SC 13D/A 1 d479143dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC. 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 2)*

 

 

SIFCO Industries, Inc.

(Name of Issuer)

Common Stock, $1.00 Par Value

(Title of Class of Securities)

826546-10-3

(CUSIP Number)

Janice G. Carlson, Trustee

31556 Tres Lomas

Bulverde, TX 78163

830-980-2749

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 31, 2013

(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 §§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 §240.13d-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 7

  1.   

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

Janice G. Carlson, Trustee

  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)

 

OO

  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

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

     8.   

Shared Voting Power

 

1,994,899

     9.   

Sole Dispositive Power

 

   10.   

Shared Dispositive Power

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,994,899

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

37.4%

14.  

Type of Reporting Person (See Instructions)

 

OO

 

Page 2 of 7

  1.   

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

Charles H. Smith, III, Trustee

  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)

 

OO

  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

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

     8.   

Shared Voting Power

 

1,994,899

     9.   

Sole Dispositive Power

 

   10.   

Shared Dispositive Power

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,994,899

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

37.4%

14.  

Type of Reporting Person (See Instructions)

 

OO

 

Page 3 of 7

Item 1. Security and Issuer

This statement relates to Common Stock, par value $1.00 per share (“Common Stock”), of SIFCO Industries, Inc., an Ohio corporation (“SIFCO”), whose principal executive offices are located at 970 East 64th Street, Cleveland, Ohio 44103.

 

Item 2. Identity and Background

This statement is filed by Charles H. Smith, III and Janice G. Carlson as Trustees (collectively the “Trustees”) under the Voting Trust Agreement dated as of January 31, 2013 (the “Voting Trust Agreement”) which extends the Voting Trust until January 31, 2015 as per the attached exhibit.

Information as to each of these individuals is set forth below:

(a) Charles H. Smith, III.

(b) Mr. Smith’s residence address is 10421 Motor City Drive, Unit 341141, Bethesda, Maryland 20827.

(c) Mr. Smith’s present principal occupation is financial specialist at SEGURA Consulting LLC, 10411 Motor City Drive, Suite 410, Bethesda, MD 20817.

(d) Mr. Smith has not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Mr. Smith has not, during the last five years, been a party to any civil proceeding as a result of which he is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) Mr. Smith is a citizen of the United States.

(a) Janice G. Carlson

(b) Mrs. Carlson’s residence address is 31556 Tres Lomas, Bulverde, TX 78163.

(C) Mrs. Carlson’s present principal occupation is homemaker.

(d) Mrs. Carlson has not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Mrs. Carlson has not, during the last five years, been a party to any civil proceeding as a result of which she is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) Mrs. Carlson is a citizen of the United States.

 

Item 3. Source and Amount of Funds or Other Consideration

Mr. Smith and Mrs. Carlson currently own, as Trustees, 1,994,899 shares of the Common Stock pursuant to the Voting Trust Agreement. The Voting Trust Agreement was renewed for a term beginning February 1, 2013 and ending January 31, 2015 by the Voting Trust Agreement dated January 31, 2013 to which this filing relates.

 

Page 4 of 7

Item 4. Purpose of Transaction

The purpose of the formation of the Voting Trust Agreement is to continue the investment of the signing shareholders in SIFCO and to continue to maintain the stability of SIFCO through the Trustees’ exercise of voting control over the SIFCO Common Stock in the Voting Trust.

The Trustees have no plan or proposal that would result in:

(a) the acquisition or disposition of any additional SIFCO securities by any person;

(b) an extraordinary corporate transaction such as a merger, reorganization or liquidation involving SIFCO or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of SIFCO or any of its subsidiaries;

(d) any change in the present Board of Directors or management of SIFCO, including any plan or proposal to change the number or term of directors or fill any existing vacancies on the Board;

(e) any material change in the present capitalization or dividend policy of SIFCO;

(f) any other material change in SIFCO’s business or corporate structure;

(g) changes in SIFCO’s Articles of Incorporation or Regulations or instruments corresponding thereto or other actions which may impede the acquisition of control of SIFCO by any person;

(h) causing a class of securities of SIFCO 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;

(i) a class of equity securities of SIFCO becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j) any action similar to any of those enumerated above.

 

Item 5. Interest in Securities of the Issuer

(a) The aggregate number of SIFCO shares of Common Stock subject to the Voting Trust Agreement is 1,994,899, constituting approximately 37.4% of the 5,339,571 Shares of SIFCO outstanding on October 31, 2012. The ownership of voting trust certificates under the Voting Trust Agreement is set forth on Exhibit 1.

(b) Mr. Smith and Mrs. Carlson, as Trustees, share the power to vote the Common Stock subject to the Voting Trust Agreement. Although the Trustees do not have the power to dispose of the Common Stock subject to the Voting Trust, they share the power to terminate the Voting Trust or to return Common Stock subject to the Trust to holders of voting trust certificates.

(c) There were no transactions in the Common Stock during the past 60 days.

(d) Under the terms of the Voting Trust Agreement, all dividends paid with respect to SIFCO Shares are distributed to the holders of the related voting trust certificates.

(e) Not applicable.

 

Page 5 of 7

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Voting Trust Agreement is for a two-year term ending January 31, 2015. The Trustees may terminate the trust during any original or extended term by notice to the holders of the voting trust certificates.

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit No.

   

Description

1    Voting Trust Agreement dated January 31, 2013.

 

Page 6 of 7

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.

 

Dated: February 1, 2013   

/s/ Charles H. Smith, III

  

Charles H. Smith, III, Trustee

 

  

/s/ Janice G. Carlson

   Janice G. Carlson, Trustee

 

Page 7 of 7