SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Huttig Building Products, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
448451 10 4
(CUSIP Number)
Toby S. Myerson, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3033
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 20, 2001
(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) or 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).
2
CUSIP No. 448451 10 4
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1. Name of Reporting Person:
I.R.S. Identification No. of Above Person:
The Rugby Group Limited (formerly known as The Rugby Group PLC)
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2. Check the Appropriate Box if a Member of a Group:
(a) [X]
(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: England and Wales
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7. Sole Voting Power: 0
Number of Shares
Beneficially Owned By ------------------------------------------------
Each 8. Shared Voting Power: 5,755,940 (1)
Reporting
Person ------------------------------------------------
With 9. Sole Dispositive Power: 0
------------------------------------------------
10. Shared Dispositive Power: 5,755,940 (1)
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11. Aggregate Amount Beneficially Owned by the Reporting Person:
5,755,940 (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): 28.9% (1)
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14. Type of Reporting Person: CO
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------------------------
1 Reflects beneficial ownership after the closing of the sale, expected to be
on or about August 28, 2001, by Rugby to the Issuer of 790,484 shares of
Common Stock pursuant to a letter agreement, dated August 20, 2001, between
Rugby and the Issuer. The closing of the sale is subject only to payment of
the purchase price for such shares and the delivery of such shares at such
closing. See Item 5 herein.
3
CUSIP No. 448451 10 4
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1. Name of Reporting Person:
I.R.S. Identification No. of Above Person:
RMC Group p.l.c.
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2. Check the Appropriate Box if a Member of a Group:
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds: Not applicable.
--------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
[_]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization: England and Wales
--------------------------------------------------------------------------------
7. Sole Voting Power: 0
Number of
Shares ------------------------------------------------
Beneficially 8. Shared Voting Power: 5,755,940 (1)
Owned by
Each ------------------------------------------------
Reporting 9. Sole Dispositive Power: 0
Person
------------------------------------------------
10. Shared Dispositive Power: 5,755,940 (1)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by the Reporting Person:
5,755,940 (1)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 28.9% (1)
--------------------------------------------------------------------------------
14. Type of Reporting Person: HC
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------------------------
1 Reflects beneficial ownership after the closing of the sale, expected to be
on or about August 28, 2001, by Rugby to the Issuer of 790,484 shares of
Common Stock pursuant to a letter agreement, dated August 20, 2001, between
Rugby and the Issuer. The closing of the sale is subject only to payment of
the purchase price for such shares and the delivery of such shares at such
closing. See Item 5 herein.
4
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 ("Amendment No. 2") to Schedule 13D is filed by
the undersigned to amend and supplement the Schedule 13D, dated December 22,
1999, filed by The Rugby Group PLC (now known as The Rugby Group Limited), a
limited company registered in England and Wales under company number 206971
("Rugby") and the Schedule 13D, dated December 22, 1999, filed by RMC Group
p.l.c., a public limited company organized under the laws of England and Wales
with registered number 249776 ("RMC"), as amended and restated by Amendment No.
1 to the Schedule 13D filed by Rugby and RMC (together, the "Reporting Persons")
on April 26, 2000 ("Amendment No. 1") relating to the Common Stock, par value
$.01 per share (the "Common Stock") of Huttig Building Products, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 14500 South Outer Forty Road, Suite 400, Chesterfield, MO
63017.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety:
(a) This statement is being filed pursuant to Rule 13d of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, by Rugby and by RMC (each, a "Reporting Person" and, together, the
"Reporting Persons"). As described in Item 4 of Amendment No. 1, as a result of
the acquisition of Rugby by RMC, Rugby became a wholly-owned subsidiary of RMC.
Rugby then changed its name from The Rugby Group PLC to The Rugby Group Limited,
as Rugby is no longer a public limited company.
(b) The business address of Rugby is RMC House, Coldharbour Lane,
Thorpe, Egham, Surrey, TW20 8TD United Kingdom. The business address of RMC is
RMC House, Coldharbour Lane, Thorpe, Egham, Surrey, TW20 8TD United Kingdom.
The name, business address, present principal occupation and
citizenship of each director and executive officer of Rugby are as follows:
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
---- ---------------- ---------------------------- -----------
Graham Edward Clark RMC Group p.l.c., Director British
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
Stephen John Eastwood The Rugby Group Limited Director British
Crown House
Rugby
Warwickshire
CV21 2DT
United Kingdom
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NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
---- ---------------- ---------------------------- -----------
James Arthur Brooks RMC Group p.l.c., Director British
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
John Anthony Robinson RMC Group p.l.c., Director British
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
Michael Leslie Collins RMC Group p.l.c., Company Secretary British
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
The name, business address, present principal occupation and
citizenship of each director and executive officer of RMC are as follows:
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
---- ---------------- ---------------------------- -----------
Christopher Hampson RMC Group p.l.c., Chairman (Non-executive) British
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
Stuart Richmond Walker RMC Group p.l.c., Group Chief Executive British
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
Robert Ernest Lambourne RMC Group p.l.c., Finance Director British
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
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NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
---- ---------------- ---------------------------- -----------
Michael David Hampson RMC Group p.l.c., Chartered Secretary British
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
Frank James Standish RMC Group p.l.c., Chartered Secretary Irish
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
Jurgen Himstedt Readymix AG Director German
Readymix-Haus,
Daniel-Goldbach-Strasse 25, D-40
880
Ratingen, Germany
Alan Sidney James Durant RMC Industries Director British
Corporation,
One Decatur Town Centre, 15 Ponce
de Leon Ave.,
Ste. 450,
Decatur, Georgia 30030
Gerard Letourneau RMC Euro SAS, Director French
2 Rue du Verseau,
Silic 423, 94583 Rungis, Cedex,
France
Michael George Foster RMC Group p.l.c., Director British
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
Sir David Neil Macfarlane RMC Group p.l.c., Director (Non-Executive) British
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
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NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
---- ---------------- ---------------------------- -----------
William John Alexander RMC Group p.l.c., Director (Non-Executive) British
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
Francis Alastair Lavie Robinson RMC Group p.l.c., Director (Non-Executive) British
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
Karlheinz Rosener RMC Group p.l.c., Director (Non-Executive) German
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
Sir James Keith Stuart RMC Group p.l.c., Director (Non-Executive) British
RMC House
Coldharbour Lane
Thorpe, Egham, Surrey TW20 8TD
United Kingdom
(c) The principal business of Rugby is the cement and lime
business. RMC is in the business of producing ready-mixed concrete and, in
addition, has major positions in the production of aggregates, concrete products
and cement.
(d) Neither the Reporting Persons nor the executive officers or
directors of either the Reporting Persons have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither the Reporting Persons nor the executive officers or
directors of either the Reporting Persons have, during the last five years, been
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 citizenship of all the natural persons identified in this
Item 2 has been described above in subsection (b) of this Item 2.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Unchanged.
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ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by the addition of the
following:
This Amendment No. 2 is being filed as a result of a letter agreement
dated August 20, 2001 (the "Letter Agreement") between the Issuer and Rugby,
pursuant to which Rugby agreed to sell 790,484 shares of Common Stock (the
"Shares") to the Issuer as part of the Issuer's stock repurchase program ("Stock
Repurchase Program"), at a price of $5.99 per share, which was the closing price
of the Issuer's Common Stock on the New York Stock Exchange on that date. The
aggregate consideration for the Shares to be paid to Rugby by the Issuer
represents Rugby's PRO RATA portion of the aggregate dollar amount of the Stock
Repurchase Program, all as more fully described in Item 6 below. The closing of
the transaction contemplated by the Letter Agreement (the "Closing") is expected
to occur on or about August 28, 2001, and is subject only to payment of the
purchase price for the Shares and delivery of the Shares at the Closing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety:
(a) As of the Closing, Rugby may be deemed to beneficially own
5,755,940 shares of the Stock, which based on calculations made in accordance
with Rule 13d-3 promulgated under the Exchange Act and, to the best of the
Reporting Persons' knowledge, there being 19,947,891 (2) shares of Common Stock
outstanding at such time, represents 28.9% of the issued and outstanding shares
of the Common Stock of the Issuer. As of the Closing, RMC may be deemed to
beneficially own 5,755,940 shares of the Stock, which based on calculations made
in accordance with Rule 13d-3 promulgated under the Exchange Act and there being
19,947,891 (2) shares of Common Stock outstanding at such time, represents 28.9%
of the issued and outstanding shares of the Common Stock of the Issuer. None of
the executive officers and directors of either of the Reporting Persons
beneficially owns any Common Stock.
(b) As of the Closing, Rugby may be deemed to beneficially own
5,755,940 shares of Common Stock with shared voting power and may be deemed to
beneficially own 5,755,940 shares of Common Stock with shared dispositive power.
As of the Closing, RMC may be deemed to beneficially own 5,755,940 shares of
Common Stock with shared voting power and may be deemed to beneficially own
5,755,940 shares of Common Stock with shared dispositive power. By virtue of
RMC's 100% ownership of Rugby, Rugby and RMC may be deemed to share voting and
dispositive power over the Common Stock.
------------------------
2 Reflects the number of shares of Common Stock outstanding as of June 30,
2001, as reported by the Issuer in its Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001, less the Shares to be repurchased by the
Issuer from Rugby.
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(c) Except as described in this Amendment No. 2, neither of the
Reporting Persons has effected any transaction in shares of the Common Stock
during the past 60 days.
(d) No person other than the Reporting Persons 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 Common Stock.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On August 20, 2001, the Issuer's Board of Directors (the "Board")
authorized the Stock Repurchase Program pursuant to which the Issuer is
authorized to purchase up to an aggregate of $15 million of currently issued and
outstanding Common Stock. On August 20, 2001, pursuant to the Letter Agreement
between the Issuer and Rugby, Rugby agreed to sell the Shares to the Issuer as
part of the Issuer's Stock Repurchase Program at a price of $5.99 per share,
which was the closing price of the Issuer's Common Stock on the New York Stock
Exchange on that date. The aggregate consideration for the Shares to be paid to
Rugby by the Issuer represents Rugby's PRO RATA portion of the aggregate dollar
amount of the Stock Repurchase Program. The Closing is expected to occur on or
about August 28, 2001, and is subject only to payment of the purchase price for
the Shares and delivery of the Shares at the Closing.
As previously described in Amendment No. 1, pursuant to the
Registration Rights Agreement, dated December 16, 1999, between Rugby and the
Issuer (the "Registration Rights Agreement"), Rugby is entitled to designate for
nomination to the Board three directors, two directors and one director so long
as Rugby and its affiliates hold in the aggregate 30%, 20% and 10%,
respectively, of the then outstanding Common Stock. Pursuant to the Letter
Agreement, Rugby and the Issuer agreed that, if solely as a result of the sale
of the Shares, shares of Common Stock beneficially owned by Rugby and its
affiliates in the aggregate at any time would constitute less than 30% of the
Issuer's outstanding stock (such new ownership percentage, as it may increase
from time to time as a result of the Issuer's repurchase of Common Stock
pursuant to the Stock Repurchase Program, the "New Percentage"), the
Registration Rights Agreement would be deemed to be amended so that Rugby would
maintain its right to designate for nomination three directors to be elected to
the Board, so long as the Common Stock held by Rugby and its affiliates in the
aggregate constitutes at least the New Percentage of the then outstanding Common
Stock.
The foregoing summary of the Letter Agreement is not intended to be
complete and is qualified in its entirety by reference to Exhibit 1 which is
attached hereto and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 -- Letter Agreement between The Rugby Group Limited and the
Issuer, dated August 20, 2001.
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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 23, 2001
THE RUGBY GROUP LIMITED
By: /s/ Michael Collins
---------------------------------------
Name: Michael Collins
Title: Secretary
RMC GROUP P.L.C.
By: /s/ Frank Standish
---------------------------------------
Name: Frank Standish
Title: Assistant Secretary