-----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, RcubtoVPYWCAdSQboaDBhN5X6T0lKSDuaqY53Wot0/x/LqZ/Gfx1boCrwcly2kO8 iIQcjUmEoDd+16Rm/niNIQ== 0000950128-97-000930.txt : 19970912 0000950128-97-000930.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950128-97-000930 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970908 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH PITTSBURGH SYSTEMS INC CENTRAL INDEX KEY: 0000764765 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 251485389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-32402 FILM NUMBER: 97676684 BUSINESS ADDRESS: STREET 1: 4008 GIBSONIA RD CITY: GIBSONIA STATE: PA ZIP: 15044-9311 BUSINESS PHONE: 4124439600 MAIL ADDRESS: STREET 1: 4008 GIBSONIA ROAD CITY: GIBSONIA STATE: PA ZIP: 15044-9311 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARMSTRONG UTILITIES INC CENTRAL INDEX KEY: 0001028595 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 251092834 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE ARMSTRONG PLACE CITY: BUTLER STATE: PA ZIP: 16001 BUSINESS PHONE: 4122830925 MAIL ADDRESS: STREET 1: ONE ARMSTRONG PLACE CITY: BUTLER STATE: PA ZIP: 16001 SC 13D/A 1 NORTH PITTSBURGH SYSTEMS 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 to Restatement) NORTH PITTSBURGH SYSTEMS, INC. ------------------------------ (Name of Issuer) Common Stock, par value $.15625 per share ----------------------------------------- (Title of Class of Securities) 661564-10-4 ----------- (CUSIP Number) Kirby J. Campbell, Executive Vice President and Treasurer Armstrong Utilities, Inc. One Armstrong Place Butler, Pennsylvania 16001 (412) 283-0925 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) None ---- (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 13dl(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement. [ ] Page 1 of 27 2 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Armstrong Utilities, Inc. 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) WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of organization Pennsylvania Number of 7) Sole Voting Power 935,740 Shares Beneficially 8) Shared Voting Power owned by Each Reporting 9) Sole Dispositive Power 935,740 Person With 10) Shared Dispositive Power 11) Aggregate Amount Beneficially Owned by Each Reporting Person 935,740 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 6.22% 14) Type of Reporting Person (See Instructions) CO 2 3 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Armstrong Holdings, Inc. 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) WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of organization Delaware Number of 7) Sole Voting Power 297,996 Shares Beneficially 8) Shared Voting Power owned by Each Reporting 9) Sole Dispositive Power 297,996 Person With 10) Shared Dispositive Power 11) Aggregate Amount Beneficially Owned by Each Reporting Person 297,996 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 1.98% 14) Type of Reporting Person (See Instructions) CO 3 4 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Jay L. Sedwick 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of organization USA Number of 7) Sole Voting Power 1,292,536 Shares Beneficially 8) Shared Voting Power owned by Each Reporting 9) Sole Dispositive Power 1,292,536 Person With 10) Shared Dispositive Power 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,292,536 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 8.59% 14) Type of Reporting Person (See Instructions) IN 4 5 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Linda L. Sedwick 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of organization USA Number of 7) Sole Voting Power Shares Beneficially 8) Shared Voting Power 23,762 owned by Each Reporting 9) Sole Dispositive Power Person With 10) Shared Dispositive Power 23,762 11) Aggregate Amount Beneficially owned by Each Reporting Person 23,762 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 0.16% 14) Type of Reporting Person (See Instructions) IN 5 6 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Kirby J. Campbell 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of organization USA Number of 7) Sole Voting Power Shares Beneficially 8) Shared Voting Power 1,279,374 owned by Each Reporting 9) Sole Dispositive Power Person With 10) Shared Dispositive Power 1,279,374 11) Aggregate Amount Beneficially owned by Each Reporting Person 1,279,374 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 8.51% 14) Type of Reporting Person (See Instructions) IN 6 7 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Ellen Kaye Campbell 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization USA Number of 7) Sole Voting Power Shares Beneficially 8) Shared Voting Power 10,600 owned by Each Reporting 9) Sole Dispositive Power Person With 10) Shared Dispositive Power 10,600 11) Aggregate Amount Beneficially Owned by Each Reporting Person 10,600 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) less than 0.1% 14) Type of Reporting Person (See Instructions) IN 7 8 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons William C. Stewart 2) Check the Appropriate Box if a member of a Group (See Instructions) (a) (b) X 3) SEC Use OnlV 4) Source of Funds (See Instructions) PF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of organization USA Number of 7) Sole Voting Power Shares Beneficially 8) Shared Voting Power 1,275,874 owned by Each Reporting 9) Sole Dispositive Power Person With 10) Shared Dispositive Power 1,275,874 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,275,874 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 8.48% 14) Type of Reporting Person (See Instructions) IN 8 9 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Gay O. Stewart 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization USA Number of 7) Sole Voting Power 5,000 Shares Beneficially 8) Shared Voting Power 7,500 owned by Each Reporting 9) Sole Dispositive Power 5,000 Person With 10) Shared Dispositive Power 7,500 11) Aggregate Amount Beneficially Owned by Each Reporting Person 12,500 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) less than 0.1% 14) Type of Reporting Person (See Instructions) IN 9 10 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Jud D. Stewart 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization USA Number of 7) Sole Voting Power 200 Shares Beneficially 8) Shared Voting Power owned by Each Reporting 9) Sole Dispositive Power 200 Person With 10) Shared Dispositive Power 11) Aggregate Amount Beneficially Owned by Each Reporting Person 200 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11)less than 0.1% 14) Type of Reporting Person (See Instructions) IN 10 11 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Sedwick Foundation 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) OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Pennsylvania Number of 7) Sole Voting Power 34,638 Shares Beneficially 8) Shared Voting Power owned by Each Reporting 9) Sole Dispositive Power 34,638 Person With 10) Shared Dispositive Power 11) Aggregate Amount Beneficially Owned by Each Reporting Person 34,638 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 0.23% 14) Type of Reporting Person (See Instructions) OO 11 12 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Dru A. Sedwick 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of organization USA Number of 7) Sole Voting Power 1,250 Shares Beneficially 8) Shared Voting Power 1,233,736 owned by Each Reporting 9) Sole Dispositive Power 1,250 Person With 10) Shared Dispositive Power 1,233,736 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,234,986 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 8.21% 14) Type of Reporting Person (See Instructions) IN 12 13 CUSIP No. 66i564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Jay L. Sedwick, Jr. 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization USA Number of 7) Sole Voting Power 1,000 Shares Beneficially 8) Shared Voting Power owned by Each Reporting 9) Sole Dispositive Power 1,000 Person With 10) Shared Dispositive Power 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,000 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11)less than 0.1% 14) Type of Reporting Person (See Instructions) IN 13 14 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Cyd K. Johnston 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization USA Number of 7) Sole Voting Power 1,250 Shares Beneficially 8) Shared Voting Power owned by Each Reporting 9) Sole Dispositive Power 1,250 Person With 10) Shared Dispositive Power 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,250 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11)less than 0.1% 14) Type of Reporting Person (See Instructions) IN 14 15 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Joy L. Moon 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2 (d) or 2 (e) 6) Citizenship or Place of Organization USA Number of 7) Sole Voting Power 1,250 Shares Beneficially 8) Shared Voting Power owned by Each Reporting 9) Sole Dispositive Power 1,250 Person With 10) Shared Dispositive Power 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,250 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) less than 0.1% 14) Type of Reporting Person (See Instructions) IN 15 16 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Jud L. Sedwick Family Trust No. 2 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Number of 7) Sole Voting Power 400 Shares Beneficially 8) Shared Voting Power Owned by Each Reporting 9) Sole Dispositive Power 400 Person With 10) Shared Dispositive Power 11) Aggregate Amount Beneficially Owned by Each Reporting Person 400 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) less than 0.1% 14) Type of Reporting Person (See Instructions) OO 16 17 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Kim D. Sedwick 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of organization USA Number of 7) Sole Voting Power Shares Beneficially 8) Shared Voting Power 570 Owned by Each Reporting 9) Sole Dispositive Power Person With 10) Shared Dispositive Power 570 11) Aggregate Amount Beneficially Owned by Each Reporting Person 570 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) less than 0.1% 14) Type of Reporting Person (See Instructions) IN 17 18 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Sharon L. Sedwick 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization USA Number of 7) Sole Voting Power Shares Beneficially 8) Shared Voting Power 570 Owned by Each Reporting 9) Sole Dispositive Power Person With 10) Shared Dispositive Power 570 11) Aggregate Amount Beneficially Owned by Each Reporting Person 570 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) less than 0.1% 14) Type of Reporting Person (See Instructions) IN 18 19 CUSIP No. 661564-10-4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Citrus Enterprises, L.P. 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 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization DE Number of 7) Sole Voting Power 17,762 Shares Beneficially 8) Shared Voting Power Owned by Each Reporting 9) Sole Dispositive Power 17,762 Person With 10) Shared Dispositive Power 11) Aggregate Amount Beneficially Owned by Each Reporting Person 17,762 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 0.12% 14) Type of Reporting Person (See Instructions) PN 19 20 INTRODUCTORY STATEMENT This Amendment No. I to the Restatement of Schedule 13n is being filed by the Reporting Persons identified in Item 2 hereof (collectively, the "Reporting Persons") for the purpose of updating certain information set forth in the Restatement to Schedule 13D. Item 1. SECURITY AND ISSUER. This statement relates to shares of common stock, par value $.15625 per share, of North Pittsburgh Systems, Inc. (the "Issuer"), Gibsonia, Pennsylvania 15044 (hereinafter referred to as the "Common Stock"). Item 2. IDENTITY AND BACKGROUND. ARMSTRONG UTILITIES, INC. is a Pennsylvania corporation. Its principal business is providing cable television services to locations in Maryland, Ohio, Pennsylvania, Kentucky and West Virginia. The address of its principal business is One Armstrong Place, Butler, Pennsylvania 16001. The executive officers and directors of Armstrong Utilities, Inc. are as follows: Jay L. Sedwick - Chairman of the Board and Director William C. Stewart - CEO and Director Kirby J. Campbell - Executive Vice President, Treasurer and Director Dru A. Sedwick - Senior Vice President, Secretary and Director Armstrong Holdings, Inc., a Delaware corporation, owns 100% of the issued and outstanding capital stock of Armstrong Utilities, Inc. Information concerning the identity and background of the executive officers and directors of Armstrong Holdings, Inc. is set forth below in this Item 2 under the names of such persons. ARMSTRONG HOLDINGS, INC. is a Delaware corporation. Its principal business is acting as a holding company. The address of its executive offices is One Armstrong Place, BUTLER, Pennsylvania 16001. The executive officers and directors of Armstrong Holdings, Inc. are as follows: Jay L. Sedwick - Chairman and Director William C. Stewart - Secretary and Director Kirby J. Campbell - CEO, CFO, Treasurer and Director Dru A. Sedwick - President and Director Bryan Cipoletti - Vice President of Finance 20 21 Information concerning the identity and background of the executive officers and directors of Armstrong Holdings, Inc. is set forth below in this Item 2 under the names of such persons. JAY L. SEDWICK AND LINDA L. SEDWICK, husband and wife, are citizens of the United States whose business address is one Armstrong Place, Butler, Pennsylvania 16001. Jay L. Sedwick's present principal occupation or employment is Chairman of the Board and Director of Armstrong Utilities, Inc. and Armstrong Holdings, Inc. Linda L. Sedwick's present principal occupation or employment is housewife. KIRBY J. CAMPBELL AND ELLEN KAYE CAMPBELL, husband and wife, are citizens of the United States whose business address is One Armstrong PLACE, Butler, Pennsylvania 16001. Mr. Campbell's present principal occupation or employment is Chief Executive Officer, Chief Financial Officer, Treasurer and Director of Armstrong HOLDINGS, Inc. and of a group of affiliated companies. Mrs. CAMPBELL'S present principal occupation or employment is housewife. WILLIAM C. STEWART AND GAY 0. STEWART, husband and wife, are citizens of the United States whose business address is One Armstrong Place, Butler, Pennsylvania 16001. Mr. Stewart's present principal occupation or employment is Chief Executive Officer and Director of Armstrong Utilities, Inc. Mrs. Stewart's present principal occupation or employment is housewife. DRU A. SEDWICK is a citizen of the United States whose business is One Armstrong PLACE, Butler, Pennsylvania 16001. His present principal occupation or employment is President and Director of Armstrong HOLDINGS, Inc. and Senior Vice President, Secretary and Director of Armstrong Holdings, Inc. JUD D. STEWART is a citizen of the United States whose business address is One Armstrong Place, Butler, Pennsylvania 16001. His present principal occupation or employment is Vice President/Marketing of Armstrong Utilities, Inc. SEDWICK FOUNDATION (the "Trust") was created by a Trust Agreement dated September 15, 1986. Jay L. Sedwick, William C. Stewart and Kirby J. Campbell, Trustees of the Trust, have voting and dispositive power over the shares of Common Stock owned by the Trust. JAY L. SEDWICK, Jr. is a citizen of the United States whose business address is One Armstrong Place, Butler, Pennsylvania 16001. His present principal occupation or employment is student. CYD K. JOHNSTON is a citizen of the United States whose business address is One Armstrong Place, BUTLER, Pennsylvania 16001. Her present principal occupation or employment is housewife. 21 22 JOY L. MOON is a citizen of the United States whose principal business address is One Armstrong Place, Butler, Pennsylvania 16001. Her present principal occupation or employment is housewife. JUD L. SEDWICK FAMILY TRUST NO. 2 (the "Family Trust") was created by a Trust Agreement dated June 25, 1993. Jay L. Sedwick and Kirby J. Campbell, Trustees of the Family Trust, have voting and dispositive power over the shares of the Common Stock owned by the Family Trust. KIM D. SEDWICK is a citizen of the United States whose principal business address is One Armstrong Place, Butler, Pennsylvania 16001. His present principal occupation or employment is Assistant Vice President/Commercial Office of Armstrong Utilities, Inc. SHARON L. SEDWICK is a citizen of the United States whose principal business address is One Armstrong Place, Butler, Pennsylvania 16001. Her present principal occupation or employment is housewife. CITRUS ENTERPRISES, L.P. (the "Partnership") is a Delaware limited partnership. Jay L. Sedwick and Linda L. Sedwick are the general partners of the Partnership and they have the voting and dispositive power over the shares of the Common Stock owned by the Partnership. None of the above persons (hereinafter referred to collectively as the "Reporting Persons") has during the last five years (i) been convicted in a criminal proceeding or (ii) been a party to a civil or administrative proceeding resulting in a judgment, decree or final order eni . oining future violations of, or prohibiting or mandating activities subject TO, federal or state securities laws or finding any violation with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Since the filing of the Restatement to Schedule 13D relating to the Issuer, the source and amount of funds used in making the acquisitions of the Common Stock of the Issuer are as follows: Kim D. and Sharon L. Sedwick purchased (i) 320 shares of the Common Stock on March 26, 1996 at $31.00 per share and (ii) 250 shares of the Common Stock on September 9, 1996 at $42.00 per share. The information in this paragraph relating to the Issuer's Common Stock reflects the Issuer's two-for-one stock split in May, 1996. 22 23 Item 4. PURPOSE OF TRANSACTION. No other change. Item 5. INTEREST IN SECURITIES OF THE ISSUER. The aggregate number of shares and percentages of the outstanding Common Stock of the Issuer beneficially owned by each Reporting Person as of the date hereof is as follows: ARMSTRONG UTILITIES, INC. beneficially owns 935,740 shares or 6.22% of the Common Stock outstanding. While the President and directors of Armstrong Utilities, Inc. are listed below as sharing voting and dispositive power over such shares, it is considered that Armstrong Utilities, Inc. has sole voting and dispositive power over such shares since the power shared by its President, directors and sole shareholder is identical with, rather than in addition to, the power possessed by Armstrong Utilities, Inc. ARMSTRONG HOLDINGS, INC. beneficially owns 297,996 shares or 1.99% of the Common Stock outstanding. While the President and directors of Armstrong Holdings, Inc. are listed below as sharing voting and dispositive power over such shares, it is considered that Armstrong Holdings, Inc. has sole voting and dispositive power over such shares since the power shared by its President, directors and sole shareholder is identical with, rather than in addition to, the power possessed by Armstrong Holdings, Inc. JAY L. SEDWICK AND LINDA L. SEDWICK share voting and dispositive power over 6,000 shares of Common Stock which they beneficially own as tenants by the entireties. As a director and Chairman of the Board of Armstrong Utilities, Inc., and of Armstrong Holdings, Inc., Jay L. Sedwick shares voting and dispositive power over 935,740 and 297,996 (1,233,736 total) shares of Common Stock owned by Armstrong Utilities, Inc. and Armstrong Holdings, INC., respectively. The 1,292,536 shares beneficially owned by Jay L. Sedwick and the 23,762 shares of Common Stock owned by Linda L. Sedwick represent 8.59% and 0.16%. respectively, of the Common Stock outstanding. Included in this number of shares is 34,638 shares of Common Stock held in the Sedwick Foundation over which Jay L. Sedwick, as a Trustee, has voting and dispositive power, 400 shares of Common Stock held in the Jud L. Sedwick Family Trust No. 2, over which Jay L. Sedwick, as a Trustee, has voting and dispositive power and 17,762 shares of Common Stock held in Citrus Enterprises, L.P. over which Jay L. Sedwick and Linda L. Sedwick, as the general partners, have voting and dispositive power. KIRBY J. CAMPBELL AND ELLEN KAYE CAMPBELL share voting and dispositive power over 10,600 shares of Common Stock which they beneficially own as tenants by the entireties and, as a director and officer of Armstrong Utilities, Inc. and Armstrong Holdings, Inc., Kirby J. Campbell shares voting and dispositive 23 24 power over 935,740 and 297,996 (1,233,736 total) shares of Common Stock of Armstrong Utilities, Inc., and Armstrong Holdings, Inc., respectively. The 1,279,374 shares beneficially owned by Kirby J. Campbell represents 8.51% of the Common Stock outstanding. Included in this number of shares is 34,638 shares of Common Stock held in the Sedwick Foundation over which Kirby J. CAMPBELL, as a Trustee, has voting and dispositive power and 400 shares of Common Stock held in the Jud L. Sedwick Family Trust No. 2, over which Kirby J. Campbell, as a Trustee, has voting and dispositive power. WILLIAM C. STEWART AND GAY 0. STEWART share voting and dispositive power over 7,500 shares of Common Stock which they beneficially own as tenants by the entireties. Gay 0. Stewart beneficially owns 5,000 shares of Common Stock over which she has sole voting and dispositive power. As a director and Chief Executive Officer of Armstrong Utilities, Inc. and as a director and Secretary of Armstrong Holdings, Inc., William C. Stewart shares voting and dispositive power over 935,740 and 297,996 (1,233,736 total) shares of Common Stock of Armstrong Utilities, Inc. and Armstrong Holdings, Inc., respectively. The 1,275,874 shares beneficially owned by William C. Stewart and the 5,000 shares beneficially owned by Gay 0. Stewart represent 8.48% and less than .1%, respectively, of the Common Stock outstanding. Included in this number of shares is 34,638 shares of Common Stock held in the Sedwick Foundation over which William C. Stewart, as a Trustee, has voting and dispositive power. JUD D. STEWART beneficially owns 200 shares of Common Stock over which he has sole voting and dispositive power. The 200 shares beneficially owned by Jud D. Stewart represent less than 0.1% of the Common Stock outstanding. SEDWICK FOUNDATION (the "Trust") beneficially owns 34,638 shares of Common Stock over which Jay L. Sedwick, William C. Stewart and Kirby J. Campbell, as Trustees, have voting and dispositive power. These shares were gifted to the Trust by Jay L. Sedwick and Linda Sedwick. The 34,638 shares beneficially owned by the Trust represent 0.23% of the Common Stock outstanding. DRU A. SEDWICK beneficially owns 1,250 shares of Common Stock over which he has sole voting and dispositive power. As a director and President of Armstrong Holdings, Inc. and as an officer and director of Armstrong Utilities, Inc., Dru A Sedwick shares voting and dispositive power over 935,740 and 297,996 (1,233,736 total) shares of Common Stock of Armstrong Utilities, Inc. and Armstrong Holdings, Inc., respectively. The 1,234,986 shares beneficially owned by Dru A Sedwick represents 8.21% of the Common Stock outstanding. JAY L. SEDWICK, Jr. beneficially owns 1,000 shares of Common Stock over which he has sole voting and dispositive power. 24 25 The 1,000 shares beneficially owned by Jay L. Sedwick Jr. represent less than 0.1% of the Common Stock outstanding. CYD K. JOHNSTON beneficially owns 1,250 shares of Common Stock over which she has sole voting and dispositive power. The 1,250 shares beneficially owned by Cyd K. Johnston represent less than 0.1% of the Common Stock outstanding. JOY L. MOON beneficially owns 1,250 shares of Common Stock over which she has sole voting and dispositive power. The 1,250 shares beneficially owned by Joy L. Moon represent less than 0.1% of the Common Stock outstanding. JUD L. SEDWICK FAMILY TRUST NO. 2 (the "Family Trust") beneficially owns 400 shares of Common Stock over which Jay L. Sedwick and Kirby J. Campbell, as Trustees, have voting and dispositive power. The 400 shares beneficially owned by the Family Trust represent less than 0.1% of the Common Stock outstanding. KIM D. SEDWICK AND SHARON L. SEDWICK share voting and dispositive power over 570 shares of Common Stock which they beneficially own as tenants by the entireties. The 570 shares beneficially owned by Kim D. Sedwick and Sharon L. Sedwick represent less than 0.1% of the Common Stock outstanding. CITRUS ENTERPRISES, L.P. (the "Partnership") beneficially owns 17,762 shares of Common Stock over which Jay L. Sedwick and Linda L. Sedwick, as the general partners, have voting and dispositive power. The 17,762 shares beneficially owned by the Partnership represent 0.12% of the Common Stock outstanding. No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock listed above except the Reporting Persons listed above as the beneficial owners of such shares. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No other change. Item 7. MATERIAL TO BE FILED AS EXHIBITS. The agreement of the Reporting Persons, who have previously reported holdings of the Common Stock, that this statement is filed on behalf of each of them is incorporated by ref ' erence under the caption "Signatures" on page 27 of Amendment No. I to Schedule 13D. on page 27 of Amendment No. 2 to Schedule 13D and on page 16 of Amendment No. 3 to Schedule 13D relating to the Issuer. 25 26 The Schedule 13D of the Reporting Persons, in restated form incorporating the original Schedule 13D and all amendments thereto was filed as Exhibit 7.1 to Amendment No. 10 as required by Rule 101(a)(2)(ii) of Regulation S-T. 26 27 SIGNATURES 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, that I have no reason to believe that the information herein concerning the other persons is inaccurate and that I agree that this statement is to be filed on behalf of each of the persons, including myself. Date: July 31, 1997 /s/ JAY L. SEDWICK ------------------------- JAY L. SEDWICK, for himself, as Trustee of the Sedwick Foundation, and as Attorney-in-Fact and under Power of Attorney for Linda L. Sedwick, Kirby J. Campbell, Ellen Kaye Campbell, William C. Stewart, Gay 0. Stewart, Jud D. Stewart, Dru A. Sedwick, Jay L. Sedwick, Jr., Cyd K. Johnston, Joy L. Moon, Kim D. Sedwick, and Sharon L. Sedwick ARMSTRONG HOLDINGS, INC. By: /s/ JAY L. SEDWICK -------------------------------- Title: Chairman of the Board JUD L. SEDWICK FAMILY TRUST NO. 2 By: /s/ JAY L. SEDWICK -------------------------------- Title: Trustee By: /s/ KIRBY J. CAMPBELL -------------------------------- Title: Trustee CITRUS ENTERPRISES, L.P. By: /s/ JAY L. SEDWICK -------------------------------- Title: General Partner By: /s/ LINDA L. SEDWICK -------------------------------- Title: General Partner 27 -----END PRIVACY-ENHANCED MESSAGE-----