-----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, HRMrhg4EfaAc3JE9clxjFN5Gk+gVe5Mi3/rSS/spPn+d+EFFq+Ze0lD6Xyc2pyRv QqdZnSN3bfhuwc/7oQBAFw== /in/edgar/work/20000804/0000850429-00-000010/0000850429-00-000010.txt : 20000921 0000850429-00-000010.hdr.sgml : 20000921 ACCESSION NUMBER: 0000850429-00-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000804 GROUP MEMBERS: TGI FUND III, LLC GROUP MEMBERS: TREDEGAR CORP GROUP MEMBERS: TREDEGAR INVESTMENTS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUPERCONDUCTOR TECHNOLOGIES INC CENTRAL INDEX KEY: 0000895665 STANDARD INDUSTRIAL CLASSIFICATION: [3663 ] IRS NUMBER: 770153076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42893 FILM NUMBER: 686603 BUSINESS ADDRESS: STREET 1: 460 WARD DR STREET 2: STE F CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8056837646 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TREDEGAR CORP CENTRAL INDEX KEY: 0000850429 STANDARD INDUSTRIAL CLASSIFICATION: [3081 ] IRS NUMBER: 541497771 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1100 BOULDERS PKWY CITY: RICHMOND STATE: VA ZIP: 23225 BUSINESS PHONE: 8043301000 FORMER COMPANY: FORMER CONFORMED NAME: TREDEGAR INDUSTRIES INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 0001.txt AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 SCHEDULE 13D Under the Securities Exchange Act of 1934 SUPERCONDUCTOR TECHNOLOGIES INC. --------------------------------- (Name of Issuer) COMMON STOCK ------------ (Title of class of securities) 867931107 --------- (CUSIP Number) Nancy M. Taylor, Vice President and Secretary Tredegar Corporation 1100 Boulders Parkway Richmond, Virginia 23225 804-330-1000 ------------ (Name, address and telephone number of person authorized to receive notices and communications) Copy to: C. Porter Vaughan, III, Esq. Hunton & Williams Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 July 31, 2000 ------------- (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 this statement [ ]. Page 1 of 8 Pages CUSIP NO. 867931107 Page 2 of 9 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS TGI Fund III, LLC I.R.S. Identification No.: 31-1649684 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) | | 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | | 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia 7 SOLE VOTING POWER NUMBER OF 880,000 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 880,000 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 880,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% 14 TYPE OF REPORTING PERSON* OO CUSIP NO. 867931107 Page 3 of 9 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Tredegar Investments, Inc. I.R.S. Identification No.: 54-1561097 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) | | 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | | 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 880,000 OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 880,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 880,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% 14 TYPE OF REPORTING PERSON* CO CUSIP NO. 867931107 Page 4 of 9 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Tredegar Corporation I.R.S. Identification No.: 54-1497771 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) | | 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | | 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia 7 SOLE VOTING POWER NUMBER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 880,000 OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 880,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 880,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% 14 TYPE OF REPORTING PERSON* CO * This Amendment No. 1 (this "Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on September 1, 1999 (the "Schedule 13D") by TGI Fund III, LLC, a Virginia limited liability company ("TGI"), Tredegar Investments, Inc., a Virginia corporation and the sole manager of TGI ("Tredegar Investments"), and Tredegar Corporation, a Virginia corporation and the holder of 100% of the capital stock of Tredegar Investments ("Tredegar" and together with TGI and Tredegar Investments, the "Registrants"), with respect to the Common Stock, $0.001 par value per share, of Superconductor Technologies Inc., a Delaware corporation (the "Issuer"). This Amendment No. 1 amends the Schedule 13D only with respect to those items listed below. All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Schedule 13D. The purpose of this Amendment No. 1 is to report that as of July 31, 2000 the Registrants beneficially own less than 5% of the outstanding Common Stock of the Issuer. Item 4. Purpose of Transaction. The Registrants amend Item 4 of the Schedule 13D by deleting Item 4 in its entirety and replacing it with the following: The Registrants own less than 5% of the outstanding Common Stock of the Issuer. Item 5. Interest in Securities of the Issuer. The Registrants amend Item 5 of the Schedule 13D by deleting paragraphs (a), (c) and (e) in their entirety and replacing them with the following: (a) As of July 31, 2000, the Registrants beneficially own 880,000 shares of Common Stock, representing 4.9% of the approximately 17,613,820 shares of Common Stock outstanding as of July 31, 2000. (c) On June 23, 1999 TGI entered into a Stock Purchase Agreement with the Issuer pursuant to which TGI purchased at two closings on June 23, 1999 and August 17, 1999 an aggregate of 60,000 shares of Series D Preferred Stock (the "Series D Preferred Stock"), which were convertible into 1,200,000 shares of Common Stock, and warrants to purchase 120,000 shares of Common Stock at a price of $3.00 per share (the "Warrants"). On March 30, 2000, the Series D Preferred Stock was converted into 1,200,000 shares of Common Stock. Also on March 30, 2000, TGI exercised the Warrants to purchase 120,000 shares of Common Stock. As a result of recent sales by TGI in the last sixty (60) days which are set forth on Exhibit 4 hereto, the Registrants beneficially own 870,000 shares of Common Stock which represents approximately 4.9% of the outstanding Common Stock of the Issuer. (e) The Registrants ceased to be the beneficial owners of more than 5% of the Common Stock of the Issuer on July 31, 2000. Page 5 of 9 Pages Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended by adding the following: Exhibit 4 Sales of Common Stock. Page 6 of 9 Pages SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. This statement is filed on behalf of all of the entities listed below. Each such entity hereby agrees that this statement is filed on behalf of each of them, as provided for under Rule 13d-1(k) promulgated under the Exchange Act of 1934, as amended. Date: August 4, 2000 TGI FUND III, LLC By: Tredegar Investments, Inc., Its Manager By: _______________________________ Nancy M. Taylor Its: Vice President and Secretary Date: August 4, 2000 TREDEGAR INVESTMENTS, INC. By: _______________________________ Nancy M. Taylor Its: Vice President and Secretary Date: August 4, 2000 TREDEGAR CORPORATION By: _______________________________ Nancy M. Taylor Its: Vice President and Secretary Page 7 of 9 Pages EX-4 2 0002.txt SALES OF COMMON STOCK Exhibit 4 Sales of Common Stock Set forth below are the date, price per share and amount of shares of Common Stock sold by the Registrants since September 1, 1999. The transactions were made for cash in open market transactions. Date of Transaction Shares Sold Price Per Share ------------------- ----------- --------------- 7/12/00 12,500 $32.0000 7,500 $31.8750 10,000 $31.6875 5,000 $32.1250 7,500 $31.8750 7,500 $31.6250 27,500 $31.3750 10,000 $31.2500 12,500 $31.0000 10,000 $31.1250 27,500 $30.6250 12,500 $30.5625 15,000 $30.5625 47,500 $30.5000 12,500 $30.3750 7/13/00 10,000 $30.0000 10,000 $30.0625 7/14/00 5,000 $31.4375 10,000 $31.0000 15,000 $30.1250 15,000 $30.3750 10,000 $30.5000 5,000 $30.8750 20,000 $30.6250 13,000 $30.2500 5,000 $30.1250 7,000 $30.3750 5,000 $30.2500 5,000 $30.1250 10,000 $30.1875 5,000 $30.2500 10,000 $30.0625 15,000 $30.0000 5,000 $30.1875 5,000 $30.0000 7/17/00 2,500 $31.0000 500 $31.4375 2,000 $31.0000 2,000 $31.5000 10,000 $31.7500 2,000 $32.5000 7/18/00 5,000 $31.0000 Page 8 of 9 Pages 2,500 $30.0000 2,500 $30.0000 7/31/00 1,000 $20.3125 Page 9 of 9 Pages -----END PRIVACY-ENHANCED MESSAGE-----