-----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, Am+rOyJLnklvOldNCY7QXLfVEQEbbbWb4tadG5lxcd+XXcCCcL2z2UVAq1tf1zSd gc6ohSeBp6ypEGNIDxDcSg== 0000950144-99-008564.txt : 19990708 0000950144-99-008564.hdr.sgml : 19990708 ACCESSION NUMBER: 0000950144-99-008564 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSTEEL INDUSTRIES INC CENTRAL INDEX KEY: 0000764401 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 560674867 STATE OF INCORPORATION: NC FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36531 FILM NUMBER: 99659972 BUSINESS ADDRESS: STREET 1: 1373 BOGGS DR CITY: MOUNT AIRY STATE: NC ZIP: 27030 BUSINESS PHONE: 9107862141 MAIL ADDRESS: STREET 1: 1373 BOGGS DRIVE CITY: MOUNT AIRY STATE: NC ZIP: 27030 FORMER COMPANY: FORMER CONFORMED NAME: EXPOSAIC INDUSTRIES INC DATE OF NAME CHANGE: 19880511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOLTZ HOWARD O JR CENTRAL INDEX KEY: 0001017474 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1373 BOGGS DR CITY: MT AIRY STATE: NC ZIP: 27030 BUSINESS PHONE: 9107862141 MAIL ADDRESS: STREET 1: 1373 BOGGS DR CITY: MT AIRY STATE: NC ZIP: 27030 SC 13D/A 1 INSTEEL INDUSTRIES/HOWARD O. WOLTZ JR 1 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31,1999 Estimated average burden hours per response .... 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Insteel Industries, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock (No Par Value) - -------------------------------------------------------------------------------- (Title of Class of Securities) 45774W108 - -------------------------------------------------------------------------------- (CUSIP Number) Howard O. Woltz, Jr. 1373 Boggs Drive Mount Airy, NC 27030 336-786-2141 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 1992 (see footnote) * * Reflects decrease in beneficial ownership as a result of December 29, 1992 conversion of issuer debt securities by third parties and certain other minor changes in beneficial ownership. - -------------------------------------------------------------------------------- (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 ss.ss.240.13d-l(e), 240.132d-l(f) or 240.13d-I (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 ss.240.13d-7 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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1746 (2-98) 2 Cusip: 45774W108 1. Names of Reporting Persons. Howard O. Woltz, Jr. I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] 3. SEC Use Only___________________________________________________________ 4. Source of Funds (See Instructions): PF/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: United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 465,789 8. Shared Voting Power: 72,919 9. Sole Dispositive Power: 465,789 10. Shared Dispositive Power: 72,919 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 538,708 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [X] 13. Percent of Class Represented by Amount in Row (11): 6.3% 14. Type of Reporting Person (See Instructions): IN 3 SCHEDULE 13D Item 1: Security and Issuer: Common Stock (No Par Value) (the "Common Stock") Insteel Industries, Inc. (the "Company") 1373 Boggs Drive Mount Airy, NC 27030 Item 2: Identity and Background: a. Howard Osler Woltz, Jr. b. 1373 Boggs Drive Mount Airy, NC 27030 c. Chairman Insteel Industries, Inc. 1373 Boggs Drive Mount Airy, NC 27030 d. Howard O. Woltz, Jr. has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e. Howard O. Woltz, Jr. has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which has resulted in being 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 with respect to such laws. f. United States Item 3: Source and Amount of Funds or Other Consideration: Sole voting power consists of 438,219 shares owned directly and stock options to purchase 27,570 shares which are exercisable within 60 days of this Schedule 13D. Howard O. Woltz, Jr. acquired 123,381 shares as his pro-rated portion of the shares held by IC Liquidating Corporation, of which he was a shareholder, which were distributed in January 1986. The remainder of the shares owned directly by Mr. Woltz were purchased with personal funds and are held as an investment. Shared voting power consists of 72,919 shares held in trust for the benefit of Mr. Woltz. Mr. Woltz and First Union National Bank are trustees under the will of Howard O. Woltz, Sr. Item 4: Purpose of Transaction: Beneficial ownership reported in paragraph 5(a) reflects current beneficial ownership of reporting person and updates previous Schedule 13D report to reflect: (1) decrease in beneficial ownership as a result of December 29, 1992 conversion of certain debt securities of the Company into Company Common Stock by third parties; (2) decrease in beneficial ownership with respect to the January 1986 liquidation of IC Liquidating Corporation (described in Item 3 above); and (3) certain minor transactions in the Common Stock which have occurred since the date of previous report. Item 5: Interest in Securities of the Issuer: a. Howard O. Woltz, Jr. beneficially owns 538,708 shares of the Company's Common Stock (6.3%). Of the shares beneficially owned, Mr. Woltz has the right to exercise options to purchase 27,570 shares . Joan Moore Woltz, wife of Howard O. Woltz, Jr., owns directly 96,519 shares (1.1%). These shares are not included in the voting or dispositve shares or the aggregate amount beneficially owned as Howard O. Woltz, Jr. disclaims beneficial ownership of these shares. b. Sole Voting Power: 438,219 shares owned directly and, if the shares were outstanding, 27,570 shares eligible to purchase through the exercise of options. Shared Voting Power: 72,919 shares held in trust for the benefit of Howard O. Woltz, Jr. Voting power is shared with First Union National Bank, Fiduciary Operations NC-1060, Charlotte, NC 28288 Sole Dispositive Power: 438,219 shares owned directly and, if the shares were outstanding, 27,570 shares eligible to purchase through the exercise of options. Shared Dispositive Power: 72,919 shares held in trust for the benefit of Howard O. Woltz, Jr. Dispositive power is shared with First Union National Bank, Fiduciary Operations NC-1060, Charlotte, NC 28288 c. Not applicable. d. Not applicable. e. Not applicable. 4 Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer: Not applicable. Item 7: Material to be Filed as Exhibits: Exhibit I: Schedule 13D manually filed by Howard O. Woltz, Jr. effective September 25, 1985. 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. July 2, 1999 - -------------------------------------------------------------------------------- Date /s/ Howard O. Woltz, Jr. - -------------------------------------------------------------------------------- Signature Howard O. Woltz, Jr. - Chairman - -------------------------------------------------------------------------------- Name/Title EX-99.1 2 SCHEDULE 13D/HOWARD WOLTZ/EFFECTIVE 9-25-85 1 EXHIBIT I SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* Exposaic Industries, Ind. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock (No Par Value) - ------------------------------------------------------------------------------- (Title of Class of Securities) 302163-10-0 - ------------------------------------------------------------------------------- (CUSIP Number) Howard 0. Woltz, Jr. 180 West Independence Boulevard Mount Airy, North Carolina 27030 (919) 786-2141 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 27, 1985 - ------------------------------------------------------------------------------- (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 [X]. (A fee is not required 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 filed 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). (Continued on following page(s)) Page 1 of 5 Pages 2 Cusip: 302163-10-0 13D Page 2 of 5 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Howard O. Woltz, Jr. S.S. ####-##-#### 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions): PF/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: United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 327,033 8. Shared Voting Power: 44,702 9. Sole Dispositive Power: 81,008 10. Shared Dispositive Power: 87,759 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 371,735 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [X] 13. Percent of Class Represented by Amount in Row (11): 24.1% 14. Type of Reporting Person (See Instructions): IN 3 SCHEDULE 13D page 3 of 5 Item 1: Common Stock (No Par Value) Exposaic Industries, Inc. 180 West Independence Boulevard Mount Airy, North Carolina 27030 Item 2: a. Howard Osler Woltz, Jr. b. 180 West Independence Boulevard Mount Airy, North Carolina 27030 c. Chairman and President Exposaic Industries, Inc. 180 West Independence Boulevard Mount Airy, North Carolina 27030 (manufacturer of wire and concrete products) d. The reporting person has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e. The reporting person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which has resulted in being 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 with respect to such laws. f. United States Item 3: Sole voting power covers 327,033 shares. The 81,000 shares owned directly were purchased several years ago with personal funds and are held for investment purposes. The 246,025 shares owned by IC Liquidating Corporation, were purchased with working capital of that company and have been held as an investment. (See Item 6.) 44,702 shares are held for investment purposes in three trusts of which the reporting person is a co-trustee. Item 4: See Item 3 and Item 6. Item 5: a. Howard Osler Woltz, Jr. owns directly 81,000 shares (5.3%) and has sole voting and dispositive power over these shares. 4 SCHEDULE 13D page 4 of 5 b. Howard O. Woltz, Jr., John E. Woltz, and the Northwestern Bank hold 44,702 shares (2.9%) in three different trusts as co-trustees. Howard O. Woltz, Jr. as a co-trustee shares voting and dispositive power over these shares. c. IC Liquidating Corporation owns 246,025 shares (16.0%). Under a plan of liquidation, pending execution, Howard O. Woltz, Jr. has beneficial ownership of 43,057 shares (2.8%) and has shared dispositive power over these shares. Howard O. Woltz, Jr., as president of IC Liquidating Corporation, has sole voting power over the entire 246,025 shares. d. Joan Moore Woltz, wife of Howard O. Woltz, Jr., owns directly 11,972 shares (.8%). These shares are not included in the voting or dispositive shares or the aggregate amount beneficially owned as shown on the cover page as Howard O. Woltz, Jr. disclaims beneficial ownership of these shares. Item 6: IC Liquidating Corporation is in the process of liquidating as a result of which it is anticipated that the reporting person will receive 43,057 shares of IC Industries, Inc. Common Stock (No Par Value). Item 7: Not applicable. 5 SCHEDULE 13D page 5 of 5 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. Date: 9-13-85 Signature: /s/ Howard O. Woltz, Jr. Name: Howard O. Woltz, Jr. -----END PRIVACY-ENHANCED MESSAGE-----