-----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, ElgHntdX52JEoY7f5gcs978k5hFbSMR3bZRhVXrD1uM0jzHBsg8ZgNznyR5TCvZZ NfMsixZueWjNHEzirgDEpg== 0000921530-99-000245.txt : 19991230 0000921530-99-000245.hdr.sgml : 19991230 ACCESSION NUMBER: 0000921530-99-000245 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991229 GROUP MEMBERS: BERNARD A. PAULSON GROUP MEMBERS: PAULSON ACQUISITION LLC GROUP MEMBERS: PAULSON RANCH, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HITOX CORPORATION OF AMERICA CENTRAL INDEX KEY: 0000842295 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 742081929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40170 FILM NUMBER: 99782648 BUSINESS ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 BUSINESS PHONE: 5128825175 MAIL ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAULSON ACQUISITION LLC CENTRAL INDEX KEY: 0001082336 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O FOUNDERS EQUITY GROUP, INC. STREET 2: 2602 MCKINNEY AVENUE, SUITE 220 CITY: DALLAS STATE: TX ZIP: 75204 MAIL ADDRESS: STREET 1: AKIN, GUMP, STAUSS, HAUER & FELD L.L.P. STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMD #4 TO SC 13D RE HITOX CORPORATION OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4)* (Final Amendment with respect to certain Reporting Persons) HITOX CORPORATION OF AMERICA ___________________________________________ (Name of Issuer) Common Stock, Par Value $0.25 Per Share _________________________________________________ (Title of Class of Securities) 433658101 _______________ (CUSIP Number) Patrick J. Dooley, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 ___________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 24, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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 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) Page 1 of 8 Pages Exhibit Index: Page 7 Page 2 of 8 Pages SCHEDULE 13D CUSIP No. 433658101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PAULSON ACQUISITION LLC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds* WC 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 8 Pages SCHEDULE 13D CUSIP No. 433658101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PAULSON RANCH, LTD. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds* BK 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Texas 7 Sole Voting Power Number of 768,574 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 768,574 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 768,574 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* PN; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 8 Pages SCHEDULE 13D CUSIP No. 433658101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person BERNARD A. PAULSON 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 7 Sole Voting Power Number of 828,074 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 828,074 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 828,074 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 17.71% 14 Type of Reporting Person* IN;00 *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 8 Pages This Amendment No. 4 to Schedule 13D relates to shares of Common Stock, par value $0.25 per share (the "Shares"), of Hitox Corporation of America (the "Issuer"). This Amendment No. 4 supplementally amends the initial statement on Schedule 13D dated April 27, 1999, and all amendments thereto (collectively, the "Prior Statement"). This Amendment No. 4 is being filed to reflect that on December 24, 1999, Paulson Acquisition transferred by way of a liquidating distribution all of the Shares beneficially owned by it to Paulson Ranch. As a result of such transfer, Paulson Acquisition shall cease to be a Reporting Person. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Prior Statement. The Prior Statement is supplementally amended as follows: Item 5. Interest in Securities of the Issuer. (a) (i) Paulson Ranch may be deemed the beneficial owner of the 768,574 Shares (approximately 16.44% of the total number of Shares issued and outstanding). This number includes 768,574 Shares held for its account. (ii) Mr. Paulson may be deemed the beneficial owner of 828,074 Shares (approximately 17.71% of the total number of Shares issued and outstanding assuming exercise of the options held for his account). This number includes (A) 768,574 Shares held for the account of Paulson Ranch, (B) 42,000 Shares held for his account and (C) 17,500 Shares issuable upon the exercise of currently exercisable options held for his account. (b) (i) Paulson Ranch may be deemed to have the sole power to direct the voting and disposition of the 768,574 Shares held for its account. (ii) Mr. Paulson may be deemed to have the sole power to direct the voting and disposition of the 828,074 Shares held for the account of Paulson Ranch and the 59,500 Shares (and securities derivative thereof) held for his account. (c) There have been no transactions effected with respect to the Shares since October 28, 1999 (60 days prior to the date hereof) by any of the Reporting Persons. (d) The members of Paulson Acquisition, a Delaware limited liability company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Paulson Acquisition LLC in accordance with their ownership interests in Paulson Acquisition. (e) On December 24, 1999, Paulson Acquisition ceased to be the beneficial owner of any Shares of the Issuer. Paulson Ranch expressly disclaims beneficial ownership of the Shares held for the account of Mr. Paulson. Page 6 of 8 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: December 28, 1999 PAULSON ACQUISITION LLC By: /S/ BERNARD A. PAULSON ----------------------------------------------- Name: Bernard A. Paulson Title: President and Chief Executive Officer PAULSON RANCH LTD. By: PAULSON RANCH MANAGEMENT, L.L.C. By: /S/ BERNARD A. PAULSON ------------------------------------------ Name: Bernard A. Paulson Title: Member /S/ BERNARD A. PAULSON ---------------------------------------------------- Bernard A. Paulson Page 7 of 8 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement dated December 28, 1999 by and between Paulson Acquisition LLC, Paulson Ranch, Ltd. and Mr. Bernard A. Paulson............................ 8 EX-99 2 EX-99.A - JOINT FILING AGREEMENT Page 8 of 8 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Hitox Corporation of America dated December 28, 1999 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: December 28, 1999 PAULSON ACQUISITION LLC By: /s/ Bernard A. Paulson ------------------------------------- Name: Bernard A. Paulson Title: President and Chief Executive Officer PAULSON RANCH LTD. By: PAULSON RANCH MANAGEMENT, L.L.C. By: /s/ Bernard A. Paulson ---------------------------- Name: Bernard A. Paulson Title: Member /s/Bernard A. Paulson ---------------------------------------------- Bernard A. Paulson -----END PRIVACY-ENHANCED MESSAGE-----