-----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, JcgWk4UilNof6IIYqeokFI+W+ICG2G0VfzYIRBuqTpmFJL3M91WqmdfC0OrvsnXC uvPn8lnV7NSYbt5eeZghlQ== 0000921530-99-000139.txt : 19990621 0000921530-99-000139.hdr.sgml : 19990621 ACCESSION NUMBER: 0000921530-99-000139 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 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: 99648862 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 #3 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. 3)* 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) June 16, 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 8 Pages Page 2 of 8 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 7 Sole Voting Power 1,353,000 Number of Shares 8 Shared Voting Power Beneficially 0 Owned By Each 9 Sole Dispositive Power Reporting 1,353,000 Person With 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* [ ] 13 Percent of Class Represented By Amount in Row (11) 29.1 % 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 8 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 8 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 8 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 8 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 8 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* [ ] 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 8 This Amendment No. 3 to Schedule 13D relates to shares of Common Stock, par value $0.25 per share (the "Shares"), of Hitox Corporation of America (the "Issuer"). This Amendment No. 3 supplementally amends the initial statement on Schedule 13D dated June 29, 1996, and all amendments thereto (collectively, the "Prior Statement"). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Prior Statement. The Prior Statement is supplementally amended to the end that Item 4 reads in its entirety as follows: Item 4. Purpose of Transaction ---------------------- 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 (the "Demand") removing each of Robert J. Cresci, William B. Hayes, and Michael A. 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. In addition, Bernard A. Paulson was appointed President and Chief Executive Officer and Christopher J. McGougan was appointed Chairman. The reconstitution of the Board of Directors of the Issuer was completed on May 28, 1999. As a result, the actions of the Company and the other persons named in the foregoing paragraph with respect to the Demand are completed and such persons may no longer be deemed to be acting as a group. Mr. McGougan shall hereafter no longer be deemed to be a Reporting Person, and this Amendment No. 3 shall be treated as a final report for Mr. McGougan. 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 CHRISTOPHER JOHN MCGOUGAN June 15, 1999 By: /S/ DONALD M. FEFERMAN _______________________ __________________________________________ Date Donald M. Feferman, pursuant to power of attorney previously filed as an Exhibit. -----END PRIVACY-ENHANCED MESSAGE-----