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Easton Southpaw Inc · SC 13D/A · Milastar Corp · On 8/1/07

Filed On 8/1/07, 12:36pm ET   ·   Accession Number 1350853-7-1   ·   SEC File 5-10675

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer

 8/01/07  Easton Southpaw Inc               SC 13D/A               1:17K  Milastar Corp

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Esi Schedule 13D - Amendment 2                      HTML     19K 


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Milastar Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

599100 10 4

(CUSIP Number)

Dennis J. Stevermer

President

Easton Southpaw Incorporated

7317 West Lake Street

Minneapolis, MN 55426

(952) 929-7815

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

July 30, 2007

(Date of Event Which Requires Filing of This Statement)

CUSIP No. 599100 10 4 13D/A
1 NAMES OF REPORTING PERSONS/

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)



Easton Southpaw Incorporated

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

(b)

3 SEC USE ONLY

4 SOURCE OF FUNDS (See Instructions)

BK, WC, SC

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware



NUMBER OF SHARES

BENEFICIALLY OWNED

BY EACH REPORTING PERSON WITH

7 SOLE VOTING POWER

2,716,264

8 SHARED VOTING POWER

-0-

9 SOLE DISPOSITIVE POWER

2,716,264

10 SHARED DISPOSITIVE POWER

-0-

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,716,264

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)



99.7%

14 TYPE OF REPORTING PERSON (See Instructions)



CO

CUSIP No. 599100 10 4 13D/A
1 NAMES OF REPORTING PERSONS/

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)



Dennis J. Stevermer

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

(b)

3 SEC USE ONLY

4 SOURCE OF FUNDS (See Instructions)

OO, PF

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States



NUMBER OF SHARES

BENEFICIALLY OWNED

BY EACH REPORTING PERSON WITH

7 SOLE VOTING POWER

2,723,264

8 SHARED VOTING POWER

-0-

9 SOLE DISPOSITIVE POWER

2,723,264

10 SHARED DISPOSITIVE POWER

-0-

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,723,264

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)



100%

14 TYPE OF REPORTING PERSON (See Instructions)



IN

EXPLANATORY NOTE: Easton Southpaw Incorporated, a Delaware corporation ("Easton") and Dennis J. Stevermer ("Stevermer") (collectively the "Reporting Persons") are hereby filing this Amendment No. 2 to their joint Schedule 13D filed with the SEC on February 6, 2006. The purpose of this Amendment No. 2 is to revise the information contained in Item 4.

Item 4. Purpose of Transaction

The Reporting Persons acquired beneficial ownership of the securities described herein pursuant to a merger agreement by and among Milastar Corporation ("Milastar"), Milastar Acquisition Corporation and Easton. In connection with the merger, each share of Milastar common stock issued and outstanding immediately prior to the effective time of the merger (other than the shares owned beneficially by Stevermer or by Easton and the shares as to which a dissenting stockholder has perfected appraisal rights under Delaware law) were cancelled and converted into the right to receive $3.50 in cash.

Neither Stevermer nor Easton received any cash compensation for any of their shares of common stock or their vested stock options in the merger. Following the merger, Stevermer directly owns 7,000 shares of Class A Common Stock of Milastar and indirectly owns, through Easton, an entity he controls, 2,716,264 shares of Class A Common Stock. Stevermer thus beneficially owns 100% of the issued and outstanding common stock of Milastar following the merger.



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.

Dated: August 1, 2007

Easton Southpaw Incorporated

By: /s/ Dennis J. Stevermer

Dennis J. Stevermer, President

Dated: August 1, 2007

/s/ Dennis J. Stevermer

Dennis J. Stevermer






Dates Referenced Herein   and   Documents Incorporated By Reference

This SC 13D/A Filing   Date   Other Filings
2/6/06SC 13D, SC 13D/A
7/30/0715-12G, 4, SC 13E3/A
Filed On / Filed As Of8/1/074
 
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Filing Submission 0001350853-07-000001   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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