-----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, SSiMdEgHsnakdfBmsTkoR2EV5P+neSiROj2duraQE3HsiWAgfjlMGFyTe64Cx65R G1Scmhm2f+0ZZRoqqe7+Zg== 0000914122-97-000001.txt : 19970113 0000914122-97-000001.hdr.sgml : 19970113 ACCESSION NUMBER: 0000914122-97-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970110 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MFRI INC CENTRAL INDEX KEY: 0000914122 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 363922969 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43197 FILM NUMBER: 97503482 BUSINESS ADDRESS: STREET 1: 7720 LEHIGH AVE CITY: NILES STATE: IL ZIP: 60714 BUSINESS PHONE: 8479661000 MAIL ADDRESS: STREET 1: 7720 LEHIGH AVE CITY: NILES STATE: IL ZIP: 60714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAUTNER HENRY CENTRAL INDEX KEY: 0001030422 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O MFRI INC STREET 2: 7720 LEHIGH AVE. CITY: NILES STATE: IL ZIP: 60714 BUSINESS PHONE: 8479661000 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. __________)* MFRI, INC. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 552721 11 02 (CUSIP Number) Henry M. Mautner 7720 Lehigh Avenue Niles, Illinois 60714 (847) 966-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 30, 1996 (Date of Event Which Requires Filing of this Statement) (continued on following pages) (Page of 7 pages) 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 . Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 1 NAME OF REPORTING PERSONS Henry M. Mautner S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* (See Item 3) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 448,688 8 SHARED VOTING POWER 3,000 9 SOLE DISPOSITIVE POWER 376,162 10 SHARED DISPOSITIVE POWER 75,526 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 451,688 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1 % 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! Introduction This Statement constitutes the initial filing of Henry M. Mautner (the "Reporting Person"), Vice Chairman of the Board of MFRI, Inc. (the "Company" or "MFRI"). On December 30,1996, pursuant to an Agreement for Merger dated October 25, 1996 by and between Midwesco,Inc. ("Midwesco") and MFRI, as amended, Midwesco merged with and into MFRI. Prior to the consummation of the Merger ("Merger Consideration"), the Reporting Person owned approximately 20% of the outstanding capital stock of Midwesco. As consideration for the Merger, MFRI issued an aggregate of 2,124,298 shares of common stock, par value $.01 per share, of MFRI ("MFRI Common Stock") to Midwesco's shareholders, 419,938 shares of which were issued to the Reporting Person or 183.7 shares of MFRI Common Stock for each share of Midwesco capital stock owned by him immediately prior to the Merger. Item 1. Security and Issuer The class of equity securities to which this Statement relates is the MFRI Common Stock. The Company's principal executive offices are located at 7720 Lehigh Avenue, Niles, Illinois 60714. Item 2. Identity and Background (a) Name: Henry M. Mautner (b) and (c) Present Principal Occupation and Business Address: Vice Chairman of the Board MFRI, Inc. 7720 Lehigh Avenue Niles, Illinois 60714 (d) and (e) Henry M. Mautner has not, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 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 of such laws. Item 3. Source and Amount of Funds or Other Consideration As a result of the Reporting Person's ownership of capital stock of Midwesco, he received 419,938 shares of MFRI Common Stock in the Merger. Item 4. Purpose of the Transaction (a)-(c) and (e)-(j) Other than the Merger, which was consummated on December 30, 1996, the Reporting Person has no plans or proposals that would result in any of the consequences listed in paragraphs (a)-(c) and (e)-(j) of Item 4 of Schedule 13D. (d) As stated in the definitive proxy statement dated November 12, 1996 relating to the Special Meeting of stockholders of MFRI held on December 16, 1996, the Board of Directors of MFRI intends to elect Bradley E. Mautner as Vice President of MFRI and Don Gruenberg as Vice President and Director of MFRI. [continued on following pages] Item 5. Interest in Securities of the Issuer (a), (b) and (c) Set forth in the table below are the number and percentage of shares of MFRI Common Stock beneficially owned by the Reporting Person:
Number of Number of Number of Number of Shares Shares Shares Shares Aggregate Beneficially Beneficially Beneficially Beneficially Number of Percentage Owned with Owned with Owned with Owned with Shares of Shares Sole Shared Sole Shared Beneficially Beneficially Voting Power Voting Power Disposative PowerDisposative PowerOwned Owned 448,688 (1) 3,000 (2) 376,162 (3) 75,526 (4) 451,688 9.1 %
(1) Includes 419,938 shares of MFRI Common Stock acquired in the Merger. See "Introduction."The Filing person has effected no other transactions in MFRI Common Stock during the past 60 days. Also includes 28,750 shares that are subject to stock options granted by MFRI that were exercisable on December 30, 1996 or which have or will become exercisable within 60 days thereafter. (2) Includes 3,000 shares of MFRI Common Stock held in joint tenancy with the Reporting Person's spouse,1,500 of which the Reporting Person disclaims beneficial ownership of. (3) Represents the shares identified in Note (1) less shares placed in escrow pursuant to the Merger Agreement (the "Escrow Shares"). (4) Represents the shares identified in Note (2) plus the Escrow Shares. Item 6. Contract, Arrangements, Understanding or Relationships with respect to Securities of Issuer Pursuant to the Merger Agreement, the shareholders of Midwesco placed an aggregate of 300,000 shares of MFRI Common Stock received by them in the Merger (including 59,304 shares owned by the Reporting Person) in an escrow account to support Midwesco's indemnification obligations under the Merger Agreement and up to 66,890 additional shares (including 13,222 shares owned by the Reporting Person) in a special escrow related to the litigation liabilities assumed by MFRI. The Reporting Person retains all voting and divided rights relating to such shares. Except for the Merger Agreement, and the stock options granted under MFRI's stock option plans, the Reporting Person is not a party to any contracts, arrangements or understandings with respect to any securities of MFRI. Item 7. Material to be Filed as Exhibits Exhibit A - Agreement for Merger, dated October 25, 1996, by and between MFRI, Inc. and Midwesco, Inc. [Incorporated by reference to pages A-1 to A-35 of the Company's Proxy Statement dated November 12, 1996 relating to the Special Meeting of Stockholders held on December 16, 1996 (SEC File No. 1-18370)] Exhibit B - Agreement and Plan of Merger, as amended, dated October 25, 1996, by and between MFRI, Inc. and Midwesco, Inc. [Incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K of MFRI, Inc. dated December 30, 1996 (SEC File No. 1-18370)] After reasonable inquiry and to the best of my knowledge and believe, I certify that the information set forth in this statement is true, complete and correct. Dated: January 9, 1997 /s/ Henry M. Mautner Henry M. Mautner LIE0023 -----END PRIVACY-ENHANCED MESSAGE-----