SEC Info - Holdernam Inc, et al. - ‘SC 13D/A’ on 3/2/94 re: Holnam Inc

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Holdernam Inc, et al. – ‘SC 13D/A’ on 3/2/94 re: Holnam Inc

As of: Wednesday, 3/2/94 · Accession #: 950117-94-48 · File #: 5-40940

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/02/94  Holdernam Inc                     SC 13D/A               2:25K  Holnam Inc                        Command F… Self-Filer/FA
          ‘Holderbank’ Financiere Glaris, Ltd.
          Holdernam Inc
          Thomas Schmidheiny

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Holdernam Et Al 13D,Am#6                              12     40K 
 2: EX-99       Certificate of O & M                                   4±    18K

SC 13D/A — Holdernam Et Al 13D,Am#6
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Holderbank Holdernam Interest in Securities of the Issuer Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
5	Item 1. Security and Issuer
6	Item 3. Source and Amount of Funds or Other Consideration
7	Item 5. Interest in Securities of the Issuer
8	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
10	Holderbank
11	Holdernam

SC 13D/A 1st Page of 12 TOC ↑Top Previous Next ↓Bottom Just 1st
 
             UNITED STATES
            SECURITIES AND EXCHANGE COMMISSION
             Washington, D.C.  20549

            SCHEDULE 13D

             Under the Securities Exchange Act of 1934
             (Amendment No. 6)

             HOLNAM INC.
            (Name of Issuer)

            Common Stock, par value $.01 per share
            (Title of Class of Securities)

             436429 10 4
            (CUSIP Number)

             Joseph W. Schmidt, Esq.
             Whitman Breed Abbott & Morgan
             200 Park Avenue
            New York, New York 10166
            (212) 351-3000

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

             February 22, 1994
             (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(b)(3) or (4), check the following box [ ].  

Check the following box if a fee is being paid with the statement [ ].  (A fee  
is not required only if the reporting person:  (1) has a previous statement on  
file reporting beneficial ownership of more than five percent of the class of   
securities described in Item 1; and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-7.)                                                               

Note:  Six copies of this statement, including all exhibits, should be filed    
with the Commission.  See Rule 13d-1(a) 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 16 Pages        
Exhibit Index on Page 8       
------------------------------------------------------------------------------- 

SC 13D/A 2nd Page of 12 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D        
CUSIP No. 436429 10 4                                   Page 2 of 16 Pages      

                                                        [Enlarge/Download Table]

                                                                                                   
1  Name Of Reporting Person                                                                        
   S.S. Or I.R.S. Identification No. Of Above Person                                               
   Thomas Schmidheiny                                                                              
2  Check The Appropriate Box If A Member Of A Group*                                        (a) [x]
                                                                                            (b) [ ]
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                                                            
   Switzerland                                                                                     

                                                                [Download Table]
                                                 
 Number of          7   Sole Voting Power        
   Shares                            1,062.0828**
Beneficially        8   Shared Voting Power      
  Owned by                           0           
    Each            9   Sole Dispositive Power   
 Reporting                           1,062.0828**
   Person           10  Shared Dispositive Power 
    with                             0           

                                                                [Download Table]

                                                                               
11  Aggregate Amount Beneficially Owned By Each Reporting Person               
    1,062.0828**                                                               
12  Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares*  [ ]
13  Percent of Class Represented by Amount in row (11)                         
    100%                                                                       
14  Type of Reporting Person*                                                  
    IN                                                                         

*SEE INSTRUCTIONS BEFORE FILLING OUT! 
 **SEE ITEM 5(a) HEREOF.

SC 13D/A 3rd Page of 12 TOC 1st Previous Next ↓Bottom Just 3rd
SCHEDULE 13D

CUSIP No. 436429 10 4                                         Page 3 of 16 Pages

                                                        [Enlarge/Download Table]

                                                                                                   
1  Name Of Reporting Person                                                                        
   S.S. Or I.R.S. Identification No. Of Above Person                                               
   'Holderbank' Financiere Glaris, Ltd.                                                            
2  Check The Appropriate Box If A Member Of A Group*                                        (a) [x]
                                                                                            (b) [ ]
3  SEC Use Only                                                                                    
4  Source Of Funds*                                                                                
   BK, AF                                                                                          
5  Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e)      [ ]
6  Citizenship Or Place Of Organization                                                            
   Switzerland                                                                                     

                                                                [Download Table]
                                                 
 Number of          7   Sole Voting Power        
   Shares                            1,062.0828**
Beneficially        8   Shared Voting Power      
  Owned by                           0           
    Each            9   Sole Dispositive Power   
 Reporting                           1,062.0828**
   Person           10  Shared Dispositive Power 
    with                             0           

                                                                [Download Table]

                                                                               
11  Aggregate Amount Beneficially Owned By Each Reporting Person               
    1,062.0828**                                                               
12  Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares*  [ ]
13  Percent of Class Represented by Amount in row (11)                         
    100%                                                                       
14  Type of Reporting Person*                                                  
    HC, CO                                                                     

*SEE INSTRUCTIONS BEFORE FILLING OUT! 
   **SEE ITEM 5(a) HEREOF.

SC 13D/A 4th Page of 12 TOC 1st Previous Next ↓Bottom Just 4th
SCHEDULE 13D

CUSIP No. 436429 10 4                                        Page 4 of 16 Pages 

                                                        [Enlarge/Download Table]

                                                                                                   
1  Name Of Reporting Person                                                                        
   S.S. Or I.R.S. Identification No. Of Above Person                                               
   Holdernam Inc.                                                                                  
2  Check The Appropriate Box If A Member Of A Group*                                        (a) [x]
                                                                                            (b) [ ]
3  SEC Use Only                                                                                    
4  Source Of Funds*                                                                                
   AF                                                                                              
5  Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e)      [ ]
6  Citizenship Or Place Of Organization                                                            
   Delaware                                                                                        

                                                                [Download Table]
                                                 
 Number of          7   Sole Voting Power        
   Shares                            1,062.0828**
Beneficially        8   Shared Voting Power      
  Owned by                           0           
    Each            9   Sole Dispositive Power   
 Reporting                           1,062.0828**
   Person           10  Shared Dispositive Power 
   with                             0            

                                                                [Download Table]

                                                                               
11  Aggregate Amount Beneficially Owned By Each Reporting Person               
    1,062.0828**                                                               
12  Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares*  [ ]
13  Percent of Class Represented by Amount in row (11)                         
    100%                                                                       
14  Type of Reporting Person*                                                  
    HC, CO                                                                     

*SEE INSTRUCTIONS BEFORE FILLING OUT! 
 **SEE ITEM 5(a) HEREOF.

SC 13D/A 5th Page of 12 TOC 1st Previous Next ↓Bottom Just 5th
ITEM 1.   SECURITY AND ISSUER                                                   

     This statement relates to the common stock, par value
$.01 per share (the "Company Common Stock"), of Holnam Inc. (the                
"Company"), the principal executive offices of which are located at 6211        
North Ann Arbor Road, Dundee, Michigan 48131.                                   

ITEM 2.        IDENTITY AND BACKGROUND                                          
This statement is filed by Thomas Schmidheiny     
("Schmidheiny"), "Holderbank" Financiere Glaris Ltd., a Swiss                   
corporation ("Holderbank"), and Holdernam Inc., a Delaware corporation          
("Holdernam").  Through various Swiss entities, legally or beneficially,        
directly or indirectly, Schmidheiny holds approximately 48% of                  
Holderbank's voting stock.  Schmidheiny's address is Zuercherstrasse 170,       
CH-8645 Jona, Switzerland.  Holderbank's principal offices are located at       
Insel 14, CH-8750 Glaris, Switzerland.  Holdernam is a wholly-owned             
subsidiary of Holderbank with its principal offices at 6211 North Ann           
Arbor Road, Dundee, Michigan 48131 (telephone: (313) 529-2411).                 

        Holderbank, through its subsidiaries and affiliates, ranks
as one of the largest cement manufacturers and suppliers in the world with      
a presence in 30 countries.                                                     

Neither Schmidheiny, Holderbank nor Holdernam has 
during the last five years been convicted in a criminal proceeding or been      
a party to a civil proceeding of a judicial or administrative body of           
competent jurisdiction that resulted in a judgment, decree or final order       
enjoining future violations of, or prohibiting or mandating activities          
subject to, U.S. federal or state securities laws or finding any violation      
with respect to such laws.                                                      

       Listed on the attached Annex A are the only directors and
executive officers of Holderbank and Holdernam, together with their             
positions at Holderbank and Holdernam, their residences and -- where            
appropriate -- business addresses and their citizenship.                        

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     None of these directors and executive officers has been
convicted in a criminal proceeding in the past five years (not including        
traffic violations and similar minor matters) and none has been the subject     
of proceedings under U.S. federal or state securities laws which resulted       
in the issuance of a judgment, order or decree.  Except for Peter Byland        
and Anton E. Schrafl, who are directors of the Company, none of these           
directors and executive officers has any interest in the Company's              
securities or other involvement with the Company except through his             
positions with Holderbank or Holdernam.                                         

Holderbank has presently issued and outstanding   
14,100,000 shares of voting stock.  Of these, 10,100,000 are registered         
shares and 4,000,000 non-registered or bearer shares.  Each registered and      
bearer share is entitled to one vote on matters submitted to a vote of          
stockholders.  At December 31, 1993, Schmidheiny held through various           
Swiss entities, legally or beneficially, directly or indirectly, an aggregate   
of approximately 6,715,480 registered and 123,642 non-registered or             
bearer shares constituting approximately 48% of Holderbank's voting             
stock.  Holders of bearer shares are not generally known by Holderbank.         
However, holders of registered shares can be identified.  Based on the          
share register, in addition to Schmidheiny, Swiss entities controlled by        
Societe Suisse de Ciment Portland S.A., a publicly-held Swiss corporation       
("SSCP"), are the sole holders of registered shares corresponding to more       
than five percent of the voting stock of Holderbank.  Through various           
entities, legally or beneficially, directly or indirectly, SSCP holds           
approximately 9% of Holderbank's voting stock. Schmidheiny is also a            
director of SSCP.  SSCP's address is 23, Faubourg de l'hopital, 2000            
Neuchatel, Switzerland.                                                         

ITEM 3.        SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                

    Holderbank has provided the necessary funds to pay the
minority stockholders (the "Public Stockholders") of the Company (other         
than those who perfected their dissenters' appraisal rights) for the shares     
of Company Common Stock held by them from borrowings under existing             
lines of credit which are more than sufficient for this purpose.                
Holderbank made these funds available to Holdernam as a contribution to         
the capital of Holdernam.                                                       

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ITEM 4.        PURPOSE OF TRANSACTION                                           
As of the close of business on February 22, 1994, 
Holcem Inc., a Delaware corporation and a wholly-owned subsidiary of            
Holdernam with its principal offices located at 6211 North Ann Arbor            
Road, Dundee, Michigan 48131 ("Holcem"), was merged with and into               
the Company (the "Merger") pursuant to Section 253 of the General               
Corporation Law of the State of Delaware with the result that the separate      
corporate existence of Holcem ceased, Holdernam became the owner of             
100% of the outstanding equity of the Company and each outstanding              
share of Company Common Stock (other than any shares owned by                   
Holcem or held by stockholders who perfected their dissenters' appraisal        
rights) was converted into the right to receive $7.65 in cash from              
Holdernam.                                                                      

Following the Merger, (i) the Company's restated  
certificate of incorporation was amended to change the authorized capital       
stock from 200,000,000 shares of Company Common Stock and                       
50,000,000 shares of preferred stock to 2,000 shares of Company                 
Common Stock, of which 1,000 shares are issued to Holdernam, and                
2,000 shares of preferred stock, of which 1,034.71333 shares are issued to      
Holdernam; (ii) the Company Common Stock was removed from listing               
on the New York Stock Exchange, Inc.; and (iii) the Company is                  
terminating its reporting obligations under the Securities Exchange Act of      
1934, as amended.                                                               

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER                                   

      (a)  As a result of the Merger, Holdernam currently owns
1,000 shares (the "Shares") of Company Common Stock, representing               
100% of the outstanding Company Common Stock as of the close of                 
business on February 22, 1994.  In addition, as a result of the Merger,         
Holdernam owns 1,034.71333 shares of preferred stock of the Company             
which are convertible at a conversion price of $832.50 per share into           
62.0828 shares of Company Common Stock.  Thus, Holdernam may be                 
deemed to own 1,062.0828 shares of Company Common Stock, as                     
determined in accordance with Rule 13d-3 under the Securities Exchange          
Act of 1934, as amended.  Because Holdernam is a wholly-owned                   
subsidiary of Holderbank, Holderbank and Schmidheiny may also be                
considered beneficial owners of the Shares.                                     

SC 13D/A 8th Page of 12 TOC 1st Previous Next ↓Bottom Just 8th
     (b)  Holdernam has the power to vote and dispose of the
Shares.                                                                         

   (c)  In order to effectuate the Merger, on January 7,
1994, Holdernam transferred 128,491,701 shares of Company Common                
Stock and 620,828 shares of preferred stock of the Company then owned           
by it to its newly-formed wholly-owned subsidiary, Holcem, in exchange          
for all the equity of Holcem.  As a result of the Merger, as of the close of    
business on February 22, 1994, Holdernam became the owner of the                
Shares (as well as 1,034.71333 shares of preferred stock of the Company         
which are convertible at a conversion price of $832.50 per share into           
62.0828 shares of Company Common Stock).  There have been no other              
transactions by Schmidheiny, Holderbank or Holdernam in the Company             
Common Stock during the past 60 days.                                           

        (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 the Shares.                                                         

ITEM 6.        CONTRACTS, ARRANGEMENTS,  UNDERSTANDINGS OR RELATIONSHIPS        
WITH RESPECT TO SECURITIES OF THE ISSUER          

None.                                             

ITEM 7.        MATERIAL TO BE FILED AS EXHIBITS                    Page Number  
A.             Certificate of Ownership and Merger of Holcem Inc.      13       
with and into Holnam Inc.                         

SC 13D/A 9th Page of 12 TOC 1st Previous Next ↓Bottom Just 9th
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.                                                           

             HOLDERNAM INC., for itself and on
        behalf of THOMAS SCHMIDHEINY
       and "HOLDERBANK" FINANCIERE
GLARIS LTD.         

    Date:  February 23, 1994

By:/s/  Peter Byland
                  ......................................
NAME: PETER BYLAND  
TITLE: PRESIDENT    

SC 13D/A 10th Page of 12 TOC 1st Previous Next ↓Bottom Just 10th
                                                                         ANNEX A

DIRECTORS AND EXECUTIVE OFFICERS

                                                        [Enlarge/Download Table]

        NAME AND POSITION;                         BUSINESS                             RESIDENCE               
          CITIZENSHIP                             ADDRESS                               ADDRESS                 
------------------------------------  ------------------------------------  ------------------------------------
                                                                                                                
HOLDERBANK                                                                                                      
Thomas Schmidheiny                    Holderbank                            Fuchsenbergstrasse 40               
  Chairman, Managing Director and     CH-8645 Jona, Switzerland             CH-8645 Jona, Switzerland           
  Chairman of the Executive                                                                                     
  Committee                                                                                                     
  Swiss citizen                                                                                                 

Dr. Anton E. Schrafl                  Holderbank                            Schlossbergstrasse 23               
  Deputy Chairman                     CH-8001 Zurich, Switzerland           CH-8702 Zollikon, Switzerland       
  Swiss citizen                                                                                                 

Dr. Max D. Amstutz                    Holderbank                            Villa LeToit                        
  Director and Vice Chairman of the   CH-1298 Celigny, Switzerland          CH-1268 Begnins, Switzerland        
  Executive Committee                                                                                           
  Swiss citizen                                                                                                 

Dr. Konrad Auer                                                                                                 
  Director                                                                                                      
  Swiss citizen                                                                                                 

E. Fritz Hoffmann                     CH-8052 Zurich, Switzerland                                               
  Director                                                                                                      
  Swiss citizen                                                                                                 

Dr. Erwin Machler                                                                                               
  Director                                                                                                      
  Swiss citizen                                                                                                 

Giorgio Montandon                     Cementeria de Merone S.p.A.                                               
  Director                            20122 Milano, Italy                                                       
  Swiss citizen                                                                                                 

Prof. Dr. Angelo Pozzi                                                      Mellingerstrasse 1                  
  Director                                                                  CH-5400 Baden, Switzerland          
  Swiss citizen                                                                                                 

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Dr. Jean-Claude Wenger                                                      Seegartenstrasse 2                  
  Director                                                                  CH-8034 Zurich, Switzerland         
  Swiss citizen                                                                                                 

Peter G. Wodtke                                                                                                 
  Director                                                                                                      
  U.S. citizen                                                                                                  

Peter Byland                          Holderbank                            Langackerstrasse 181                
  Member of the Executive             CH-8645 Jona, Switzerland             CH-8704 Herrliberg, Switzerland     
  Committee and Executive Vice                                                                                  
  President                                                                                                     
  Swiss citizen                                                                                                 

Urs Bieri                             Holderbank                            Hombrechtikerstrasse 58             
  Director and Member of the          CH-8645 Jona, Switzerland             CH-8645 Jona, Switzerland           
  Executive Committee                                                                                           
  Swiss citizen                                                                                                 

Andreas Pestalozzi                    Holderbank                                                                
  Member of the Executive             CH-8645 Jona, Switzerland                                                 
  Committee                                                                                                     
  Swiss citizen                                                                                                 

Markus Akermann                                                                                                 
  Member of the Executive                                                                                       
  Committee                                                                                                     

Benoit H. Koch                                                                                                  
  Member of the Executive                                                                                       
  Committee                                                                                                     

Holdernam                                                                                                       

Peter Byland                          see above                             see above                           
  Director, Chairman of the Board                                                                               
  and President                                                                                                 

SC 13D/A Last Page of 12 TOC 1st Previous Next ↓Bottom Just 12th
Urs Bieri                             see above                             see above                           
  Director                                                                                                      

Dr. Max D. Amstutz                    see above                             see above                           
  Director                                                                                                      

Claude Rosset                         Holderbank                            Meienbergstrasse 67B                
  Vice President                      CH-8645 Jona, Switzerland             CH-8645 Jona, Switzerland           
  Swiss citizen                                                                                                 

Kent D. Jensen                        Holnam Inc.                           1772 Stoneridge Drive               
  Treasurer                           6211 N. Ann Arbor Road                Saline, Michigan 48176              
  U.S. citizen                        Dundee, Michigan 48131                                                    

Pierre F. Haesler                     Holderbank                            Sonnenblickstrasse 30               
  Secretary                           CH-8645 Jona, Switzerland             CH-8645 Jona, Switzerland           
  Swiss citizen

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	3/2/94			SC 13E3/A
	2/23/94	9		8-K
	2/22/94	1	8
	1/7/94	8		8-K
	12/31/93	6
				List all Filings

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Filing Submission 0000950117-94-000048 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Holdernam Inc, et al. – ‘SC 13D/A’ on 3/2/94 re: Holnam Inc

As of: Wednesday, 3/2/94 · Accession #: 950117-94-48 · File #: 5-40940

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Amendment to General Statement of Beneficial Ownership — Schedule 13D
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SC 13D/A — Holdernam Et Al 13D,Am#6
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