Kirk Kenneth L – ‘SC 13D/A’ on 9/9/96 re: Amtrol Inc/RI – SC 13D

As of:  Monday, 9/9/96   ·   Accession #:  950135-96-3930   ·   File #:  5-43135   ·   Correction:  This Filing was Corrected by the SEC on 4/30/97. ®

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Amtrol, Inc. Schedule 13D for Kenneth Kirk             7     27K 
 2: EX-99.1     Voting Agreement                                       9     29K 

SC 13D   —   Amtrol, Inc. Schedule 13D for Kenneth Kirk
Document Table of Contents

SC 13D
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SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

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

 AMTROL Inc.
 -----------
(Name of Issuer)

Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of securities)

 03234A-10-9
 -----------
(CUSIP Number)

 Margaret D. Farrell
Hinckley, Allen & Snyder
 1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000

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

 August 28, 1996
 ---------------
 (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.  X .      
                                                               ---

Check the following box if a fee is being paid with the statement ____.         

 CUSIP NO. 03234A-10-9
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SCHEDULE 13D

1)     Name of Reporting Person.  Kenneth L. Kirk                   
                                     -----------------------------------------

      2)     Check the appropriate box if a Member of a Group (See Instructions)

(a)                                                                 
------------------                                    
(b)           X                                                     
------------------                                    

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

3)     SEC Use Only                                                 

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

4)     Source of Funds (See Instructions).      Not Applicable      
                                                 -------------------------------

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

   5)     Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e).                                                              
                   -------------------------------------------------------------

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

6)     Citizenship or Place of Organization.      United States     
                                                  ------------------------------

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

Number of            (7)    Sole Voting Power          443,325                  
                                              ----------------------------------
Shares Bene-         -----------------------------------------------------------
(8)    Shared Voting Power        0   
ficially Owned                                  --------------------------------
                     -----------------------------------------------------------
By Each              (9)    Sole Dispositive Power     443,325                  
                                                   -----------------------------
Reporting            -----------------------------------------------------------
(10)   Shared Dispositive Power   0   
Person With                                          ---------------------------

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

11)    Aggregate Amount Beneficially Owned by Each Reporting Person.

443,325                   
--------------------------------------------------------------------------------

    12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions).                      Not Applicable                         
                    ------------------------------------------------------------

13)    Percent of Class Represented by Amount in Row 11.      5.93% 
                                                               -----------------

14)    Type of Reporting Person (See Instructions).           IN    
                                                          ----------------------

 CUSIP NO. 03234A-10-9
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SCHEDULE 13D

  This statement is filed by Kenneth L. Kirk pursuant to Rule 13d-1(b)
under the Securities Exchange Act of 1934, as amended, as an amendment to the   
Schedule 13G dated February 10, 1994 relating to the Common Stock, par value    
$.01 per share of AMTROL Inc., filed on February 12, 1994, as amended by        
Amendment No. 1 thereto dated February 7, 1995 filed on February 8, 1995, as    
amended by Amendment No. 2 thereto dated February 12, 1996 filed February 13,   
1996.                                                                           

Item 1.  Security and Issuer.                                     
-------------------                             

      This statement relates to the shares of Common Stock, par value $.01 per
share (the "Common Stock"), of AMTROL Inc., a Rhode Island corporation ("AMTROL"
or the "Issuer"). The address of AMTROL's principal executive office is 1400    
Division Road, West Warwick, Rhode Island 02893.                                

Item 2.  Identity and Background.                                 
-----------------------                         

      (a), (b), (c) and (f). This filing is being made by Kenneth L. Kirk. Mr.
Kirk's principal place of business is 1400 Division Road, West Warwick, Rhode   
Island 02893. Mr. Kirk is Chairman of the Board of AMTROL whose principal       
address is set forth in Item 1 above.  Mr. Kirk is a United States citizen.     

 (d) and (e). During the last five years, Mr. Kirk has not been: (i)
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors); or (ii) 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, prohibiting or mandating activities subject to, federal or state 
securities laws or finding any violation with respect to such laws.             

Item 3.  Source and Amount of Funds or Other Consideration.       
 -------------------------------------------------

Mr. Kirk acquired his shares of AMTROL Common Stock in a series of
transactions prior to 1990 for services and/or cash.                            

Item 4.  Purpose of Transaction.                                  
----------------------                          

       Other than as may be described herein, Mr. Kirk has no plans or proposals
which relate to or would result in:                                             

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

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

 CUSIP NO. 03234A-10-9
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SCHEDULE 13D

   (3) 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;         

      (4) any material change in the present capitalization or dividend policy
of the Issuer;                                                    

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

(6) any change 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;                           

       (7) causing the Common Stock 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;                                                      

(8) causing a class of equity transactions of the Issuer to become
      eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or                           

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

     On August 28, 1996, Mr. Kirk and three other stockholders of the Issuer
(each a "Stockholder") entered into a Voting Agreement (the "Voting Agreement") 
with the Issuer. The Voting Agreement provides that the obligations of each     
Stockholder thereunder are several and not joint and that, while, for the sake  
of convenience, the Voting Agreement was entered into by more than one          
Stockholder, the Voting Agreement shall be treated for all purposes as a        
separate agreement between each Stockholder and the Issuer and not as an        
agreement among the Stockholders, and that no Stockholder shall have any right  
under the Voting Agreement to cause any other Stockholder to take any action    
required thereunder.                                                            

    Under the Voting Agreement, each Stockholder agreed to vote all of the
shares of the Issuer's Common Stock which the Stockholder has the power to vote 
as recommended by the Board of Directors (the "Board") of the Issuer in regard  
to (i) a definitive merger agreement (the "Merger Agreement"), which the Issuer 
expected to enter into with one of several bidders with whom the Issuer was     
engaged in discussions (the "Bidder") determined by the Board to have made a    
proposal for the acquisition of the Issuer that the Board determined to be in   
the best interest of the Issuer and its stockholders; and (ii) any competing    
transaction or other action which is intended or could reasonably be expected to
have a material effect on the transactions contemplated by any such Merger      
Agreement; provided that no Stockholder is obligated under the Voting Agreement 
to vote in favor of any proposal that would modify the provisions of Section D  
of Article 6 of the Issuer's Articles of Incorporation                          

 CUSIP NO. 03234A-10-9
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SCHEDULE 13D

except to the extent necessary to make such provisions inapplicable to the      
approval by the Issuer's stockholders of such Merger Agreement.                 

   In addition, each Stockholder agreed not to solicit or respond to any
inquiry or proposal with respect to the Issuer that constitutes or could        
reasonably be expected to lead to a competing transaction to the transactions   
contemplated by the Merger Agreement.                                           

 Each Stockholder also agreed not to offer for sale, sell, transfer,
pledge or otherwise dispose of any shares of the Issuer's Common Stock except   
pursuant to a transfer in which the transferred shares continue to be bound by  
the provisions of the Voting Agreement. In addition, each Stockholder agreed not
to grant any proxies, except for any proxies solicited by the Board, or to enter
into any other form of voting agreement with respect to any shares of the       
Issuer's Common Stock held by such Stockholder. The Chester H. Kirk Trust (the  
"Trust"), a Stockholder party to the Voting Agreement, however, is permitted    
under the Agreement to pledge its shares as collateral for any loan which the   
Trustees of the Trust may deem necessary or desirable in connection with payment
of any and all state and federal estate taxes occasioned by the death of Chester
H. Kirk, pecuniary legacies under the Last Will and Testament of Chester H. Kirk
or pecuniary distributions under the Chester H. Kirk 1984 Trust Agreement, so   
long as the amount of such loan does not exceed $10 million prior to January 31,
1997 or $20 million thereafter, and that the terms of such loan provide that the
Trust may continue to vote all pledged shares so long as the Trust is not in    
default under the loan documents.                                               

      The Voting Agreement provides that each Stockholder is entering into the
Voting Agreement for the benefit of any Bidder with whom the Issuer may reach a 
Merger Agreement and that any such Bidder shall be a third party beneficiary for
purposes of monetary damages with respect to any breach of the Voting Agreement 
by such Stockholder.                                                            

      The obligations of each Stockholder under the Agreement were conditioned
on such Stockholder's approval, prior to the execution or delivery by the       
Issuer, of the final form of such Merger Agreement.                             

       On August 28, 1996, the Issuer entered into a definitive Merger Agreement
with A.I. Holdings, Inc. and A.I. Acquisition, Inc. Immediately prior thereto,  
each of the Stockholders approved the form of Merger Agreement, as required by  
the Voting Agreement.                                                           

      The Voting Agreement terminates on the earlier to occur of the effective
time of the merger contemplated by the Merger Agreement or February 28, 1997.   

 CUSIP NO. 03234A-10-9
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SCHEDULE 13D

Item 5.  Interest in Securities of the Issuer.                    
------------------------------------            

(a)  AMOUNT BENEFICIALLY OWNED.  As of August 28, 1996, Mr. Kirk  
beneficially owned 443,325 shares of a total of 7,463,470a shares of Common     
Stock outstanding on such date.                                                 

      (b)  PERCENT OF CLASS.  The shares of Common Stock beneficially owned by
Mr. Kirk represent 5.93% of the Issuer's outstanding Common Stock.b             

(c)  Number of Shares of Common Stock as to which Mr. Kirk has:   

(i)   sole power to vote or to direct the vote  443,325 
                                               -------
(ii)  shared power to vote or to direct the vote    0   
                                                 -------
           (iii) sole power to dispose or to direct the disposition of 443,325
                                                                       -------
         (iv)  shared power to dispose or to direct the disposition of   0
                                                                         -----

       (d)  Mr. Kirk has not effected any transaction in the Common Stock during
the past 60 days.                                                               

(e)  Not applicable.                                              

(f)  Not applicable.                                              

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

   Except as described herein and in Items 4 and 5 of this Schedule 13D,
there are no contracts, arrangements, understandings, or relationships (legal or
otherwise) among the persons named or referred to in Item 2 or between such     
person and any person with respect to any securities of AMTROL.                 

Item 7.  Material to be Filed as Exhibits.                        
--------------------------------                

      (1)  Voting Agreement dated as of August 1996 among AMTROL Inc., Chester
H. Kirk Trust, Kenneth L. Kirk, Hanns H. Winkhaus and David Beretta.            

----------------------------                                                    
a  Includes 7,444,220 shares outstanding on August 28, 1996, plus 19,250 shares 
   acquirable by Mr. Kirk under options exercisable by Mr. Kirk as of August 26,
1996.                                                                     

b  The 443,325 shares of Common Stock beneficially owned by Mr. Kirk include    
19,250 shares issuable upon exercise of options granted to Mr. Kirk under 
AMTROL 1992 Stock Plan.                                                   

 CUSIP NO. 03234A-10-9
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SCHEDULE 13D

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.                                                                        

                                   /s/ Kenneth L. Kirk
                                                --------------------------------
                               Kenneth L. Kirk

Dated:  September 6, 1996                                                       

 CUSIP NO. 03234A-10-9
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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
Corrected on:		4/30/97
		2/28/97		5
		1/31/97		5
Filed on:		9/9/96							SC 13D/A
		9/6/96		7
		8/28/96		1		6			8-K
		8/26/96		6
		2/13/96		3
		2/12/96		3
		2/8/95		3
		2/7/95		3
		2/12/94		3
		2/10/94		3
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