Boren Estate of Leland E, et al. – ‘SC 13D’ on 4/29/19 re: International Baler Corp

On:  Monday, 4/29/19, at 3:47pm ET   ·   Accession #:  1773468-19-2   ·   File #:  5-39533

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General Statement of Beneficial Ownership   —   Sch. 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              8±    31K 

Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
WASHINGTON, D.C. 20549                                                          
SCHEDULE 13D                                                                    
UNDER THE SECURITIES EXCHANGE ACT OF 1934                                       
International Baler Corporation                                                 
Name of Issuer)                                                                 
Common Stock - $.01 par value per share                                         
Title of Class of Securities)                                                   
459041-10-9                                                                     
CUSIP Number)                                                                   
Estate of Leland E. Boren and Avis Industrial Corporation                       
1909 S Main Street                                                              
P.O. Box 218                                                                    
Upland, Indiana 46989                                                           
(765) 998-8100                                                                  
--------------------------------------------------------                        
Name, Address and Telephone Number of Person Authorized to                      
Receive Notices and Communications)                                             

11/23/2018                                                                      
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).                     
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:  
Estate of Leland E. Boren (previous reporting person, Leland E. Boren, died on  
November 23, 2018)                                                              
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                            
(a) [ ]   (b) [ ]                                             
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3. SEC USE ONLY:                                                                
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4. SOURCE OF FUNDS                                                              
PF                                                                              
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO         
ITEMS 2(D) OR 2(E)                                                    [ ]       
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:                                        
United States of America                                                        
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:              
7.       SOLE VOTING POWER:            2,633,896                                
8.       SHARED VOTING POWER:          1,571,262 (1)                            
9.       SOLE DISPOSITIVE POWER:       2,633,896                                
10.      SHARED DISPOSITIVE POWER:     1,571,262 (1)                            
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:               
4,205,158 (1)                                                                   
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]   
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):                         
81.1%                                                                           
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14. TYPE OF REPORTING PERSON:                                                   
IN                                                                              
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(1)  Includes 1,571,262 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.                                                    
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:  
Avis Industrial Corporation                                                     
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                            
(a) [ ]   (b) [ ]                                             
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3. SEC USE ONLY:                                                                
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4. SOURCE OF FUNDS                                                              
OO                                                                              
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO         
ITEMS 2(D) OR 2(E)                                                    [ ]       
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:                                        
United States of America                                                        
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:              
7.       SOLE VOTING POWER:            1,571,262                                
8.       SHARED VOTING POWER:          2,633,896 (2)                            
9.       SOLE DISPOSITIVE POWER:       1,571,262                                
10.      SHARED DISPOSITIVE POWER:     2,633,896 (2)                            
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:               
4,205,158 (2)                                                                   
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [ ] 
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):                         
81.1%                                                                           
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14. TYPE OF REPORTING PERSON:                                                   
CO                                                                              
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(2) Includes 2,633,896 shares of common stock, par value $0.01 per share        
("Common Stock"), of International Baler Corporation, owned by The Estate of    
Leland E. Boren who is the majority owner of Avis Industrial Corporation.       
Avis Industrial Corporation disclaims beneficial ownership of the shares        
owned by the Estate of Leland E. Boren.                                         

EXPLANATORY NOTE                                                                

This Schedule 13D is being filed because the previous Reporting Person,         
Leland E. Boren, died on November 23, 2018.  Ms. Angela M. Darlington has       
been appointed as the Personal Representative of the Estate of Leland E.        
Boren.  The Estate of Leland E. Boren owns or controls shares of Common         
Stock of Avis International Corporation.  Mr. Boren and Avis Industrial         
Corporation had filed their 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, December 3, 2007, June 18, 2014, February 19,      
2015, April 24, 2015, August 31, 2015, February 8, 2016, June 1, 2016, and      
July 14, 2017 and August 1, 2018, respectively.                                 

STATEMENT ON SCHEDULE 13D                                                       

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.                                                

(a) This statement is filed by Angela M. Darlington as Personal Representative  
of the Estate of Leland E. Boren, and Avis Industrial Corporation, an Indiana   
corporation (referred to together as the "Reporting Persons").  The Reporting   
Persons are filing jointly, pursuant to the provisions of Rule 13d-1(k)(1)      
under the Act.  See Exhibit 99.1 for Reporting Persons' Joint Filing Agreement. 

(b)  The business address of the Estate of Leland E. Boren is 1909 S. Main      
Street, P.O. Box 218, Upland, IN  46989.  The principal business address and    
principal office address of Avis Industrial Corporation is 1909 S. Main Street, 
Upland, Indiana 46989.                                                          

(c)  The late Mr. Boren was formerly the CEO, President, and Chairman of the    
Board of Avis Industrial Corporation.  The Estate of Leland E. Boren is the     
controlling shareholder of Avis Industrial Corporation.  The late Mr. Boren     
was elected to the Board of Directors of the Issuer on March 9, 2005 and        
subsequently 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, 2014 and 2017.  Ms. Darlington also serves as Secretary of the Issuer.    

Avis Industrial Corporation's principal business is to manufacture a broad      
range of products to serve the automotive, metalworking, railroad,              
off-highway, construction, energy, aerospace, recycling and consumer industries.

(d)  Neither of the Reporting Persons nor the persons listed in Schedule A,     
during the last five years, have been convicted in a criminal proceeding        
(excluding traffic violations or similar misdemeanors).                         

(e)  Neither of the Reporting Persons nor the persons listed in Schedule A,     
during the last five years, was a party to a civil proceeding of a judicial     
or administrative body of competent jurisdiction and as a result of such        
proceeding was or is subject to a judgment, decree or final order enjoining     
future violations of, or prohibiting or mandating activities subject to,        
federal or state securities laws or finding any violation with respect to       
such laws.                                                                      

(f)  The Estate of Leland E. Boren is being administered pursuant to the        
laws of the State of Indiana in the United States of America.  Avis Industrial  
Corporation is a corporation organized under the laws of the State of Indiana   
in the United States of America.  All of the persons listed in Schedule A are   
citizens of the United State of America.                                        

The name, business address, present principal occupation or employment and      
citizenship of each director and executive officer of Avis Industrial           
Corporation (other than Mr. Boren's information which is provided above)        
are set forth on Schedule A hereto and are incorporated herein by reference.    

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.                               

ITEM 4. PURPOSE OF TRANSACTION.                                                 

Since the filing of the previous Schedule 13D/A, Avis Industrial Corporation    
purchased additional shares of the Common Stock of the Issuer as follows:       

4,900 shares on July 14, 2017, 1,700 shares on July 24, 2017, 1,065 shares on   
July 26, 2017, 100 shares on July 27, 2017, 3,372 shares on August 10, 2017,    
2,628 shares on August 11, 2017, 3,000 shares on October 12, 2017, 3,000 shares 
on November 24, 2017, 400 on December 22, 2017, 395 shares on December 26,      
2017, 1,608 on April 4, 2018, 400 shares on April 13, 2018, 900 shares on       
May 3, 2018, 152,521 shares on July 23, 2018, and 2,100 shares on August 6,     
2018                                                                            

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.                          

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 Issuer,       
or the disposition of securities of the Issuer;                                 

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

(iii) a sale or transfer of a material amount of assets of the Issuer or        
any of its subsidiaries;                                                        

(iv) any change in the present Board of Directors or management of the          
Issuer, 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 Issuer;                                                                  

(vi) any other material change in the Issuer's business or corporate            
structure;                                                                      

(vii) changes in the Issuer's charter, bylaws or instruments                    
corresponding thereto or other actions which may impede the                     
acquisition of control of the Issuer by any person;                             

(viii) causing a class of securities of the Issuer 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 Issuer becoming eligible for           
termination of registration pursuant to Section 12(g)(4) of the Act; or         

(x) any actions similar to those enumerated above.                              

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 Issuer and other parties methods by which the     
Issuer 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 Issuer 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, the Estate of      
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 Issuer, representing      
50.81% of the outstanding Common Stock (based on the number of shares of        
Common Stock outstanding as of March 11, 2019). 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 1,571,262 shares of Common Stock of    
the Issuer, representing 30.3% of the outstanding Common Stock (based on the    
number of shares of Common Stock outstanding as of March 11, 2019).  The        
Estate of Leland E. 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,      
no transactions in Issuer stock were effected by the Reporting Persons.         

(d) Not applicable.                                                             

(e) Not applicable.                                                             

Other than the transactions described in Item 3, Item 4 and this Item 5,        
the Reporting Persons or, to the knowledge of the Reporting Persons, any        
persons listed on Schedule A, have 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.                         

The Reporting Persons are parties to an agreement with respect to the joint     
filing of this Schedule 13D and any amendments thereto, a copy of which is      
attached as Exhibit 99.1 to hereto and is incorporated by reference herein.     

Except as otherwise described in this Schedule 13D, to the knowledge of the     
Reporting Persons, there are no other contracts, arrangements, understandings   
or relationship (legal or otherwise) among the persons named in Item 2 or       
listed on Schedule A hereto, and between such persons and any person, with      
respect to any securities of the Issuer, including but not limited to transfer  
or voting of any of the securities of the Issuer, finder's fees, joint          
ventures, loan or option arrangements, puts or calls, guarantees or profits,    
division of profits or loss, or the giving or withholding of proxies.           

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.                                       

99.1  Joint Filing Agreement between the Reporting Persons.                     

--------------------------                                                      

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.                                   

ESTATE OF LELAND E. BOREN                                                       

Dated: April 25, 2019                                                           
By: /s/   Angela M. Darlington                                                  
Name: Angela M. Darlington, Personal Representative of the Estate of            
Leland E. Boren                                                                 

AVIS INDUSTRIAL CORPORATION                                                     

Dated: April 25, 2019                                                           
By: /s/   Angela M. Darlington                                                  
Name: Angela M. Darlington, Vice President-Secretary                            

Schedule A                                                                      

DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS                   

The following sets forth the name, citizenship, principal occupation and        
business address of each director and executive officer, as applicable, of      
the Reporting Persons.  All executive officers and directors listed in this     
Schedule A are U.S. citizens.                                                   

Avis Industrial Corporation ("Avis"):                                           

Ronald L. McDaniel                                                              
Director, Chairman, Interim President                                           
1909 S. Main Street                                                             
Upland, IN  46989                                                               

Angela M. Darlington                                                            
Director, Vice President-Secretary,                                             
Assistant to the President                                                      
1909 S. Main Street                                                             
Upland, IN  46989                                                               

Martha R. Songer                                                                
Director, Vice President, Assistant                                             
to the Chairman                                                                 
1909 S. Main Street                                                             
Upland, IN 46989                                                                

Lael E. Boren                                                                   
Director, Vice President-Facilities Manager                                     
1909 S. Main Street                                                             
Upland, IN  46989                                                               

Craig A. Little                                                                 
Vice President-Engineering                                                      
314 North Jackson Street                                                        
Jackson, MI  49201                                                              

D. Roger Griffin                                                                
Vice President                                                                  
1909 S. Main Street                                                             
Upland, IN  469889                                                              

Stephen W. Ross                                                                 
Vice President-Chief Financial Officer                                          
1909 S. Main Street                                                             
Upland, IN  46989                                                               

Tracee L. Pennington                                                            
Treasurer                                                                       
1909 S. Main Street                                                             
Upland, IN  46989                                                               

Dennis D. Carroll                                                               
Director, Attorney, Retired Judge                                               
1909 S. Main Street                                                             
Upland, IN  46989                                                               

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 1934 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.                                

ESTATE OF LELAND E. BOREN                                                       

Dated: April 25, 2019                                                           
By: /s/   Angela M. Darlington                                                  
Name: Angela M. Darlington, Personal Representative of the Estate of            
Leland E. Boren                                                                 

AVIS INDUSTRIAL CORPORATION                                                     

Dated: April 25, 2019                                                           
By: /s/   Angela M. Darlington                                                  
Name: Angela M. Darlington, Vice President-Secretary                            

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		4/29/19
		4/25/19
		3/11/19		DEF 14A
		11/23/18
		8/6/18		4
		8/1/18		SC 13D/A
		7/23/18		4
		5/3/18		4
		4/13/18		4
		4/4/18		4
		12/26/17
		12/22/17		4
		11/24/17		4
		10/12/17		4,  4/A
		8/11/17		4,  4/A
		8/10/17		4
		7/27/17		4
		7/26/17		4
		7/24/17		4
		7/14/17		4,  SC 13D/A
		6/1/16		4
		2/8/16		4,  SC 13D/A
		8/31/15		SC 13D/A
		4/24/15		4,  SC 13D/A
		2/19/15		SC 13D/A
		6/18/14		4
		12/3/07		SC 13D/A
		5/1/07		SC 13D/A
		3/15/07		SC 13D/A
		2/15/07		SC 13D/A
		1/17/07		10KSB,  SC 13D/A
		5/26/06		SC 13D/A
		5/5/06		SC 13D/A
		8/12/05		4,  SC 13D/A
		6/15/05		SC 13D
		6/2/05		DEF 14A
		3/9/05		8-K
		2/16/05		3,  4,  8-K
				List all Filings