-----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, HUTlK0ZG++EQf39T8SzraIppav6LAxhS1O8rr3frlFS9OFL+/rCf+unoM+0m6xif 5GqBWKSY0+Tsffq7Xx4/Iw== 0001005477-03-003517.txt : 20030821 0001005477-03-003517.hdr.sgml : 20030821 20030821164912 ACCESSION NUMBER: 0001005477-03-003517 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030821 GROUP MEMBERS: LIM, KEN KAY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOR MINERALS INTERNATIONAL INC 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: 1934 Act SEC FILE NUMBER: 005-40170 FILM NUMBER: 03860528 BUSINESS ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 BUSINESS PHONE: 3618825175 MAIL ADDRESS: STREET 1: 722 BURLESON CITY: CORPUS CHRISTI STATE: TX ZIP: 78402 FORMER COMPANY: FORMER CONFORMED NAME: HITOX CORPORATION OF AMERICA DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEGAMIN VENTURES SDN BHD CENTRAL INDEX KEY: 0001018160 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: A-3-6 NO. 1 PERSIARAN STREET 2: GREENTOWN 2 BUSINESS CENTRE CITY: IPOH STATE: N8 BUSINESS PHONE: 055481333 MAIL ADDRESS: STREET 1: A-3-6 NO. 1 PERSIARAN STREET 2: GREENTOWN 2 BUSINESS CENTRE CITY: IPOH STATE: N8 FORMER COMPANY: FORMER CONFORMED NAME: SYARIKAT MEGAWATI SDN BDN ET AL DATE OF NAME CHANGE: 19970213 SC 13D/A 1 file001.txt AMENDMENT NUMBER 6 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Rule 13d-101 Under the Securities Exchange Act of 1934 (Amendment No. 6)* TOR Minerals International, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 433658101 - -------------------------------------------------------------------------------- (CUSIP Number) John Daniels 6440 North Central Expressway Suite 503 Dallas, TX 75206 (214) 368-9405 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 08/18/2003 - -------------------------------------------------------------------------------- (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. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 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). Page 1 of 5 Pages CUSIP No. 433658101 - -------------------------------------------------------------------------------- (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Megamin Ventures Sdn Bhd - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (see instructions) (a)|X| (b)|_| - -------------------------------------------------------------------------------- (3) SEC use only. - -------------------------------------------------------------------------------- (4) Source of funds (see instructions). - -------------------------------------------------------------------------------- (5) Check if disclosure of legal proceedings is required pursuant to Items |_| 2(d) or 2(e). - -------------------------------------------------------------------------------- (6) Citizenship or place of organization. Malaysia - -------------------------------------------------------------------------------- Number of shares beneficially owned by each reporting person with: (7) Sole voting power: 1623000 (8) Shared voting power: 0 (9) Sole dispositive power: 1623000 (10) Shared dispositive power: 0 - -------------------------------------------------------------------------------- (11) Aggregate amount beneficially owned by each reporting person. 1623000 - -------------------------------------------------------------------------------- (12) Check if the aggregate amount in Row (11) excludes certain shares |_| (see instructions). - -------------------------------------------------------------------------------- (13) Percent of class represented by amount in Row (11). 22.8% - -------------------------------------------------------------------------------- (14) Type of reporting person (see instructions). CO - -------------------------------------------------------------------------------- Page 2 of 5 Pages CUSIP No. 433658101 - -------------------------------------------------------------------------------- (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Lim, Ken Kay - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (see instructions) (a)|X| (b)|_| - -------------------------------------------------------------------------------- (3) SEC use only. - -------------------------------------------------------------------------------- (4) Source of funds (see instructions). - -------------------------------------------------------------------------------- (5) Check if disclosure of legal proceedings is required pursuant to Items |_| 2(d) or 2(e). - -------------------------------------------------------------------------------- (6) Citizenship or place of organization. Malaysia - -------------------------------------------------------------------------------- Number of shares beneficially owned by each reporting person with: (7) Sole voting power: 0 (8) Shared voting power: 0 (9) Sole dispositive power: 0 (10) Shared dispositive power: 0 - -------------------------------------------------------------------------------- (11) Aggregate amount beneficially owned by each reporting person. 1623000 - -------------------------------------------------------------------------------- (12) Check if the aggregate amount in Row (11) excludes certain shares |_| (see instructions). - -------------------------------------------------------------------------------- (13) Percent of class represented by amount in Row (11). 22.8% - -------------------------------------------------------------------------------- (14) Type of reporting person (see instructions). IN - -------------------------------------------------------------------------------- Page 3 of 5 Pages Item 1. Security and Issuer. No modification to information provided in the Schedule 13D filed on June 29, 1996, as previously amended (the "Prior Statement"). Item 2. Identity and Background. (a) No modification to information provided in the Prior Statement. (b) No modification to information provided in the Prior Statement. (c) No modification to information provided in the Prior Statement. (d) No modification to information provided in the Prior Statement. (e) No modification to information provided in the Prior Statement. (f) No modification to information provided in the Prior Statement. Item 3. Source and Amount of Funds or Other Consideration. No modification to information provided in the Prior Statement. Item 4. Purpose of Transaction. No modification to information provided in the Prior Statement. Item 5. Interest in Securities of the Issuer. (a) Following the sale on August 18, 2003 described in response to Item 5(c) hereof, the Company owned 1,623,000 shares of common stock of the Issuer, or approximately 22.8% of the outstanding shares, based on information obtained from the Issuer on August 19, 2003. (b) All of the shares reported are owned by Megamin Ventures Sdn Bhd (the "Company"), which has the sole power to vote and to dispose of such shares. Lim Keng Kay is a reporting person by virtue of his indirect ownership of the Company, as previously reported. (c) In the sixty days prior to the date of filing of this Amendment, the Company sold shares of common stock of the Issuer in the transactions previously reported on Amendment No. 5 to the original Schedule 13D and in the following additional transaction effected though a broker-dealer in the NASDAQ Small Cap Market: August 18, 2003 130,000 shares sold $4.00 (price per share) (d) No modification to information provided in the Prior Statement. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. See the Joint Filing Agreement which is incorporated by reference herein Item 7. Material to be Filed as Exhibits. Exhibit 99.1: Joint Filing Agreement. Exhibit 99.2: Power of Attorney (Megamin Ventures Sdn Bhd). Exhibit 99.3: Power of Attorney (Lim Keng Kay). Page 4 of 5 Pages 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 Sdn Bhd Date: 08/20/2003 /s/ by Tan Chin Yong Name: by Tan Chin Yong Title: Attorney in Fact Lim Keng Kay Date: 08/20/2003 /s/ by Tan Chin Yong Name: by Tan Chin Yong Title: Attorney in Fact The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: Provided, however, That a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION--Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). (Secs. 13(d), 13(g), 14(d), 23, 48 Stat. 894, 895, 901; sec. 8, 49 Stat. 1379; sec. 203(a), 49 Stat. 704; sec. 10, 78 Stat. 88a; Secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497; sec. 18, 89 Stat. 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; 15 U.S.C. 78m(d), 78m(g), 78n(d), 78w) [44 FR 2145, Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 44 FR 70340, Dec. 6, 1979; 47 FR 11466, Mar. 16, 1982; 61 FR 49959, Sept. 24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998] Page 5 of 5 Pages EX-99.1 3 file002.txt JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d 1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of statements on Amendment No. 5 to the Schedule 13D with respect to the common stock of TOR Minerals International, Inc. (including any amendments thereto) and further agree that this Joint Filing Agreement shall be included as an Exhibit to such filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement on the dates indicated. Date: July 15, 2003 Lim Keng Kay /s/ Lim Keng Kay By: /s/ Tan Chin Yong Tan Chin Yong, Attorney in fact Date: July 15, 2003 Megamin Ventures Sdn Bhd By: /s/ Tan Chin Yong Tan Chin Yong, Attorney in fact EX-99.2 4 file003.txt POWER OF ATTORNEY (MEGAMIN VENTURES SDN BHD) POWER OF ATTORNEY The undersigned hereby appoints Tan Chin Yong as its true and lawful attorney in fact and agent to execute and file with the United States Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendment thereto and any related documentation (including but not limited to Joint Filing Agreements and other exhibits) which may be required to be filed with respect to the securities of TOR Minerals International, Inc. or any successor thereto, and the undersigned grants to said attorney in fact and agent full power and authority to do and perform each and every act and thing which the undersigned could do in person, hereby ratifying and confirming all that said attorney in fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Tan Chin Yong under this Power of Attorney shall continue until revoked in writing. Date: July 15, 2003 Megamin Ventures Sdn Bhd /s/ Chong Wai Lin Chong Wai Lin (Ms) Director EX-99.3 5 file004.txt POWER OF ATTORNEY (LIM KENG KAY) POWER OF ATTORNEY The undersigned hereby appoints Tan Chin Yong as his true and lawful attorney in fact and agent to execute and file with the United States Securities and Exchange Commission any Schedule 13D, Schedule 13G, any amendment thereto and any related documentation (including but not limited to Joint Filing Agreements and other exhibits) which may be required to be filed with respect to the securities of TOR Minerals International, Inc. or any successor thereto, and the undersigned grants to said attorney in fact and agent full power and authority to do and perform each and every act and thing which the undersigned could do in person, hereby ratifying and confirming all that said attorney in fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Tan Chin Yong under this Power of Attorney shall continue until revoked in writing. Date: July 15, 2003 /s/ Lim Keng Kay Lim Keng Kay -----END PRIVACY-ENHANCED MESSAGE-----