0001095811-01-505218.txt : 20011009
0001095811-01-505218.hdr.sgml : 20011009
ACCESSION NUMBER: 0001095811-01-505218
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 20010927
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICAN VANGUARD CORP
CENTRAL INDEX KEY: 0000005981
STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870]
IRS NUMBER: 952588080
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-19474
FILM NUMBER: 1746104
BUSINESS ADDRESS:
STREET 1: 4695 MACARTHUR COURT
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: 9492601200
MAIL ADDRESS:
STREET 1: 4695 MACARTHUR COURT
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
FORMER COMPANY:
FORMER CONFORMED NAME: AEROCON INC
DATE OF NAME CHANGE: 19720620
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: KRAFT HERBERT A
CENTRAL INDEX KEY: 0001156998
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 4695 MACARTHUR BOULEVARD
STREET 2: SUITE 1250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: 9492601200
MAIL ADDRESS:
STREET 1: 4695 MACARTHUR BOULEVARD
STREET 2: SUITE 1250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
SC 13D/A
1
a75975a3sc13da.txt
AMENDMENT NO. 3 TO SCHEDULE 13D
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
AMERICAN VANGUARD CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
--------------------------------------------------------------------------------
(Title of Class of Securities)
030371108
--------------------------------------------------------------------------------
(CUSIP Number)
Herbert A. Kraft
4695 MacArthur Boulevard, Suite 1250
Newport Beach, CA 92660
(949) 260-1200
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 28, 2001
--------------------------------------------------------------------------------
(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(b) 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).
Page 1 of 6
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CUSIP No. 030371108 SCHEDULE 13D
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1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
HERBERT A. KRAFT AND ELEANOR L. KRAFT,
CO-TRUSTEES OF THE KRAFT FAMILY TRUST U/T/A/ 11/9/89
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
N/A
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
CALIFORNIA
--------------------------------------------------------------------------------
7. Sole Voting Power
521,754 SHARES OF COMMON STOCK*
Number of ----------------------------------------------------
Shares 8. Shared Voting Power
Beneficially
Owned by -0-
Each ----------------------------------------------------
Reporting 9. Sole Dispositive Power
Person
With 521,754 SHARES OF COMMON STOCK*
----------------------------------------------------
10. Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
521,754 SHARES OF COMMON STOCK*
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount In Row (11)
Excludes Certain Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented By Amount In Row (11)
18.2% OF SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
OO
--------------------------------------------------------------------------------
* Includes 1,730 shares of Common Stock held by Herbert Kraft personally in an
individual retirement account.
Page 2 of 6
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CUSIP No. 030371108 SCHEDULE 13D
--------------------------------------------------------------------------------
Herbert A. Kraft and Eleanor L. Kraft, Co-Trustees of The Kraft Family
Trust u/t/a 11/9/89 (hereinafter sometimes referred to as the "Reporting
Persons"), hereby amend the report on Schedule 13D filed on or about November 9,
1983 (the "Original Statement") (filed by Glenn A. Wintemute and Herbert A.
Kraft), the Amendment No. 1 to the Original Statement filed on or about November
21, 1984 (the "First Amendment") (filed by Glenn A. Wintemute and Herbert A.
Kraft), and the Amendment No. 2 to the Original Statement filed on or about May
24, 1985 (the "Second Amendment") (filed by Glenn A. Wintemute and Herbert A.
Kraft).
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to the common
stock, $.10 par value per share (the "Common Stock"), of American Vanguard
Corporation (the "Company"). The Company's principal executive offices are
located at 4695 MacArthur Boulevard, Suite 1250, Newport Beach, California
92660.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Herbert A. Kraft and Eleanor L. Kraft.
(b) Mr. Kraft's business address is 4695 MacArthur Boulevard, Suite
1250, Newport Beach, California 92660. Mrs. Kraft is retired.
(c) Mr. Kraft is the Co-Chairman of the Board of Directors of the
Company. Mrs. Kraft is retired.
(d) During the past five years, the Reporting Persons have not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, the Reporting Persons have not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he or she 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.
(f) Mr. and Mrs. Kraft are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement relates to the disposition by the Reporting Persons of
175,000 shares of Common Stock at $13.60 per share. Goldsmith & Harris
Incorporated acted as the selling agent on behalf of the Reporting Persons to
effect the sale, and in exchange received $0.20 per share. The sale was made in
connection with the Prospectus dated June 14, 2001 and the Prospectus Supplement
dated June 28, 2001 (collectively, the "Prospectus") related to the Company's
Registration Statement on Form S-3, Registration No. 333-62612 (the
"Registration Statement").
Page 3 of 6
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CUSIP No. 030371108 SCHEDULE 13D
--------------------------------------------------------------------------------
In addition, this Statement is intended to reconcile material
acquisitions and dispositions, if any, made by the Reporting Persons prior to
this Statement but subsequent to the Second Statement. After the Second
Amendment but prior to this Statement, the Reporting Persons have not made any
acquisitions of securities of the Company which, as a result of such
acquisition, resulted in a material increase of the Reporting Persons'
percentage beneficial ownership interest of the Common Stock of the Company.
After the Second Amendment but prior to this Statement, the Reporting Persons
transferred shares of Common Stock of the Company held in the individual name of
one or both of the Reporting Persons to The Kraft Family Trust u/t/a 11/9/89 for
estate planning purposes, and made other dispositions in the aggregate of
approximately 286,440 shares of Common Stock of the Company.
ITEM 4. PURPOSE OF THE TRANSACTION.
Except as disclosed in this Statement, the Reporting Persons do not have
any current plan or proposal that relates to or would result in matters
described in clauses (a) through (j) of the instructions to Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b):
Number of Percentage of Number of Number of Number of Number of
Shares Shares Shares with Shares with Shares with Shares with
Beneficially Beneficially Sole Voting Shared Voting Sole Power of Shared Power
Reporting Person Owned Owned(1) Power Power Disposition of Disposition
---------------- ------------ ------------- ----------- ------------- ------------- --------------
Herbert A. Kraft 521,754 18.2% 521,754 -0- 521,754 -0-
and Eleanor L.
Kraft, as
Co-Trustees of
The Kraft Family
Trust u/t/a
11/9/89(2)
----------------
(1) Figures based on 2,870,274 shares of Common Stock outstanding.
(2) Figures include 1,730 shares of Common Stock held by Herbert A. Kraft
personally in an individual retirement account.
Page 4 of 6
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CUSIP No. 030371108 SCHEDULE 13D
--------------------------------------------------------------------------------
(c) On June 28, 2001, the Reporting Persons sold 175,000 shares of Common Stock
at $13.60 per share. Goldsmith & Harris Incorporated acted as the selling
agent on behalf of the Reporting Persons to effect the sale, and in exchange
received $0.20 per share. The sale was made in connection with the
Prospectus related to the Registration Statement.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Reporting Persons are not currently parties to any contract,
arrangement, understanding, or relationship with respect to any securities of
the Company.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Pursuant to Rule 13d-2(e), this Statement contains a restatement of the
text of the Original Statement, the First Amendment and the Second Amendment,
which are attached hereto as exhibits as follows:
1. Original Statement
2. First Amendment
3. Second Amendment
Page 5 of 6
6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: September 26, 2001 /s/ HERBERT A. KRAFT
------------------------------
Herbert A. Kraft
CO-TRUSTEE OF THE KRAFT
FAMILY TRUST U/T/A 11/9/89
/s/ ELEANOR L. KRAFT
------------------------------
Eleanor L. Kraft
CO-TRUSTEE OF THE KRAFT
FAMILY TRUST U/T/A 11/9/89
Page 6 of 6
7
EXHIBIT INDEX
Exhibit
No. Description
--------- -------------------
1. Original Statement
2. First Amendment
3. Second Amendment
EX-1
3
a75975a3ex1.txt
EXHIBIT 1
1
EXHIBIT 1
CUSIP No. 030371108 SCHEDULE 13D
--------------------------------------------------------------------------------
ORIGINAL STATEMENT
Item 1. Security and Issuer.
This statement relates to the common stock, $.10 par value per share
(the "Common Stock"), of American Vanguard Corporation, a Delaware corporation
(the "Company"), whose principal executive offices are located at 4100 East
Washington Boulevard, Los Angeles, California 91504.
Item 2. Identity and Background.
Two persons are jointly filing this statement: Herbert A. Kraft and
Glenn A. Wintemute (sometimes referred to herein as the "Reporting Persons").
Certain information with respect to each of them follows:
1. (a) Herbert A. Kraft.
(b) The business address of Mr. Kraft is 4100 East Washington Boulevard,
Los Angeles, California 90023.
(c) The present principal occupation of Mr. Kraft is that of Chairman of the
Board and President of the Company. Mr. Kraft is also a director and 7.0%
stockholder of the Company.
(d) During the last five years and prior thereto, Mr. Kraft has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years and prior thereto, Mr. Kraft has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in his becoming 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.
(f) Mr. Kraft is a citizen of the United States of America.
2. (a) Glenn A. Wintemute.
(b) The business address of Mr. Wintemute is 4100 East Washington Boulevard,
Los Angeles, California 90023.
(c) The present principal occupation of Mr. Wintemute is that of President of
Amvac Chemical Corporation, a wholly-owned subsidiary of the Company. Mr.
Wintemute is also a director, vice president and 18.1% stockholder of the
Company.
Page 1 of 4
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CUSIP No. 030371108 SCHEDULE 13D
--------------------------------------------------------------------------------
(d) During the last five years and prior thereto, Mr. Wintemute has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years and prior thereto, Mr. Wintemute has not been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in his becoming 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.
(f) Mr. Wintemute is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The securities giving rise to the filing of this Schedule 13D were
previously acquired or received by the Reporting Persons from time to time for
investment purposes. Both of the Reporting Persons acquired their respective
shares of Common Stock of the Company in connection with stock reorganization
transactions in which formerly unaffiliated companies became subsidiaries of the
Company. Mr. Kraft received his shares in connection with the January 1969
reorganization whereby Captive Air and Manufacturers Mirror & Glass Co., Inc.,
became wholly-owned subsidiaries of the Company. Mr. Wintemute received his
shares in connection with the October 1971 reorganization whereby AMVAC Chemical
Corporation (formerly Duram Chemical Corporation) became a wholly-owned
subsidiary of the Company. Both Messrs. Kraft and Wintemute had previously
acquired their shares of the formerly unaffiliated companies for cash. Neither
of the Reporting Persons has previously filed either a Schedule 13D or a
Schedule 13G.
With respect to the potential acquisitions described in Item 4, Messrs.
Kraft and Wintemute intend to use personal funds. Although no final decision has
been made as to the method of obtaining such funds, it is anticipated that
Messrs. Kraft and Wintemute will borrow the necessary funds from a commercial
bank.
Item 4. Purpose of Transaction.
At the time of the acquisition of shares of the Common Stock by the
Reporting Persons there were no plans or proposals by or between the Reporting
Persons which would relate to or result in matters described in clauses (b)
through (j) of Item 4 of Schedule 13D.
The Reporting Persons are both directors and executive officers of the
Company. At present, Messrs. Kraft and Wintemute beneficially own 7.0% and 18.1%
of the shares of Common Stock outstanding. They have decided to attempt to
acquire sufficient additional shares so that they will each individually own the
same number of shares and collectively they will own more than 50% of the issued
and outstanding shares of the Common Stock of the Company. Initially they
intend, to the extent permitted by law, to approach a small number of major
holders of shares and effect private purchases. They are also considering a
public tender to all existing stockholders of the Company. There are no other
plans or proposals described in the instructions to Item 4 by or between the
Reporting Persons. If successful in acquiring more than 50% of the issued and
outstanding securities, the Reporting Persons do not intend to materially change
the Company's management, present capitalization or dividend policy, the charter
documents or the Company's business or corporate structure.
Page 2 of 4
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CUSIP No. 030371108 SCHEDULE 13D
--------------------------------------------------------------------------------
Item 5. Interest of Securities of the Issuer.
The following information is furnished with respect to the Common Stock
of the Company beneficially owned by each of the Reporting Persons:
Percentage of
Total Number Outstanding Number of Number of Number of Number of
of Shares Shares Shares Sole Shares Shared Shares Sole Shares Shared
Beneficially Beneficially Power to Power to Power of Power of
Name Owned Owned Vote Vote Disposition Disposition
---- ------------ ------------- ----------- ------------- ----------- -----------
Herbert A. Kraft 121,909(1) 7.0% 121,909 -0- 121,909 -0-
Glenn A. Wintemute 316,521(2) 18.1% 316,521 -0- 316,521 -0-
------- ---- ------- --- ------- ---
Totals 438,430 25.1% 438,430 -0- 438,430 -0-
======= ==== ======= === ======= ===
With the exception of the transaction referred to in Footnote (2) to the
foregoing table, neither of the Reporting Persons has effected a trade in the
Company's Common Stock within the sixty days prior to October 28, 1983.
-----------
(1) On September 28, 1979, Herbert A. Kraft acquired four separate options to
purchase 79,879 shares currently held by four persons. The 79,879 shares
subject to these options are not included in the 121,909 shares shown above
as owned by Mr. Kraft. The right to exercise this option is dependent upon
the prior disposition of shares of the Company by certain other shareholders
or upon a public trading price exceeding $2.40 per share of Common Stock for
a stated period of time. At November 1, 1983, the quoted public trading
price of a share of Common Stock was $.50; however, there has been no
trading in such shares for over three years.
(2) Does not include 62,545 shares to be returned to Mr. Wintemute in
cancellation of a promissory note previously given to Mr. Wintemute by the
stockholder as consideration for such shares.
Page 3 of 4
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CUSIP No. 030371108 SCHEDULE 13D
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
the Securities of the Issuer.
Messrs. Kraft and Wintemute have agreed to share all expenses associated
with acquiring shares of Common Stock of the Company. There are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons or between such persons and any other person with
respect to any securities of the Company.
Item 7. Material to Be Filed as Exhibits.
Inapplicable.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, the undersigned each certify that the information set forth in
this statement with respect to such signatory is true, complete and correct.
Name Date of Execution
---- -----------------
/s/ HERBERT A. KRAFT November 4, 1983
------------------------------
Herbert A. Kraft
/s/ GLENN A. WINTEMUTE November 4, 1983
------------------------------
Glenn A. Wintemute
Page 4 of 4
EX-2
4
a75975a3ex2.txt
EXHIBIT 2
1
EXHIBIT 2
CUSIP No. 030371108 SCHEDULE 13D
--------------------------------------------------------------------------------
FIRST AMENDMENT
Item 1. Security and Issuer.
This Amendment No. 1 relates to the common stock, $.10 par value per
share (the "Common Stock"), of American Vanguard Corporation, a Delaware
corporation (the "Company"), whose principal executive offices are located at
4100 East Washington Boulevard, Los Angeles, California 90023. The original
Schedule 13D, which is being amended hereby, was filed with the Securities and
Exchange Commission by Glenn A. Wintemute and Herbert A. Kraft on November 4,
1983 (the "November, 1983 Filing"). This Amendment was necessitated by the
transactions described in the second paragraph of Item 4 below.
Item 2. Identity and Background.
Two persons are jointly filing this Amendment No. 1: Herbert A. Kraft
and Glenn A. Wintemute (sometimes referred to herein as the "Reporting
Persons"). Reference is made to the background information of the Reporting
Persons set forth under Item 2 of the November, 1983 Filing which information is
incorporated herein by this reference.
Item 3. Source and Amount of Funds or Other Consideration.
In addition to the 746,555 shares of Common Stock acquired on November
8, 1984 (see Item 4 below for description of this transaction), certain
information with respect to shares previously owned by the Reporting Persons, is
set forth in Item 3 of the November, 1983 Filing which information is
incorporated herein by this reference.
The 746,555 shares described in Item 4 were acquired pursuant to 3-year
promissory notes delivered to each Selling Stockholder providing for semi-annual
payments of interest; such payments are secured by a pledge of the shares of
Common Stock so acquired. No down payment was required by the Stock Purchase
Agreements, and no decision has been made by the Reporting Persons as to the
method of obtaining funds necessary to make the installment payments called for
under the promissory notes.
Item 4. Purpose of Transaction.
At the time of the acquisition of shares of the Common Stock by the
Reporting Persons described in the November, 1983 Filing and in the next
paragraph, there were and are no plans or proposals by or between the Reporting
Persons which would relate to or result in matters described in clauses (b)
through (j) of Item 4 of Schedule 13D.
Page 1 of 3
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CUSIP No. 030371108 SCHEDULE 13D
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The Reporting Persons are both directors and executive officers of the
Company. On November 8, 1984, the Reporting Persons acquired 746,555 shares of
the Common Stock from 31 stockholders. Attached as Exhibit 1 hereto is a copy of
the form of Stock Purchase Agreement (together with the promissory note and
pledge agreement) used in each of the 31 purchase and sale transactions.
Attached as Exhibit 2 is a list of the names of each of the stockholders from
whom the shares of the Common Stock were acquired, the number of shares acquired
from each and the price per share paid to such selling stockholders by the
Reporting Persons.
The Reporting Persons do not intend to materially change the Company's
management, present capitalization or dividend policy, the charter documents or
the Company's business or corporate structure.
Item 5. Interest of Securities of the Issuer.
The following information is furnished with respect to the Common Stock
of the Company beneficially owned by each of the Reporting Persons:
Percentage of
Total Number Outstanding Number of Number of Number of Number of
of Shares Shares Shares Sole Shares Shared Shares Sole Shares Shared
Beneficially Beneficially Power to Power to Power of Power of
Name Owned Owned Vote Vote Disposition Disposition
---- ------------ ------------- ----------- ------------- ----------- -----------
Herbert A. Kraft 868,464(1) 49.76% 121,909 746,555 121,909 746,555
Glenn A. Wintemute 1,125,621(1) 64.50% 379,066 746,555 379,066 746,555
--------- ------ ------- ------- ------- -------
Totals 1,931,540 110.68% 500,975 746,555 500,975 746,555
========= ====== ======= ======= ======= =======
With the exception of the transaction referred to in Footnote (2) to the
foregoing table, neither of the Reporting Persons has effected a trade in the
Company's Common Stock within the sixty days prior to November 8, 1984.
---------------
(1) Includes 746,555 shares, acquired jointly by the Reporting Persons on
November 8, 1984. See description of this acquisition contained in Item 4
hereof
Page 2 of 3
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CUSIP No. 030371108 SCHEDULE 13D
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
the Securities of the Issuer.
Messrs. Kraft and Wintemute have agreed to share all expenses associated
with acquiring shares of Common Stock of the Company. There are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons or between such persons and any other person with
respect to any securities of the Company.
Item 7. Material to Be Filed as Exhibits.
Form of Stock Purchase Agreement Exhibit 1
Selling Stockholder Information Exhibit 2
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, the undersigned each certify that the information set forth in
this Amendment No. 1 with respect to such signatory is true, complete and
correct.
Name Date of Execution
---- -----------------
/s/ GLENN A. WINTEMUTE November 16, 1984
--------------------------------
Glenn A. Wintemute
/s/ HERBERT A. KRAFT November 16, 1984
--------------------------------
Herbert A. Kraft
Page 3 of 3
EX-3
5
a75975a3ex3.txt
EXHIBIT 3
1
EXHIBIT 3
CUSIP No. 030371108 SCHEDULE 13D
--------------------------------------------------------------------------------
SECOND AMENDMENT
Item 1. Security and Issuer.
This Amendment No. 2 relates to the common stock, $.10 par value per
share (the "Common Stock"), of American Vanguard Corporation, a Delaware
corporation (the "Company"), whose principal executive offices are located at
4100 East Washington Boulevard, Los Angeles, California 91504. An original
Schedule 13D was filed by Glenn A. Wintemute and Herbert A. Kraft on November 4,
1983 (the "1983 Filing"). An Amendment No. 1 to the 1983 Filing was filed
November 19, 1984 (the "1984 Filing").
Item 2. Identity and Background.
Two persons are jointly filing this statement: Herbert A. Kraft and
Glenn A. Wintemute (sometimes referred to herein as the "Reporting Persons").
Reference is made to the discussion set forth under Item 2 of the 1983 filing,
which information is incorporated herein by this reference.
Item 3. Source and Amount of Funds or Other Consideration.
Certain information with respect to the shares previously owned by the
Reporting Persons, is set forth in Item 3 of the 1983 filing and Item 3 of the
1984 filing, which information is incorporated herein by this reference.
On May 10, 1985 the Reporting Persons acquired 55,449 shares of the
Common Stock of the Company. These shares were acquired pursuant to a three-year
promissory notes delivered to each selling stockholder providing for semi-annual
payments of interest; such payments are secured by a pledge of the shares of
Common Stock so acquired. No down payment was required by the Stock Purchase
Agreements, and no decision has been made by the Reporting Persons as to the
method of obtaining funds necessary to make the installment payments called for
under the promissory note.
The above-referenced purchase is evidenced by a Stock Purchase Agreement
identical in form to that attached as Exhibit 1 to the 1983 filing. That Exhibit
1 to the 1983 filing is hereby incorporated herein by this reference.
Page 1 of 3
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CUSIP No. 030371108 SCHEDULE 13D
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Item 4. Purpose of Transaction.
At the time of the acquisition of shares of the Common Stock by the
Reporting Persons described in the 1983 filing, the 1984 filing, and in the
previous Item 3, there were and are no plans or proposals by or between the
Reporting Persons which would relate to or result in matters described in
clauses (b) through (j) of Item 4 of Schedule 13D.
The Reporting Persons are both directors and executive officers of the
Company.
The Reporting Persons do not intend to materially change the Company's
management, present capitalization or dividend policy, the charter documents or
the Company's business or corporate structure.
The purpose of the purchase by the Reporting Persons of the Common Stock
of the Company is to obtain control of the Company.
Item 5. Interest of Securities of the Issuer.
The following information is furnished with respect to the Common Stock
of the Company beneficially owned by each of the Reporting Persons:
Percentage of
Total Number Outstanding Number of Number of Number of Number of
of Shares Shares Shares Sole Shares Shared Shares Sole Shares Shared
Beneficially Beneficially Power to Power to Power of Power of
Name Owned Owned Vote Vote Disposition Disposition
---- ------------ ------------- ----------- ------------- ----------- -----------
Herbert A. Kraft 923,913(1) 52.94% 121,909 802,004 121,909 802,004
Glenn A. Wintemute 1,118,525(1) 64.09% 316,521 802,004 316,521 802,004
---------------
(1) These figures include 802,004 shares of the Company which were acquired
jointly by the Reporting Persons on two separate occasions. The first
purchase occurred on November 8, 1984 and the second on May 10, 1985 (see
descriptions of these acquisitions in Items 3 and 4 of this Schedule 13D and
Items 3 and 4 of the 1984 filing). In each instance, the purchase was made
pursuant to a joint venture agreement between Messrs. Kraft and Wintemute.
Page 2 of 3
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CUSIP No. 030371108 SCHEDULE 13D
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With the exception of the transaction referred to in this Schedule 13D,
neither of the Reporting Persons has effected a trade in the Company's Common
Stock within the 60 days prior to May 10, 1985.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
the Securities of the Issuer.
Messrs. Kraft and Wintemute have agreed to share all expenses associated
with acquiring shares of Common Stock of the Company. There are no other
contracts, arrangements, understandings, or relationships (legal or otherwise)
between the Reporting Persons or between such persons and any other person with
respect to any securities of the Company.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, the undersigned each certify that the information set forth in
this Amendment No. 2 with respect to such signatory is true, complete and
correct.
Name Date of Execution
---- -----------------
/s/ GLENN A. WINTEMUTE May 17, 1985
-----------------------------------
Glenn A. Wintemute
/s/ HERBERT A. KRAFT May 17, 1985
-----------------------------------
Herbert A. Kraft
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