-----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, CZPh6ZAZqqY/hEOSrE2jMm3wXdM9u+rPRtBkUQs6ytP+TsRwIIwNjRkzsmo0A3NO 47R7cyJ06NCEKawt/lXvBg== 0000931217-99-000011.txt : 19991020 0000931217-99-000011.hdr.sgml : 19991020 ACCESSION NUMBER: 0000931217-99-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LADISH CO INC CENTRAL INDEX KEY: 0000814250 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 311145953 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53969 FILM NUMBER: 99730344 BUSINESS ADDRESS: STREET 1: 5481 S PACKARD AVE CITY: CUDAHY STATE: WI ZIP: 53110 BUSINESS PHONE: 4147472611 MAIL ADDRESS: STREET 1: 5481 SOUTH PACKARD AVE CITY: CUDAHY STATE: WI ZIP: 53110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRACE BROTHERS LTD CENTRAL INDEX KEY: 0000931217 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363417056 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: 8477331230 MAIL ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 SC 13D 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Ladish Company, Inc. - ----------------------------------------- (Name of Issuer) Common Stock - ----------------------------------------- (Title of Class Securities) 505754200 - ----------------------------------------- (CUSIP Number) David J. Allen, Esquire, 290 South County Farm Rd., Third Floor, Wheaton, IL 60187-4526 (630) 588-7200 - ----------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) October 15, 1999 - ----------------------------------------- (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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box /X/. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided 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). 2 SCHEDULE 13D CUSIP NO. 505754200 PAGE 2 OF 5 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Grace Brothers, Ltd. 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) WC, 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)/ / 6 CITIZENSHIP OR PLACE OR ORGANIZATION ILLINOIS LIMITED PARTNERSHIP 7 SOLE VOTING POWER NUMBER OF 3,706,773 SHARES SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 3,706,773 SHARES WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,706,773 SHARES 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(See Instructions)/ / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.2% 14 TYPE OF REPORTING PERSON* BD,PN Page 3 of 5 Pages Item 1. Security and Issuer This statement relates to the common stock, par value $.01 per share (the "Common Stock"), issued by Ladish Company, Inc., a Wisconsin corporation (the "Company"), whose principal executive offices are located at 5481 South Packard Ave., Cudahy, WI 53310. Item 2. Identity and Background (a) The statement is filed by Grace Brothers, Ltd., an Illinois limited partnership ("Grace"). Bradford T. Whitmore ("Whitmore") and Spurgeon Corporation ("Spurgeon") are the general partners of Grace. (b) The business address of Grace and Whitmore is 1560 Sherman Avenue, Suite 900, Evanston, Illinois 60201. The business address of Spurgeon is 290 South County Farm Road, Third Floor, Wheaton, Illinois 60187. (c) The principal business of Grace is to purchase, sell, invest and trade in securities. Whitmore's principal occupation is that of being a general partner of Grace. The principal business of Spurgeon is that of being a general partner of Grace. The names, business addresses, and present principal occupation or employment of each director and executive officer of Spurgeon are set forth in Exhibit A hereto. (d) None of the persons referred to in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the persons referred to in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, 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) Grace is an Illinois limited partnership and Spurgeon is an Illinois Corporation. Whitmore is a citizen of the United States. Item 3. Source and Amount of Funds The Common Stock beneficially owned by Grace was purchased with working capital and partnership funds. Item 4. Purpose of Transaction The aggregate purchase price of all shares acquired by Grace is $9,844,033.00. Grace previously reported its position in the Company on Schedule 13G. This position is now being reported on this Schedule 13D due to Grace's actions concerning the Company as described below. Grace believes that the Company's share price is undervalued in light of recent transactions of other similarly situated public companies, and believes it is in the best interest of the Company's shareholders for the Company to explore alternative ways of increasing shareholder value, including a possible increased stock buyback program, recapitalization, or sale or merger of the Company. To that end, Grace intends to, in the future, encourage the Company, through communications with the Company's senior management and Board of Directors, to explore and act on one or more of the actions described above and to retain investment professionals (and Grace may itself retain advisors) to explore ways to increase Company shareholder value. Except as set forth in this Item 4, Grace does not have any present plans or proposals which would result in any of the actions enumerated in clauses (a) - (j) of Item 4 of Schedule 13D under the Act. Page 4 of 5 Pages Item 5. Interest in Securities of the Issuer. (a) As of the date of this filing, Grace beneficially owns 3,706,773 shares of Common Stock, representing approximately 27.2% of the outstanding shares of Common Stock. (b) Grace has the sole power to vote and dispose of the Common Stock. (c) The transactions in the Common Stock by the Filers during the period from August 15, 1999 to October 15, 1999 are set forth on Schedule A hereto. (d) No person other than Grace is known to have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of such shares of Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or other relationships with respect to any securities of the Company. Item 7. Items to be filed as Exhibits. Schedule A Exhibit A SIGNATURE Grace Brothers, Ltd., after reasonable inquiry and to the best of its knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. Dated: October 15, 1999 Grace Brothers, Ltd. By:/s/ Bradford T. Whitmore ------------------------ Bradford T. Whitmore General Partner SCHEDULE A TRADE ACTIVITY FOR LADISH COMPANY, INC. COMMON STOCK
DATE AMOUNT PRICE/SHARE 08/27/99 4,400 $7.09 08/30/99 7,100 $7.00 09/01/99 4,500 $7.00 09/02/99 3,000 $7.00 09/13/99 4,000 $6.81 09/14/99 3,200 $6.87 09/15/99 2,100 $7.00 09/24/99 19,500 $6.62 09/27/99 2,700 $6.62 09/29/99 19,000 $6.50 09/30/99 1,000 $6.50 10/07/99 5,300 $6.93 10/11/99 6,400 $6.87 10/12/99 2,500 $6.81 10/13/99 8,100 $6.81 10/14/99 6,800 $6.85 10/15/99 1,300 $6.62
EXHIBIT A Directors and Executive Officers of Spurgeon Corporation Robert D. Van Kampen 101 Washington St. Suite 770 Grand Haven, MI 49417-0070 Sole Shareholder Director and President of Spurgeon. Sole Trustee of Robert D. Van Kampen Trust which is Manager of Van Kampen Asset Management Company, LLC. David J. Allen 290 South County Farm Road Third Floor Wheaton, IL 60187 Vice President and Secretary of Spurgeon. Senior Vice President and General Counsel of Van Kampen Asset Management Company, LLC. Jerald A. Trannel 290 South County Farm Road Third Floor Wheaton, IL 60187 Vice President and Treasurer of Spurgeon. Controller of Grace Brothers, Ltd. and Senior Vice President and Treasurer of Van Kampen Asset Management Company, LLC. All are United States Citizens. The business address of Van Kampen Asset Management Company, LLC is 290 South County Farm Road, Third Floor, Wheaton, Il 60187. The principal business of Van Kampen Asset Management Company LLC is investment and asset management. -----END PRIVACY-ENHANCED MESSAGE-----