-----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, R0LTJyhjwLSsWSxRGbJQTQB6y3CJXrU4eGbBMwjjJA84su3KhH+A2+mgCIXWUrX4 legaa5OKaEeV/GDMPg6rfQ== 0001027612-97-000012.txt : 19970409 0001027612-97-000012.hdr.sgml : 19970409 ACCESSION NUMBER: 0001027612-97-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970408 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PRECISION INDUSTRIES INC CENTRAL INDEX KEY: 0000005657 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 161284388 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30742 FILM NUMBER: 97576451 BUSINESS ADDRESS: STREET 1: 2777 WALDEN AVE CITY: BUFFALO STATE: NY ZIP: 14225 BUSINESS PHONE: 7166849700 MAIL ADDRESS: STREET 1: 2777 WALDEN AVENUE CITY: BUFFALO STATE: NY ZIP: 14225 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIES HILL CORP CENTRAL INDEX KEY: 0000937708 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 161023268 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1350 ONE M & T PLAZA CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 7168456000 MAIL ADDRESS: STREET 1: 1350 ONE M & T PLAZA CITY: BUFFALO STATE: NY ZIP: 14203 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* AMERICAN PRECISION INDUSTRIES, INC. _________________________________________________________________ (Name of Issuer) Common Stock $.66 2/3 Par Value Per Share _________________________________________________________________ (Title of Class of Securities 029069-10-1 ____________________________ (CUSIP Number) Brian D. Baird 120 Delaware Avenue Buffalo, New York 14202 (Phone: (716) 845-6000) _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 25, 1997 _______________________ (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 the statement. __. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). SCHEDULE 13D Amendment No. 4 CUSIP NO. 029069-10-1 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) First Carolina Investors, Inc. 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 NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 154,500 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 154,500 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 154,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.111% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 029069-10-1 1. Name of Reporting Person SS or Identification No. of above person (optional) Aries Hill Corp. 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 New York NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 1,300 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 1,300 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,300 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .018% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 029069-10-1 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Brent D. Baird 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 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 NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED -0- BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.000% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INTRODUCTION The ownership of 486,500 Shares of Common Stock ("Shares") of American Precision Industries, Inc. (the "Issuer") was reported by First Carolina Investors, Inc. and other persons (the "Reporting Persons") in a Schedule 13D filed with the Securities and Exchange Commission on July 2, 1995, as amended by Schedule 13D Amendment No. 1 filed with the Securities and Exchange Commission on November 3, 1995, as amended by Schedule 13D Amendment No. 2 filed with the Securities and Exchange Commission on September 13, 1996, as amended by Schedule 13D Amendment No. 3 ("Amendment No. 3") filed with the Securities and Exchange Commission on February 7, 1997. Since the filing of Amendment No. 3, total Shares owned by the Reporting Persons has decreased to 402,000 Shares. Schedule 13D is hereby amended to reflect the decreases in ownership by three of the Reporting Persons (First Carolina Investors, Inc.; Aries Hill Corp.; and Brent D. Baird). The cover pages for the three aforementioned Reporting Persons are hereby amended to read as set forth in this Schedule 13D Amendment No. 4. Item 5 is hereby amended as set forth in this Schedule 13D Amendment No. 4. All other cover pages and items remain unchanged, and are incorporated herein by reference. NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL INTEREST. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended to read as follows: (a) The Reporting Persons hereby report beneficial ownership, in the manner hereinafter described, of 402,000 shares of the Issuer:
Percentage of Number Of Outstanding Shares Held in the Name of Shares Security (1) First Carolina Investors 154,500 2.111% The Cameron Baird Foundation 215,700 2.948% Jane D. Baird 10,000 0.137% David M. Stark, as successor trustee (2) 2,000 0.027% Brian D. Baird, as successor trustee (3) 7,500 0.103% Brian D. Baird, as trustee (4) 11,000 0.150% Aries Hill Corp. 1,300 0.018% ______ _____ TOTAL 402,000 5.494%
(1) The foregoing percentages assume that the number of Shares of the Issuer outstanding is 7,317,427 Shares (as reported in the Issuer's Proxy Statement as of March 7, 1997). (2) The family of Anne S. Baird are the beneficiaries under a testamentary trust established by the Will of Margaret S. DeMorinni. (3) Jane D. Baird is the income beneficiary and the issue of Jane D. Baird are the remainder beneficiaries under a trust agreement dated 2/13/22. (4) Various trusts were established by Jane D. Baird on 6/15/87. The beneficiary of each trust is a grandchild of Jane D. Baird. (b) For each person named in paragraph (a), that person has sole voting and sole dispositive power over the Shares enumerated in paragraph (a). (c) The following sales of the Shares were effected during the past sixty days:
Price/Share (in Dollars Commissions Sale In The Number of not Transaction Name Of Date Shares included) Made Through First Carolina Investors, Inc. 2/7/97 1,000 19 5/8 Fahnestock & Co 2/7/97 3,000 20 Fahnestock & Co 2/10/97 1,000 19 7/8 Fahnestock & Co 2/10/97 1,000 20 Fahnestock & Co 2/11/97 1,000 19 3/4 Fahnestock & Co 2/12/97 1,000 18 7/8 Fahnestock & Co 2/13/97 1,000 18 1/2 Fahnestock & Co 2/13/97 1,000 18 5/8 Fahnestock & Co 2/14/97 1,000 18 5/8 Fahnestock & Co 2/18/97 1,000 19 Fahnestock & Co 2/18/97 1,000 18 3/4 Fahnestock & Co 2/18/97 500 18 7/8 Fahnestock & Co 2/19/97 2,000 19 Fahnestock & Co 2/19/97 1,000 19 1/8 Fahnestock & Co 2/20/97 1,000 19 1/8 Fahnestock & Co 2/21/97 1,000 19 1/8 Fahnestock & Co 2/21/97 2,000 19 1/4 Fahnestock & Co 2/24/97 1,000 19 1/8 Fahnestock & Co 2/25/97 1,000 19 Fahnestock & Co 2/26/97 1,000 18 7/8 Fahnestock & Co 2/28/97 1,000 18 3/4 Fahnestock & Co 3/3/97 1,000 18 3/4 Fahnestock & Co 3/4/97 1,000 18 3/4 Fahnestock & Co 3/5/97 1,000 18 3/4 Fahnestock & Co 3/6/97 1,000 18 5/8 Fahnestock & Co 3/7/97 1,000 18 Fahnestock & Co 3/10/97 1,000 17 3/4 Fahnestock & Co 3/11/97 1,000 17 3/4 Fahnestock & Co 3/12/97 1,000 18 Fahnestock & Co 3/13/97 1,000 17 7/8 Fahnestock & Co 3/14/97 1,000 17 3/4 Fahnestock & Co 3/17/97 1,000 17 3/4 Fahnestock & Co 3/18/97 500 17 3/8 Fahnestock & Co 3/18/97 500 17 1/2 Fahnestock & Co 3/19/97 1,000 17 1/4 Fahnestock & Co 3/20/97 1,000 16 3/4 Fahnestock & Co 3/21/97 1,000 16 7/8 Fahnestock & Co 3/24/97 1,000 16 7/8 Fahnestock & Co 3/25/97 1,000 17 Fahnestock & Co 3/26/97 1,000 16 7/8 Fahnestock & Co 3/27/97 1,000 16 7/8 Fahnestock & Co 3/31/97 1,000 16 7/8 Fahnestock & Co 4/1/97 1,000 16 7/8 Fahnestock & Co 4/2/97 1,000 16 7/8 Fahnestock & Co 4/3/97 1,000 17 Fahnestock & Co 4/4/97 1,000 16 7/8 Fahnestock & Co Aries Hill Corp. 2/7/97 500 19 5/8 Fahnestock & Co 2/7/97 1,500 20 Fahnestock & Co 2/10/97 500 20 Fahnestock & Co 2/10/97 500 19 7/8 Fahnestock & Co 2/11/97 500 19 3/4 Fahnestock & Co 2/12/97 500 18 7/8 Fahnestock & Co 2/13/97 5,500 18 1/2 Fahnestock & Co 2/14/97 500 18 5/8 Fahnestock & Co 2/18/97 500 18 3/4 Fahnestock & Co 2/18/97 500 18 7/8 Fahnestock & Co 2/18/97 1,000 19 Fahnestock & Co 2/19/97 1,000 19 Fahnestock & Co 2/19/97 500 19 1/8 Fahnestock & Co 2/20/97 500 19 1/8 Fahnestock & Co 2/21/97 2,000 19 1/4 Fahnestock & Co 2/21/97 1,000 19 1/8 Fahnestock & Co 2/24/97 500 19 1/8 Fahnestock & Co 2/25/97 500 19 Fahnestock & Co 2/26/97 500 18 7/8 Fahnestock & Co 2/28/97 500 18 3/4 Fahnestock & Co 3/3/97 500 18 3/4 Fahnestock & Co 3/4/97 500 18 3/4 Fahnestock & Co 3/5/97 500 18 3/4 Fahnestock & Co 3/6/97 500 18 5/8 Fahnestock & Co 3/7/97 500 18 Fahnestock & Co 3/10/97 500 17 3/4 Fahnestock & Co 3/11/97 500 17 3/4 Fahnestock & Co 3/12/97 500 18 Fahnestock & Co 3/13/97 500 17 7/8 Fahnestock & Co 3/14/97 500 17 3/4 Fahnestock & Co 3/17/97 500 17 3/4 Fahnestock & Co 3/18/97 500 17 3/8 Fahnestock & Co 3/19/97 500 17 1/4 Fahnestock & Co 3/20/97 500 16 3/4 Fahnestock & Co 3/21/97 500 16 7/8 Fahnestock & Co 3/24/97 500 16 7/8 Fahnestock & Co 3/25/97 500 17 Fahnestock & Co 3/26/97 500 16 7/8 Fahnestock & Co 3/27/97 500 16 7/8 Fahnestock & Co 3/31/97 500 16 7/8 Fahnestock & Co 4/1/97 500 16 7/8 Fahnestock & Co 4/2/97 500 16 7/8 Fahnestock & Co 4/3/97 500 17 Fahnestock & Co 4/4/97 500 16 7/8 Fahnestock & Co Brent D. Baird 2/24/97 5,000 19 1/8 Fahnestock & Co
(d) Not applicable (e) Not applicable 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. DATED this 4th day of April, 1997. FIRST CAROLINA INVESTORS, INC. By: s/Brent D. Baird Brent D. Baird, Chairman s/ Brent D. Baird Brent D. Baird ARIES HILL CORP. By: s/ Brian D. Baird Brian D. Baird, Secretary -----END PRIVACY-ENHANCED MESSAGE-----