 ITEMS 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 3,000 8. SHARED VOTING POWER 3,801,724 9. SOLE DISPOSITIVE POWER 3,000 10. SHARED DISPOSITIVE POWER 3,801,724 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,801,724 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.9% 14. TYPE OF REPORTING PERSON* IN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brooke H. Johnson 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 ITEMS 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 1,800 8. SHARED VOTING POWER 2,054,280 9. SOLE DISPOSITIVE POWER 1,800 10. SHARED DISPOSITIVE POWER 2,054,280 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,056,080 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.7% 14. TYPE OF REPORTING PERSON* IN AMENDMEN T NO. 17 TO SCHEDULE 13D This amended statement relates to the Common Stock, $1.00 par value per share (the "Shares"), of Katy Industries, Inc. (the "Company"). This statement is being filed in accordance with Item 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, Denis H. Carroll, Lelia Carroll, The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '57 Trust"), The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Denis H. Carroll and his descendants (the "DHC '57 Trust"), The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Lelia Carroll and her descendants (the "LC '57 Trust"), The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '58 Trust"), The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Denis H. Carroll and his descendants (the "DHC '58 Trust"), The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Lelia Carroll and her descendants (the "LC '58 Trust"), The Lelia H. Carroll Trust U/A Dated 7/12/62 (the "'62 Trust"), The Wallace E. Carroll Trust U/A Dated 1/20/61 (the "'61 Trust"), The Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 (the "'78 Trust"), The Wallace E. Carroll, Jr. Trust Number 1 U/A Dated 12/30/76 (the "'76 Trust Number 1"), The Wallace E. Carroll, Jr. Trust Number 2 U/A Dated 12/30/76 (the "'76 Trust Number 2"), The Wallace E. Carroll Trust U/A Dated 2/1/54 F/B/O Lelia Carroll (the "LC '54 Trust"), The Lelia H. Carroll Trust U/A Dated 3/1/55 F/B/O Lelia Carroll (the "LC '55 Trust"), CRL, Inc., a Delaware corporation ("CRL"), Z Liquidation Corporation, a Delaware corporation ("Z Liquidation"), LeWa Company, an Illinois corporation ("LeWa"), The Carroll Foundation, Gage Partnership, Ltd., a Colorado limited partnership ("Gage Ltd."), Gage Partnership 1989, Ltd., a Colorado limited partnership ("Gage 1989"), Gage Partnership 1990, Ltd., a Colorado limited partnership ("Gage 1990"), Gage Partnership 1991, Ltd., a Colorado limited partnership ("Gage 1991"), WEC Partnership, Ltd., a Colorado partnership, SIS Partnership, Ltd., a Colorado partnership, Philip E. Johnson, Jr., Amelia M. Carroll, Arthur R. Miller and Brooke H. Johnson, pursuant to a Joint 13D Filing Agreement dated as of September 1, 1992, as amended (collectively, the "Reporting Persons"). Item 2.Identity and Background Item 2 is hereby amended as follows: Pamela C. Crigler has ceased to be Reporting Persons for purposes of this Amended Statement. The shares formerly reported as beneficially owned by such Pamela C. Crigler are reported in this amended statement as beneficially owned by CRL. Certain information regarding the following Reporting Persons has changed and is amended as follows: A. Philip E. Johnson a. Philip E. Johnson b. c/o Bennington, Johnson, Ruttum & Reeve 370 17th Street, Suite 2480 Denver, Colorado 80202 c. Chairman of the Board, Katy Industries, Inc. and Partner with Bennington, Johnson, Ruttum & Reeve, Attorneys at Law, 370 17th Street, Suite 2480, Denver, Colorado 80202 d. Negative e. Negative f. United States Citizen B. The Lelia H. Carroll Trust U/A Dated 7/12/62 a. The Lelia H. Carroll Trust U/A Dated 7/12/62 b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 c. Not Applicable d. Negative e. Negative f. Illinois C. The Wallace E. Carroll Trust U/A Dated 1/20/61 a. The Wallace E. Carroll Trust U/A Dated 1/20/61 b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 c. Not applicable d. Negative e. Negative f. Illinois D. The Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 a. The Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 c. Not applicable d. Negative e. Negative f. Illinois E. The Wallace E. Carroll, Jr. Trust Number 1 U/A Dated 12/30/76 a. The Wallace E. Carroll, Jr. Trust Number 1 U/A Dated 12/30/76 b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 c. Not applicable d. Negative e. Negative f. Illinois F. The Wallace E. Carroll, Jr. Trust Number 2 U/A Dated 12/30/76 a. The Wallace E. Carroll, Jr. Trust Number 2 U/A Dated 12/30/76 b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 c. Not applicable d. Negative e. Negative f. Illinois G. CRL, Inc. a. CRL, Inc. b. State of Incorporation: Delaware c. Principal Business: A diversified holding company 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 d. Negative e. Negative Executive Officers & Directors of CRL, Inc. Jonathan Johnson a. Jonathan Johnson (President, Chief Financial Officer and Secretary) b. CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 c. Vice President, Chief Financial Officer and Secretary of CRL, Inc. d. Negative e. Negative f. United States Citizen Wallace E. Carroll, Jr. (Chairman, Director and Vice President) (information previously provided) Lelia Carroll (Vice Chairman, Vice President and Director) (information previously provided) H. The Carroll Foundation a. The Carroll Foundation b. c/o CRL, Inc. 6300 South Syracuse, Suite 300 Englewood, Colorado 80111 c. Not applicable d. Negative e. Negative f. Colorado I. Z Liquidation Corporation a. Z Liquidation Corporation b. State of Incorporation: Illinois c. Principal Business: holding company 6300 S. Syracuse, Suite 300 Englewood, CO 80111 d. Negative e. Negative Executive Officers and Directors of Z Liquidation Corporation Jonathan Johnson a. Jonathan Johnson (President, Chief Financial Officer and Secretary) b. CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 c. Vice President, Chief Financial Officer and Secretary of CRL, Inc. d. Negative e. Negative f. United States Citizen Wallace E. Carroll, Jr. (Chairman, Director and Vice President) (information previously provided) Lelia Carroll (Vice Chairman, Vice President and Director) (information previously provided) J. Arthur R. Miller a. Arthur R. Miller b. Holleb & Coff 55 East Monroe Street, Suite 4100 Chicago, Illinois 60603-5896 c. Partner, Holleb & Coff Attorneys at Law 55 East Monroe Street, Suite 4100 Chicago, Illinois 60603-5896 d. Negative e. Negative f. United States Item 3.Source of Funds Item 3 is hereby amended as follows: The source of funds to be used by Wallace E. Carroll, Jr. to make the payments to certain of the other Reporting Persons described in Item 6 of this amended statement or to consummate the purchases described in Item 4 of this amended statement may be Mr. Carroll's personal funds, proceeds received from the Reorganization (as defined in Item 4 below), loans from CRL or the assets of certain trusts for the benefit of Mr. Carroll and his descendants. Item 4.Purpose of Transaction Item 4 is hereby amended as follows: Members of the family of Wallace E. Carroll, certain trusts formed for their benefit and the benefit of their descendants and certain entities controlled by them (the "Carroll Family"), which includes all of the Reporting Persons, are presently reorganizing their jointly held assets (the "Reorganization"). The Reorganization is expected to be completed later in 1995 with various aspects of the Reorganization to be effective as of January 1, 1995. As part of the Reorganization, it is expected that certain Shares held by certain of the Reporting Persons will be transferred to other Reporting Persons or otherwise sold in open market transactions as described below. Transfers of Shares to other Reporting Persons will be in exchange for various jointly held Carroll Family assets, including interests of the Carroll Family in both public and private companies, certain real estate, aircraft, locomotives and notes receivable and payable. The Reporting Persons anticipate that pursuant to the Reorganization all Shares presently held by CRL and LeWa will become beneficially owned by Wallace E. Carroll, Jr. and certain trusts for his benefit and the benefit of his descendants (the "WEC Jr. Trusts"). As a result, such Shares will cease to be beneficially owned by Lelia Carroll, Denis H. Carroll or Barry J. Carroll, who together with Wallace E. Carroll, Jr., are the four children of Wallace E. Carroll and Lelia H. Carroll. Lelia Carroll, Barry J. Carroll and Denis H. Carroll previously resigned as directors of the Company. Wallace E. Carroll, Jr. continues to serve on the Board of Directors of the Company. Arthur R. Miller and Philip E. Johnson, who are also Reporting Persons, also continue to serve on the Board of Directors of the Company. Upon consummation of the Reorganization, Wallace E. Carroll, Jr. is expected to continue to beneficially own approximately 34.1% of the outstanding Shares. In connection with or following the Reorganization, Wallace E. Carroll, Jr. may seek to increase his beneficial holdings up to approximately 40% of the outstanding Shares by acquiring additional Shares from the other members of the Carroll Family or by acquiring additional Shares in open market transactions. Such acquisitions may be accomplished by Wallace E. Carroll, Jr., in his individual capacity, by the WEC Jr. Trusts or by entities controlled by Wallace E. Carroll, Jr. or such trusts, including CRL. Wallace E. Carroll, Jr. has also entered into certain agreements with other Carroll Family members relating to the purchase and sale of Shares held by them as described under Item 6 of this amended statement. In connection with the Reorganization, the Reporting Persons anticipate that the remaining Shares not beneficially owned by Wallace E. Carroll, Jr. will continue to be held by the Reporting Persons holding such Shares for investment except as described below. In connection with the Reorganization, Lelia Carroll has indicated that she may from time to time seek to sell Shares beneficially owned by her. Such sales may be to Wallace E. Carroll, Jr., the WEC Jr. Trusts or to entities controlled by Wallace E. Carroll, Jr. or such trusts pursuant to the agreements described under Item 6 to this amended statement. Such sales may also be in open market transactions commencing after the filing of this amended statement. Item 5.Interest in Securities of the Issuer Item 5 is hereby amended and restated in its entirety as follows: The information regarding sole and shared beneficial ownership of Shares, the number of such Shares and related percentage ownership for each of the Reporting Persons is incorporated herein by reference to the cover pages to this amended statement. As of the date of this amended statement, the Reporting Persons beneficially own 4,192,998 Shares in the aggregate, or 46.2% of the 9,076,387 outstanding Shares of the Company as of the date of this amendment. Such beneficial ownership does not include 97,226 Shares held by trusts for the benefit of Barry J. Carroll and his descendants, 55,121 Shares held by The Marital Trust formed under the Will of Wallace E. Carroll, 53,598 Shares held by the Estate of Wallace E. Carroll or 8,473 Shares held by Lelia H. Carroll, none of whom are Reporting Persons for purposes of this amended statement. Such beneficial ownership also does not include 11,474 Shares held by the children of Wallace E. Carroll, Jr. and 10,884 Shares held by the children of Denis H. Carroll, all of whom are no longer minor children and are not included in this amended statement as Reporting Persons. Wallace E. Carroll, Jr. solely beneficially owns 87,950 Shares held directly and may be deemed to share beneficial ownership of 6,164 Shares directly held by his wife, Amelia Carroll. The WEC Jr. Trusts collectively hold 467,088 Shares. As a trustee of such trusts, Wallace E. Carroll, Jr. may be deemed to share beneficial ownership of the Shares held by the WEC Jr. Trusts. Other trustees of certain of the WEC Jr. Trusts include Amelia Carroll, Arthur R. Miller, Philip E. Johnson, John P. Corvino and Robert E. Kolek. As a trustee of the Carroll Foundation, a private foundation (the "Carroll Foundation"), Wallace E. Carroll, Jr. may be deemed to share beneficial ownership of 40,170 Shares held by such foundation. As the sole general partner of the WEC Partnership, Ltd., Wallace E. Carroll, Jr. may be deemed to beneficially own 16,501 Shares held by such partnership. Wallace E. Carroll, Jr. may also be deemed to share beneficial ownership of the Shares held by CRL and LeWa described below. Denis H. Carroll solely beneficially owns 7,898 Shares held directly. Various Carroll Family trusts for the benefit of Denis H. Carroll and his descendants (the "DHC Trusts") collectively hold 471,496 Shares. As a trustee of such trusts, Denis H. Carroll may be deemed to share beneficial ownership of the Shares held by the DHC Trusts. Other trustees of certain of the DHC Trusts include Arthur R. Miller and Paul L. Whiting. As a trustee of the Carroll Foundation, Denis H. Carroll may be deemed to share beneficial ownership of 40,170 Shares held by such foundation. As a general partner of the Gage Partnership 1991, Ltd. ("Gage 91"), Denis H. Carroll may be deemed to beneficially own the 5,906 Shares held by Gage 91. Denis H. Carroll may also be deemed to share beneficial ownership of the Shares held by CRL and LeWa described below. Denis H. Carroll is also a trustee of the Marital Trust created under the Will of Wallace E. Carroll (the "Marital Trust") and an administrator of the Wallace E. Carroll Estate (the "Estate") and may be deemed to share beneficial ownership of the 55,121 and 53,598 Shares, respectively, held by the Marital Trust and the Estate. Lelia Carroll solely beneficially owns 93,934 Shares held directly. Various Carroll Family trusts for the benefit of Lelia Carroll and her descendants (the "LC Trusts") collectively hold 467,971 Shares. As a trustee of such trusts, Lelia Carroll may be deemed to share beneficial ownership of the Shares held by the LC Trusts. Other trustees of certain of the LC Trusts include Amelia Carroll, Philip E. Johnson, Jonathan P. Johnson, Arthur R. Miller, John P. Corvino, Robert E. Kolek, Allen P. Lev and Brooke Johnson. As a trustee of the Carroll Foundation, Lelia Carroll may be deemed to share beneficial ownership of 40,170 Shares held by such foundation. As the sole general partner of the SIS Partnership, Ltd., Lelia Carroll may be deemed to beneficially own 19,532 Shares held by such partnership. Lelia Carroll may also be deemed to share beneficial ownership of the Shares held by CRL and LeWa described below. CRL beneficially owns 2,054,280 Shares. Of such Shares, 645,000 are held by CRL's wholly owned subsidiary, Z Liquidation. Certain of the WEC Jr. Trusts, LC Trusts, DHC Trusts and BJC Trusts and Wallace E. Carroll, Jr., Lelia Carroll and the Estate hold all of the outstanding stock of CRL and may be deemed to share beneficial ownership of the Shares owned by CRL. LeWa holds 431,588 Shares. Barry J. Carroll, Denis H. Carroll, Wallace E. Carroll, Jr., Lelia Carroll and certain of the WEC, Jr. Trusts, LC Trusts, DHC Trusts and BJC Trusts hold all of the outstanding common stock of LeWa and may be deemed to share beneficial ownership of the Shares held by LeWa. Upon consummation of the Reorganization referred to in amended Item 4, it is expected that Wallace E. Carroll, Jr. and the WEC Jr. Trusts will beneficially own all of the Katy Shares held by CRL and LeWa and that Lelia Carroll, Denis H. Carroll and Barry J. Carroll and their related trusts will cease to beneficially own a portion of such Shares. Philip E. Johnson solely beneficially owns 5,550 Shares held directly. As a general partner of the Gage Partnership, Ltd., Gage Partnership 1989, Ltd. and Gage Partnership 1990, Ltd., and Gage 91, Mr. Johnson may be deemed to share beneficial ownership of the 7,691, 2,207, 5,272 and 5,906 Shares, respectively, held by such partnerships. Mr. Johnson is a trustee of certain of the WEC Jr. Trusts holding 1,774 Shares and certain of the LC Trusts holding 467,971 Shares and, accordingly, may be deemed to share beneficial ownership of such Shares. Mr. Johnson also is a trustee of the Marital Trust and an administrator of the Estate and may be deemed to share beneficial ownership of the Shares held by such entities. As a result of his position as trustee of certain of the LC Trusts which are stockholders of CRL and LeWa, Mr. Johnson may also be deemed to share beneficial ownership of the Shares held by CRL and LeWa. Arthur R. Miller solely beneficially owns 3,000 Shares held directly. Mr. Miller is a trustee of various WEC Jr. Trusts, LC Trusts and DHC Trusts collectively holding 1,312,856 Shares and, accordingly, may be deemed to share beneficial ownership of such Shares with the other trustees of such trusts. Mr. Miller, as a result of his position as trustee of certain of the WEC Jr.Trusts, LC Trusts and DHC Trusts, may also be deemed to share beneficial ownership of 2,485,868 Shares in the aggregate held by CRL and LeWa. Mr. Miller disclaims beneficial ownership of all Shares owned by the WEC, Jr. Trusts, LC Trusts, DHC Trusts, CRL and LeWa. The 61 Trust and 62 Trust have each been subdivided into four subtrusts for the benefit of Wallace E. Carroll, Jr., Denis H.Carroll, Lelia Carroll and Barry J. Carroll. The 78 Trust has been subdivided into 17 subtrusts also for the benefit of the descendants of such persons. The 76 Trust Number 1 and 76 Trust Number 2 have each been subdivided into four subtrusts for the benefit of the children of Wallace E. Carroll, Jr. The Shares reported as beneficially owned on the cover pages to this amended statement for each of the individual Reporting Persons includes only their pro rata portion of Shares held by such trusts based upon the terms of the foregoing subdivision. The Reporting Persons anticipate that in connection with the Reorganization the Carroll Foundation will be subdivided into three separate foundations controlled by Wallace E. Carroll, Jr., Denis H. Carroll and Lelia Carroll, respectively. Upon such subdivision the Shares beneficially owned by the Carroll Foundation will become beneficially owned on a pro rata basis by such persons in accordance with the terms of such subdivision. In accordance with Item 5 of Schedule 13D, information concerning certain of the trustees of the various Carroll Family trusts referred to above not previously disclosed in this statement is as follows: a. John P. Corvino b. CRL Industries, Inc. 2345 Waukegan Road Suite South 200 Bannockburn, IL 60015 c. General Counsel d. Negative e. Negative f. United States Citizen a. Robert E. Kolek b. Holleb & Coff 55 East Monroe Street, Suite 4100 Chicago, IL 60603-5896 c. Partner, Holleb & Coff 55 East Monroe Street, Suite 4100 Chicago, IL 60603-5896 d. Negative e. Negative f. United States Citizen a. Allen P. Lev b. Holleb & Coff 55 East Monroe Street, Suite 4100 Chicago, IL 60603-5896 c. Partner, Holleb & Coff 55 East Monroe Street, Suite 4100 Chicago, IL 60603-5896 d. Negative e. Negative f. United States Citizen Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended as follows: Pursuant to the Reorganization described in Item 4 above, members of the Carroll Family have terminated, effective May 15, 1995, the Stock Purchase Agreement by and among various Carroll Family members as previously described under Item 6 of this statement. Such agreement contained various restrictions on the transfer of Shares by such persons as previously described under Item 6 of this statement. In connection with the Reorganization and to memorialize certain informal arrangements initially discussed by the Reporting Persons in late 1993 and early 1994, Wallace E. Carroll, Jr. has agreed to guaranty Denis H. Carroll, Lelia Carroll and Barry J. Carroll and certain trusts for their benefit and the benefit of their descendants that if any of such persons or trusts desires to sell certain Shares held by such person or trusts to a third party or in open market transactions, such person or trusts shall receive at least $11.10 per Share. If such transaction is at a price less than $11.10 per Share, Wallace E. Carroll, Jr. has agreed to pay such persons or trusts the difference between $11.10 and the sales price. Upon agreement of the parties, Wallace E. Carroll, Jr. may directly purchase the Shares subject to the foregoing guaranty from such persons or trusts. Approximately 1,104,067 Shares held by such persons and trusts are subject to the foregoing agreement. The definitive terms of the foregoing arrangements are subject to negotiation of the definitive agreements setting forth the terms of the Reorganization. Upon final execution, such agreements will be filed as exhibits to this amended statement. 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 6, 1995 By: /s/ Philip E. Johnson ___________________________________ Philip E. Johnson, signing in his individual capacity and as attorney-in-fact for the Reporting Persons. -----END PRIVACY-ENHANCED MESSAGE-----