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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 13D COMMON STOCK, $.10 PAR VALUE 156713-10-9 (Common Stock) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 21, 2004 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 Section 240.23d-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. This 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).
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
_____________________________________________________________________________
CERBCO, INC.
(Name of Corporation)
CLASS B COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities)
156713-20-8 (Class B Common Stock)
(CUSIP Numbers)
_______________________________
Robert W. Erikson c/o CERBCO, Inc.
1419 Forest Drive, Suite 209
Annapolis, Maryland 21403
(443) 482-3374
(Date of Event which Requires Filing of this Statement)
Common Stock -- CUSIP No. 156713 10 9
Class B Common Stock - CUSIP No. 156713 20 8
1. |
NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
|
Robert W. Erikson |
________________________________________________________________________________________________________
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
(a) |
[ ] |
See Item 2 herein. |
________________________________________________________________________________________________________
3. |
SEC Use Only.................................................................................................................... |
________________________________________________________________________________________________________
4. |
SOURCE OF FUNDS |
PF, OO |
________________________________________________________________________________________________________
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
________________________________________________________________________________________________________
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
Robert W. Erikson -- United States |
________________________________________________________________________________________________________
Number Of Shares Beneficially Owned By Each Reporting Person With |
7. |
SOLE VOTING POWER |
|
____________________________________________________________________________ |
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8. |
SHARED VOTING POWER |
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____________________________________________________________________________ |
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9. |
SOLE DISPOSITIVE POWER |
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____________________________________________________________________________ |
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10. |
SHARED DISPOSITIVE POWER |
||
____________________________________________________________________________ |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||
|
Common Stock, Robert W. Erikson 44,700 |
________________________________________________________________________________________________________
12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ x ] |
|
Excludes 6,000 shares of Common Stock owned by Robert Erikson's spouse. |
________________________________________________________________________________________________________
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
Common Stock = 3.73% |
________________________________________________________________________________________________________
14. |
TYPE OF REPORTING PERSON |
|
IN |
Page 2 of 8
ITEM 1. |
Security and Issuer. |
|
The name of the subject company is CERBCO, Inc., a Delaware corporation (the "Corporation"), and the address of its principal executive offices is 1419 Forest Drive, Suite 209, Annapolis, Maryland 21403. The Corporation's telephone number is (443) 482-3374. The class of securities to which this statement relates is the Common Stock, par value $0.10 per share, of the Corporation ("CERBCO Common Stock") and the Class B Common Stock, par value $0.10 per share, of the Corporation ("CERBCO Class B Common Stock"). |
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ITEM 2. |
Identity and Background. |
|
|
(a) |
This statement is filed by Robert W. Erikson ("Robert Erikson"). |
Page 3 of 8
|
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The table below sets forth information regarding the beneficial ownership of Robert Erikson and George Erikson. Robert Erikson reports all transactions in the Corporation's securities on Forms 4 filed with the SEC. |
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|
CERBCO |
CERBCO |
||||
|
Shares (1) |
Percent of Outstanding (2) |
Shares |
Percent of Outstanding (2) |
||
Robert Erikson (3) |
44,700 |
3.73 |
131,750 |
45.36 |
||
George Erikson (4) |
59,602 |
5.00 |
115,814 |
39.87 |
___________________
(1) |
Does not include 20,000 and 20,000 options to purchase shares of CERBCO Common Stock held by Messrs. Robert Erikson and George Erikson, respectively. |
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(2) |
Based on the outstanding shares reported by CERBCO in its Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004: |
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(3) |
Excludes 6,000 shares of CERBCO Common Stock owned by Robert Erikson's spouse. Robert Erikson disclaims any beneficial interest with respect to these shares. |
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(4) |
Information based on publicly filed documents. Includes 2,246 shares of each class of stock jointly owned with George Erikson's spouse, as to which there is shared voting and investment power. |
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|
(b) |
The business address of Robert Erikson is 1419 Forest Drive, Suite 209, Annapolis, Maryland 21403. |
|
|
(c) |
Robert Erikson is a Director, Vice Chairman of the Board and President of the Corporation, and is a Director, Vice Chairman of the Board and President of INEI Corporation, a Delaware corporation ("INEI"), which is a majority-controlled subsidiary of the Corporation, the business address of which is 1419 Forest Drive, Suite 209, Annapolis, Maryland 21403. On June 30, 2004, shareholders of INEI voted affirmatively to approve a Plan of Dissolution and Liquidation for INEI Corporation. |
|
|
(d)-(e) |
During the last five years neither Robert Erikson nor, to the best of the knowledge of Robert Erikson, George Erikson, has (a) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which 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 violations with respect to such laws. |
|
|
(f) |
Robert Erikson is a citizen of the United States. |
Page 4 of 8
ITEM 3. |
Source and Amount of Funds or Other Consideration |
|
|
Not applicable. |
|
ITEM 4. |
Purpose of Transaction. |
|
|
(a)-(b) |
Robert Erikson presently intends to continuously review his equity interest in the Corporation, and the Corporation's business affairs and financial condition. Depending on his evaluation of the Corporation's business and prospects, and upon future developments (including, but not limited to, performance of the Corporation, the actions of the Corporation in addressing any unresolved claims, the Corporation's use of funds, future possible business opportunities for the Corporation, applicable money and stock market conditions, and general economic conditions), Robert Erikson may, and reserves the right to, dispose of all or a portion of the shares of CERBCO stock now held by him or hereafter acquired in one or more privately negotiated transactions, or otherwise, or from time to time purchase shares of CERBCO stock in addition to shares of CERBCO stock now held by him. On September 14, 2004, Gary Rothrock, a shareholder of the Corporation ("Initiating Shareholder") filed a demand with the Delaware Court of Chancery under Section 211 of the Delaware General Corporation Law requesting the court to compel the Corporation to hold an annual meeting ("Request"). Robert Erickson is disappointed with the inordinate deferral of the required annual meeting and has communicated with the Initiating Shareholder and encouraged the Initiating Shareholder to file such Request. Robert Erickson is currently considering what actions, if any, to be taken as a shareholder at any duly called annual meeting. Due to these communications, the Initiating Shareholder and Robert Erikson could be deemed a "group" under Rule 13d of the Securities and Exchange Act, however, Robert Erikson does not believe this to be the case at this time. |
|
(c) |
Not applicable. |
|
(d) |
Robert Erikson reserves the right as a shareholder to seek changes to the Corporation's board of directors at any duly called meeting of shareholders. See also Item 4(a)-(b) above. |
|
(e) |
Not applicable. |
|
(f) |
No determination has been made regarding material changes in the Corporation's business or corporate structure. |
|
(g)-(j) |
No plans or proposals exist at this time. |
ITEM 5. |
Interest in Securities of the Corporation. |
|
|
(a) |
As of September 23, 2004, Robert Erikson beneficially owns, for purposes of Rule 13d-3 under the Exchange Act: (i) 44,700 shares, or approximately 3.7% of CERBCO Common Stock outstanding; and (ii) 131,750 shares, or approximately 45.36%, of CERBCO Class B Common Stock outstanding. Robert Erikson disclaims beneficial ownership with respect to the 6,000 shares of CERBCO Common Stock owned by his spouse. |
Page 5 of 8
To Robert Erikson's knowledge, based solely on public filings, George Erikson beneficially owns all shares of CERBCO Common Stock and CERBCO Class B Common Stock beneficially owned by him. To Robert Erikson's knowledge, based solely on public filings, George Erikson beneficially owns 59,602 shares of CERBCO Common Stock and 115,814 shares of CERBCO Class B Common Stock, which includes 2,246 shares of CERBCO Common Stock and 2,246 shares of Class B Common Stock jointly owned with his spouse. |
||
|
(b) |
Robert Erikson has the sole power to vote or to direct the vote of, and the sole power to dispose or to direct the disposition of, 44,700 shares of CERBCO Common Stock and 131,750 shares of CERBCO Class B Common Stock beneficially owned by him. Robert Erikson's spouse has the sole power to vote or to direct the vote of, and the sole power to dispose or direct the disposition of, 6,000 shares of CERBCO Common Stock. |
|
|
To Robert Erikson's knowledge, based solely on public filings, George Erikson has the sole power to vote or to direct the vote of, and the sole power to dispose and to direct the disposition of, 57,356 shares of CERBCO Common Stock and 115,814 shares of CERBCO Class B Common Stock, and has the shared (with his spouse) power to vote or to direct the vote of, and the shared power to dispose and to direct the disposition of, 2,246 shares of CERBCO Common Stock and 2,246 shares of Class B Common Stock jointly owned with his spouse. |
|
(c) |
Not applicable. |
|
(d) |
Not applicable. |
|
(e) |
Not applicable. |
ITEM 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Corporation. |
|
On March 12, 1990, the Eriksons entered into a letter of intent, pursuant to which the Eriksons had expressed their intention to sell shares of CERBCO Class B Common Stock to Insituform of North America, Inc. The Letter of Intent expired in 1990 and negotiations in connection therewith ceased. To Robert Erikson's knowledge, no other agreements or understandings regarding the letter of intent currently exist. Robert Erikson is disappointed with the inordinate deferral of the required annual meeting and has communicated with the Initiating Shareholder and encouraged the filing of the Request. See Item 4(a)-(b). |
Page 6 of 8
ITEM 7. |
Material to be Filed as Exhibits. |
None. |
Page 7 of 8
Signature |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete and correct. |
Dated: September 23, 2004 |
By: /s/ Robert W. Erikson |
|
|
Attention: Intentional misstatements or omissions of fact |
Page 8 of 8
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