-----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, VCA9Ihlr7dm0W1zJGkVy6yxynOXfMtEf87yxTFcMZh4yMmgFNtSamL37wlJxp51Y DdfAUm7mlqyxn103ut8EsQ== 0000950124-01-502296.txt : 20010710 0000950124-01-502296.hdr.sgml : 20010710 ACCESSION NUMBER: 0000950124-01-502296 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010709 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TODD SHIPYARDS CORP CENTRAL INDEX KEY: 0000098537 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 132906669 STATE OF INCORPORATION: WA FISCAL YEAR END: 0401 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-30447 FILM NUMBER: 1676863 BUSINESS ADDRESS: STREET 1: PO BOX 3806 CITY: SEATTLE STATE: WA ZIP: 98124 BUSINESS PHONE: 2066231635 MAIL ADDRESS: STREET 1: P O BOX 3806 CITY: SEATTLE STATE: WA ZIP: 98124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEIL JOHN D CENTRAL INDEX KEY: 0000904314 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 489423254 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 N BROADWAY SUITE 825 CITY: ST LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3144214600 MAIL ADDRESS: STREET 1: 200 N BROADWAY SUITE 825 CITY: ST LOUIS STATE: MO ZIP: 63102 SC 13D/A 1 c63722sc13da.txt AMENDMENT NO. 3 TO SCHEDULE 13D 1 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) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* TODD SHIPYARDS CORPORATION, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 889039 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) CHARLES E. H. LUEDDE, ESQ. 10 S. BROADWAY, SUITE 2000, ST. LOUIS, MISSOURI 63102 (314) 241-9090 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 28, 2001 - -------------------------------------------------------------------------------- (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(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 ("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 CUSIP NO. 889039 10 3 13D PAGE 2 OF 4 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JOHN D. WEIL - -------------------------------------------------------------------------------- 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) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 988,600, SUBJECT TO THE DISCLAIMER IN ITEM 5. SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 32,000 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 988,600, SUBJECT TO THE DISCLAIMER IN ITEM 5. PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 32,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,020,600, SUBJECT TO THE DISCLAIMER IN ITEM 5. - -------------------------------------------------------------------------------- 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) 10.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- CUSIP No. 889039 10 3 13D Page 3 of 4 Pages - -------------------------------------------------------------------------------- The Reporting Person reported the acquisition of shares of Common Stock, $.01 par value ("Stock") of Todd Shipyards Corporation, a Delaware corporation (the "Issuer") in an initial filing of this Schedule 13D on April 29, 1993, as amended by Amendment No. 1 to Schedule 13D filed August 6, 1993 and Amendment No. 2 to Schedule 13D filed August 26, 1996. In this regard, Item 4 and Item 5 are hereby amended as follow. All other items are unchanged from the initial filing, as amended. ITEM 4. Purpose of the Transaction. On June 28, 2001, Todd Shipyards Corporation announced and initiated a "Dutch Auction" style tender seeking to repurchase 4,000,000 shares of its outstanding common stock at a price to be determined between $7.00 and 8.25 per share. The number of shares to be repurchased represents approximately 40.7% of the outstanding common stock of Todd Shipyards Corporation. Details of the offer are set forth in a filing by Todd Shipyards Corporation with the Securities and Exchange Commission on Schedule TO in accordance with Section 13(e) of the Securities Exchange Act of 1934 and the regulations thereunder. The Reporting Person, a member of the Board of Directors of Todd Shipyards Corporation, proposes to tender an aggregate of 570,000 shares of the common stock of Todd in response to the offer. The shares will be tendered without condition as to price but will be tendered upon the condition that if any of such shares are to be purchased then all such shares must be purchased. The 570,000 shares to be tendered represent approximately 56% of the shares which may be deemed beneficially owned by the reporting person. In the event that Todd Shipyards Corporation succeeds in purchasing the 4,000,000 shares sought in its offer and in the event that the 570,000 shares to be tendered by the Reporting Person are acquired in connection therewith, the number of shares beneficially owned by the Reporting Person would decline to 450,600 and would represent approximately 8.4% of the common stock then outstanding. ITEM 5. Interest in Securities of the Issuer. On November 1, 1996, the Reporting Person, individually and as trustee of various trusts transferred ownership of an aggregate of 463,600 shares of the common stock of Todd Shipyards Corporation in exchange for limited partnership interests in a then newly created family limited partnership of which Clayton Management Company (wholly owned by the Reporting Person) acts as general partner. In addition, as of November 1, 1996, various siblings and other family members of the Reporting Person (acting individually or as trustee of various trusts) exchanged an aggregate of 513,000 shares of the common stock of Todd Shipyards Corporation for similar limited partnership interests. Clayton Management Company made a capital contribution to the family limited partnership of an aggregate of 12,000 shares of the common stock of Todd shipyards Corporation held by it. The Reporting Person, as the sole owner of Clayton Management Company, may be deemed under applicables rule adopted by the Securities and Exchange Commission to own beneficially the 988,600 shares held by the family limited partnership. 4 - -------------------------------------------------------------------------------- CUSIP No. 889039 10 3 13D Page 4 of 4 Pages - -------------------------------------------------------------------------------- In addition to the foregoing shares, the Reporting Person may be deemed to have indirect shared voting and investment control over an aggregate of 32,000 shares of the common stock of Todd held by individual members of the Weil family. No shares of the common stock of Todd Shipyards Corporation have been acquired, directly or indirectly, since 1997. SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. s/ John D. Weil JOHN D. WEIL July 9, 2001 -----END PRIVACY-ENHANCED MESSAGE-----