-----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, KCzkxJa7ge24lDIjjYbgVb7p2dLOtq6WuxlSIFzSb8jKli2UAYKcHJ6LnMJ3iRX4 SZfKe+ukz8v8bpGIZ1vh5g== 0000921530-99-000138.txt : 19990621 0000921530-99-000138.hdr.sgml : 19990621 ACCESSION NUMBER: 0000921530-99-000138 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990618 GROUP MEMBERS: CHONG WAI LIN GROUP MEMBERS: CHOONG LEE CHONG GROUP MEMBERS: CHRISTOPHER J. MCGOUGAN GROUP MEMBERS: DATO' LIM KENG KAY GROUP MEMBERS: MEGAMIN VENTURES SDN BHD GROUP MEMBERS: TEOH LAY HOCK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HITOX CORPORATION OF AMERICA CENTRAL INDEX KEY: 0000842295 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 742081929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40170 FILM NUMBER: 99648756 BUSINESS ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 BUSINESS PHONE: 5128825175 MAIL ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEGAMIN VENTURES SDN BHD CENTRAL INDEX KEY: 0001018160 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 41 JALAN SULTAN AZLAN SHAH UTARA STREET 2: PO BOX 3 IPOH GARDEN S. 31400 IPOH CITY: PERAK DARUL MALAYSIA BUSINESS PHONE: 055481333 MAIL ADDRESS: STREET 1: 41 JALAN SULTAN AZLAN SHAH UTARA STREET 2: PO BOX 3 IPOH GARDEN S. 31400 IPOH CITY: PERAK DARUL MALAYSIA SC 13D/A 1 AMD #2 TO SC 13D RE HITOX CORPORATION OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) (Amendment No. 2)* HITOX CORPORATION OF AMERICA ____________________________________________________ (Name of Issuer) Common Stock, $0.25 Par Value ____________________________________________________ (Title of Class of Securities) 433658101 ______________ (CUSIP Number) Donald M. Feferman Feferman & Rehler, L.L.P. 1830 Frost Bank Plaza Corpus Christi, Texas 78470 361.883.1830 ________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 28, 1999 ___________________________________________________________ (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 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 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 13 Pages Page 2 of 13 SCHEDULE 13D CUSIP No. 433658101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Megamin Ventures Sdn Bhd (Name changed from Syarikat Megawati Sdn Bhd) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* BK 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Malaysia Number of 7 Sole Voting Power Shares 1,353,000 Beneficially Owned By 8 Shared Voting Power Each 0 Reporting Person 9 Sole Dispositive Power With 1,353,000 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,353,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 29.1 % 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILING OUT! Page 3 of 13 SCHEDULE 13D CUSIP No. 433658101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Dato' Lim Keng Kay 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Malaysia 7 Sole Voting Power Number of Shares 8 Shared Voting Power Beneficially Owned By Each 9 Sole Dispositive Power Reporting Person With 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,353,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 13 SCHEDULE 13D CUSIP No. 433658101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Chong Wai Lin 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Malaysia 7 Sole Voting Power Number of Shares 8 Shared Voting Power Beneficially Owned By Each 9 Sole Dispositive Power Reporting Person With 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 13 SCHEDULE 13D CUSIP No. 433658101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Choong Lee Chong 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Malaysia 7 Sole Voting Power Number of Shares 8 Shared Voting Power Beneficially Owned By Each 9 Sole Dispositive Power Reporting Person With 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 13 SCHEDULE 13D CUSIP No. 433658101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Teoh Lay Hock 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Source of Funds* 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Malaysia 7 Sole Voting Power Number of Shares 8 Shared Voting Power Beneficially Owned By Each 9 Sole Dispositive Power Reporting Person With 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 13 SCHEDULE 13D CUSIP No. 433658101 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Christopher J. McGougan 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 British 7 Sole Voting Power 5,000 Number of Shares 8 Shared Voting Power Beneficially 0 Owned By Each 9 Sole Dispositive Power Reporting 5,000 Person With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 0.1 % 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 13 This Amendment No. 2 is being filed to reflect changes in Item 2, deleting Lim Si Boon and adding Christopher J. McGougan as a director, and changes in Item 4, to set forth the actions by those listed therein with respect to the directors of the Issuer. Item 1. Security and Issuer ------------------- This filing relates to the common capital stock of Hitox Corporation of America ("Hitox" or "Issuer"). Address of the principal executive offices of the Issuer is 722 Burleson Street, Corpus Christi, Texas 78402. Item 2. Identify and Background ----------------------- a. The Reporting Persons are: Megamin Ventures Sdn Bhd, organized under the laws of Malaysia (the "Company"). Dato' Lim Keng Kay, is a controlling shareholder, director and chief executive officer of the Company. Ms. Chong Wai Lin, Mr. Choong Lee Chong, Mr. Teoh Lay Hock and Christopher J. McGougan are directors of the Company. The filing of this Schedule shall not be construed as an admission by any Reporting Person that he or she is, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities owned by the Company. The filing of this Schedule shall not be construed as an admission by the Company that it is, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities owned by Mr. McGougan. b. (i) The Company's principal business is investment holding. (ii) Mr. Lim Keng Kay, in addition to his position with the Company, serves as Deputy Chairman cum Group Managing Director of Mega First Corporation Berhad, as Chairman cum Group Managing Director of Palmco Holdings Berhad and as Group Managing Director of Rock Chemical Industries (M) Berhad, which are all Malaysian companies listed on the Kuala Lumpur Stock Exchange, as well as having various other business interests. Page 9 of 13 (iii) Ms. Chong Wai Lin is an accountant by profession and is currently the Director - Finance of Bonanza Venture Holdings, Sdn Bhd (BVH) which is the holding company of the Company and is a company ultimately controlled by Mr. Lim Keng Kay. She is a Director of Mega First Corporation Berhad, a public-listed company on the Kuala Lampur Stock Exchange in Malaysia and is also director of various private companies with the BVH Group. (iv) Mr. Choong Lee Chong is a Chartered Secretary by profession and is a Director - Administration of Bonanza Venture Holdings, Sdn Bhd (BVH) which is the holding company of the Company and is a company ultimately controlled by Mr. Lim Keng Kay. He is also a director of various private companies within the BVH Group. (v) Mr. Teoh Lay Hock is a geologist and mineral economist. He is the chief executive officer of the Minerals and Metals Division of one corporation affiliated with the Company, and serves as a director of various other affiliated companies. (vi) Mr. McGougan, in addition to his position with the Company, serves as Chairman of Bloxwich Engineering Ltd., a private UK corporation controlled by Mega First Corporation Behad, a public company listed on the Kuala Lumpur Stock Exchange; a director of Bloxwich International Sdn Bhd, a subsidiary of Mega First Corporation, and a director of Rottweil SA, a private Luxembourg company. c. The address of Mr. McGougan's principal office is 638 Eagle Point Road, Van Alstyne, Texas 75495. The address of the principal business of the Company and the remaining persons listed in Item 2(a) above is 41 Jalan Sultan Azlan Shah Utara, Ipoh Garden South, 31400 Ipoh, Perak Darul Ridzuan, Malaysia. This is also the address of their principal office. d. None of those listed in Item 2(a) above have been convicted in a criminal proceeding at any time during the last five years. e. None of those listed in Item 2(a) above have been a party to a civil proceeding of a judicial or administrative body of jurisdiction at any time during the last five years. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Shares owned by the Company: Page 10 of 13 The 1,000,000 shares in Hitox purchased from the Issuer, and 200,000 shares in Hitox purchased from existing shareholders, for the total sum of $4,800,000 are being financed by a Term Loan of $5,000,000 from the Hongkong and Shanghai Banking Corporation Limited, Offshore Banking Unit Labuan. A further 153,000 shares in Hitox were previously purchased for cash. Shares owned by Mr. McGougan were bought using his personal working capital. Item 4. Purpose of Transaction ---------------------- The purpose of the initial transaction for which a Schedule 13D was filed was for the Company to make an investment in the securities of the Issuer. It was anticipated at the time that a representative of the Company would be elected to serve on the board of directors of the Issuer. The purpose of the transaction reported by this Amendment No. 2 is as follows: On May 28, 1999, the Company and Paulson Acquisition LLC, Paulson Ranch, Ltd., Bernard A. Paulson, Founders Equity Securities, Inc., Leon S. Loeb and Richard L. Bowers, holders of more than 50% of the outstanding Shares of the Issuer, pursuant to the provisions of the Issuer's Certificate of Incorporation, executed a written demand and consent removing each of Robert J. Cresci, William B. Hayes, and Mike Nicolas as directors of the Issuer and appointing each of Richard L. Bowers, Thomas W. Pauken, and W. Craig Epperson to serve as directors of the Issuer. With respect to the execution of such demand and consent, each of the Company and Paulson Acquisition LLC, Paulson Ranch, Ltd., Bernard A. Paulson, Founders Equity Securities, Inc., Leon S. Loeb, and Richard L. Bowers may be deemed to be acting as a group. It is the understanding of the Company that information regarding Paulson Acquisition LLC, Paulson Ranch, Ltd., Bernard A. Paulson, Founders Equity Securities, Inc., Leon S. Loeb, and Richard L. Bowers is or will be contained in a separate Schedule 13D. Item 5. Interest in Securities of the Issuer ------------------------------------ a. The aggregate number of shares of common stock of Hitox owned by the Company is 1,353,000 shares. This represents 29.05 percent of the number of shares of Hitox's common stock outstanding. Mr. McGougan owns 5,000 shares which represents less than 0.1% of Hitox's outstanding shares. Page 11 of 13 b. The Company has the sole power to vote the shares of common stock it purchased. Mr. McGougan has the sole power to vote the shares of common stock he purchased. c. The transactions by which the Company acquired 1,200,000 of the shares of common stock of Hitox are as follows: i. 1,000,000 shares were purchased on June 26, 1996 directly from the issuer for $4.00 per share. ii. 200,000 shares were purchased from the following shareholders in the amounts as set forth below: a. Edmond F. Twining, IV -- 684 shares b. Anne L. Peretz -- 77,398 shares c. Trust for Taylor Twining, U/W Susan C. Twining -- 684 shares. d. Jane F. Clark -- 41,704 shares e. David L. Farnsworth -- 1,303 shares f. Anne E. Farnsworth -- 1,303 shares g. Jesse W. Perez -- 1,303 shares h. Evegina F. Perez -- 1,303 shares i. Residuary Trust U/W Steven C. Clark, Jr. -- 25,004 shares j. Residuary Trust U/W Susan C. Twining -- 9,482 shares k. Estate of Steven C. Clark, Jr. -- 37,552 shares l. Peretz Family Investments, a Limited Partnership -- 2,280 shares The purchase of the shares from the above listed shareholders was negotiated through their representative, The Clark Estates, Inc., and was closed on June 26, 1996. These shares were also purchased at $4.00 per share. From March 8, 1995 to February 20, 1996, the Company acquired from the open market 153,000 shares of common stock of Hitox for cash. There have been no transactions in the class of securities reported on that were effected in the last 60 days by any Reporting Persons. (d) No other 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, such securities. Page 12 of 13 (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with -------------------------------------------------------------- the Securities of the Issuer ---------------------------- There are no contracts, etc. described in the instructions to Item 6 among the persons named in Item 2 and any other persons which would give another voting power or investment power over such securities. Item 7. Exhibits -------- a. Contract between Syarikat Megawati Sdn Bhd, and Hitox Corporation of America. (previously filed) b. Contract between Syarikat Megawati Sdn Bhd, and the listed shareholders represented by The Clark Estates, Inc. (previously filed) c. Loan documents relating to the funding of the acquisition of the securities. (previously filed) d. Powers of attorney. 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: MEGAMIN VENTURES SBN BHD LIM KENG KAY CHONG WAI LIN CHOONG LEE CHONG TEOH LAY HOCK Date May 28, 1999 CHRISTOPHER JOHN MCGOUGAN By: /S/ DONALD M. FERMAN ---------------------------------------- Donald M. Feferman, pursuant to power of attorney attached hereto as an Exhibit. EX-24 2 EXHIBIT D - POWER OF ATTORNEY Page 13 of 13 EXHIBIT D POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each of the undersigned being an officer and/or director of Megamin Ventures, Sdn Bhd (the "Company"), does hereby constitute and appoint Donald M. Feferman, his or her true and lawful attorney-in-fact and agent, with full power of substitution in these premises, at any time and from time to time to do any and all acts and things and to execute in his or her name (in connection with the undersigned's position as an officer and/or director of the Company,) which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended and any requirements of the Securities and Exchange Commission in respect thereof, and the rules and regulations of any national securities exchange or self-regulatory body, in connection with the filing of documents including, without limitation, Schedule 13D, Form 4, "Changes in Beneficial Ownership of Securities" and Form 5, "Annual Statement of Changes in Beneficial Ownership," including specifically, but without limitation thereto, power and authority to sign his or her name to such Forms to be filed with the Securities Exchange Commission, any securities exchange or any other self-regulatory body; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. The said attorney and agent shall have and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his name hereto as of this 31st day of MAY, 1999. May 28, 1999 /S/ LIM KENG KAY - ---------------------- --------------------------------- Date LIM KENG KAY May 28, 1999 /S/ CHONG WAI LIN - ---------------------- --------------------------------- Date CHONG WAI LIN May 28, 1999 /S/ CHOONG LEE CHONG - ---------------------- --------------------------------- Date CHOONG LEE CHONG May 31, 1999 /S/ TEOH LAY HOCK - ---------------------- --------------------------------- Date TEOH LAY HOCK May 28, 1999 /S/ CHRISTOPHER JOHN MCGOUGAN - ---------------------- --------------------------------- Date CHRISTOPHER JOHN MCGOUGAN -----END PRIVACY-ENHANCED MESSAGE-----