0001319171-14-000009.txt : 20140627
0001319171-14-000009.hdr.sgml : 20140627
20140625141941
ACCESSION NUMBER: 0001319171-14-000009
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20140625
DATE AS OF CHANGE: 20140625
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: INTERNATIONAL BALER CORP
CENTRAL INDEX KEY: 0000781902
STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569]
IRS NUMBER: 132842053
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-39533
FILM NUMBER: 14939729
BUSINESS ADDRESS:
STREET 1: 5400 RIO GRANDE AVE
CITY: JACKSONVILLE
STATE: FL
ZIP: 32205
BUSINESS PHONE: 8002319286
MAIL ADDRESS:
STREET 1: 5400 RIO GRANDE AVENUE
CITY: JACKSONVILLE
STATE: FL
ZIP: 32205
FORMER COMPANY:
FORMER CONFORMED NAME: WASTE TECHNOLOGY CORP
DATE OF NAME CHANGE: 19920703
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: INTERNATIONAL BALER CORP
CENTRAL INDEX KEY: 0000781902
STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569]
IRS NUMBER: 132842053
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: SC TO-I
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-39533
FILM NUMBER: 14939730
BUSINESS ADDRESS:
STREET 1: 5400 RIO GRANDE AVE
CITY: JACKSONVILLE
STATE: FL
ZIP: 32205
BUSINESS PHONE: 8002319286
MAIL ADDRESS:
STREET 1: 5400 RIO GRANDE AVENUE
CITY: JACKSONVILLE
STATE: FL
ZIP: 32205
FORMER COMPANY:
FORMER CONFORMED NAME: WASTE TECHNOLOGY CORP
DATE OF NAME CHANGE: 19920703
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Boren Leland E
CENTRAL INDEX KEY: 0001319171
FILING VALUES:
FORM TYPE: SC 13D/A
MAIL ADDRESS:
STREET 1: 9315 SOUTH 950 EAST
CITY: UPLAND
STATE: IN
ZIP: 46989
SC 13D/A
1
boren624.txt
13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
International Baler Corporation
(Name of Issuer)
Common Stock - $.01 par value per share
(Title of Class of Securities)
459041-10-9
(CUSIP Number)
Leland E. Boren and Avis Industrial Corporation
9315 S. 950 E. Upland, Indiana 46989 (765) 998-8100
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
6/18/2014
(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 [ ]
*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).
CUSIP NO. 459041-10-9 13D PAGE 2 OF 8
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Leland E. Boren
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ]
--------------------------------------------------------------------------------
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 of America
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 2,633,896
8. SHARED VOTING POWER: 2,418 (1)
9. SOLE DISPOSITIVE POWER: 2,633,896
10. SHARED DISPOSITIVE POWER: 2,418 (1)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,636,314
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
50.86%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
IN
--------------------------------------------------------------------------------
(1) Includes 2,418 shares of common stock, par value $0.01 per share
("Common Stock"), of International Baler Corporation, owned by
Avis Industrial Corporation, of which Reporting Person is majority owner.
Reporting Person disclaims beneficial ownership of the shares owned by
Avis Industrial Corporation.
CUSIP NO. 459041-10-9 13D PAGE 3 OF 8
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Avis Industrial Corporation
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY:
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
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 of America
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 2,418
8. SHARED VOTING POWER: 2,633,896 (2)
9. SOLE DISPOSITIVE POWER: 2,418
10. SHARED DISPOSITIVE POWER: 2,633,896 (2)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,636,314 (2)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
50.86%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
CO
--------------------------------------------------------------------------------
(2) Includes 2,633,896 shares of common stock, par value $0.01 per share
("Common Stock"), of International Baler Corporation, owned by
Leland E. Boren who is majority owner of Avis Industrial Corporation.
Avis Industrial Corporation disclaims beneficial ownership of the
shares owned by Leland E. Boren.
STATEMENT ON SCHEDULE 13D
Pursuant to Rule 13d-2(a) of the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned Reporting Person hereby amends his
initial Statement on Schedule 13D dated February 16, 2005, as amended by
Schedule 13D/A's filed on June 15, 2005, August 12, 2005, May 5, 2006,
May 26, 2006, January 17, 2007, February 15, 2007, March 15, 2007,
May 1, 2007 and December 3, 2007 respectively. All information herein with
respect to International Baler Corporation, f/k/a Waste Technology
Corp., a Delaware corporation (the "Issuer"), is to the best
knowledge and belief of the Reporting Persons as defined herein.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
Mr. Leland E. Boren, an individual (referred to together with Avis
Industrial Corporation as the "Reporting Persons") was elected to
the Board of Directors of the Issuer on March 9, 2005. Mr. Boren
was then elected to a three-year term as a Director by the
shareholders of the Issuer at their annual meeting on June 2, 2005
and re-elected in 2008, 2011 and 2014.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the purchase price paid by the Reporting Persons for their
shares of Common Stock were their personal funds.
CUSIP NO. 459041-10-9 13D PAGE 4 OF 8
ITEM 4. PURPOSE OF TRANSACTION.
On the following dates, Mr. Boren purchased additional shares of the
common stock, par value $0.01 per share (the "Common Stock") of the Issuer:
June 3, 2013 (1,000 shares), June 4, 2013 (1,000 shares),
June 24, 2013 (7,275 shares). and Mr. Boren also acquired shares of
Common Stock as a beneficiary of LaRita Boren's Estate as follows:
March 21, 2014 (1,744,565 shares) and March 25, 2014 (669,488 shares).
Favorable pricing has compelled the Reporting Person to make investments
in the Common Stock described by this Statement on Schedule 13D.
So long as the pricing remains attractive, the Reporting Person
intends to continue purchasing shares of Common Stock. Avis Industrial
Corporation purchased 2,000 shares on June 13, 2014, 400 shares
on June 16, 2014 and 18 shares on June 18, 2014.
Other than as described in this Statement on Schedule 13D, at the present
time the Reporting Person has no specific plans or proposals which would
relate to or result in:
(i) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(iv) any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the Board of
Directors;
(v) any material change in the present capitalization or dividend policy
of the Company;
(vi) any other material change in the Company's business or corporate
structure;
(vii) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(viii) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(ix) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(x) any actions similar to those enumerated above.
CUSIP NO. 459041-10-9 13D PAGE 5 OF 8
The Reporting Persons reserve the right to formulate specific plans or
proposals with respect to, or to change their intentions regarding, any or all
of the foregoing.
The Reporting Persons may also, from time to time, discuss with management
and other shareholders of the Company and other parties methods by which the
Company can best preserve and increase its value. Such methods may involve
strategic alliances, business combinations, cost containment measures and
other similar arrangements, including such alliances and arrangements with
affiliates of the Reporting Persons. If as a result of such discussions, the
Reporting Persons decide to pursue any of the methods for preserving and
increasing the value of the Company described herein, then the consummation
thereof could involve transactions in the nature of those described in
subparagraphs (i) through (x) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As set forth in this Statement on Schedule 13D, Leland E.
Boren currently owns, has the sole power to vote and the sole power
to dispose of 2,633,896 shares of Common Stock of the Company,
representing 50.80% of the outstanding Common Stock (based on the
number of shares of Common Stock outstanding as of May 31, 2014).
As set forth in this Statement on Schedule 13D, Avis Industrial Corporation
currently owns, has the sole power to vote and the sole power to dispose of
2,418 shares of Common Stock of the Company, representing 0.0466% of
the outstanding Common Stock (based on the number of shares of Common
Stock outstanding as of May 31, 2014). Mr. Boren and Avis Industrial
Corporation disclaim beneficial ownership of the shares of Common Stock
held by the other.
(c) During the sixty (60) days prior to the filing date of this Statement,
the following transactions were effected: On the following dates, Mr. Boren
purchased additional shares of the common stock, par value $0.01 per share
(the "Common Stock") of the Issuer: June 3, 2013 (1,000 shares),
June 4, 2013 (1,000 shares), June 24, 2013 (7,275 shares). and
Mr. Boren also acquired shares of Common Stock as a beneficiary
of LaRita Boren's Estate as follows: March 21, 2014 (1,744,565 shares)
and March 25, 2014 (669,488 shares).
Avis Industrial Corporation purchased 2,000 shares on June 13, 2014
and 400 shares on June 16, 2014 and 18 shares on June 18, 2014.
(d) Not applicable.
(e) Not applicable.
Other than the transactions described in Item 3, Item 4 and this Item 5,
the Reporting Person has not effected any transactions in the Common
Stock during the preceding 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
No material change.
CUSIP NO. 459041-10-9 13D PAGE 6 OF 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Joint Filing Agreement between the Reporting Persons.
--------------------------
CUSIP NO. 459041-10-9 13D PAGE 7 OF 8
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 19, 2014 By: /s/ Leland E.. Boren
Name: Leland E. Boren
AVIS INDUSTRIAL CORPORATION
Dated: June 19, 2014 By: /s/ Leland E.. Boren
Name: Leland E. Boren, President
CUSIP NO. 459041-10-9 13D PAGE 8 of 8
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned each agree that the Statement on Schedule 13D
relating to the common stock, $0.01 par value, of International
Baler Corporation (i) is adopted and filed on behalf of each
of them, (ii) all future amendments to such Statement on
Schedule 13D will, unless written notice to the contrary is
delivered as described below, be jointly filed on behalf of each
of them, and (iii) the provisions of Rule 13d-1(k)(1) under
the Securities Act of 1933 apply to each of them. This agreement
may be terminated with respect to the obligation to jointly file
future amendments to such Statement on Schedule 13D as to any
of the undersigned upon such person giving written notice thereof
to the other person signatory hereto, at their respective address.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint
Filing Agreement as of the date set forth below.
Dated: June 19, 2014 By: /s/ Leland E.. Boren
Name: Leland E. Boren
AVIS INDUSTRIAL CORPORATION
Dated: June 19, 2014 By: /s/ Leland E.. Boren
Name: Leland E. Boren, President
15381576.2 (607779.027235)