UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
KEWAUNEE
SCIENTIFIC CORPORATION
(Name of Issuer)
Common Stock, $2.50 par value per share
(Title of Class of Securities)
492854104
(CUSIP Number)
David S. Rhind
1450 N. Dearborn Street, Apt. 1A
Chicago, IL 60610
With
copy to:
J. Craig Walker
K&L Gates LLP
70
West Madison Street, Suite 3300
Chicago, Illinois 60602-4207
(312) 807-4321
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 28, 2017
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
*
|
The remainder of this cover page shall be filled out for a reporting persons 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, as amended (the
Exchange Act
) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to
all other provisions of the Exchange Act (however, see the Notes).
i.
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Estate of Laura Campbell Rhind
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐
(b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
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 of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
None
.
|
|
8.
|
|
Shared Voting Power
None
.
|
|
9.
|
|
Sole Dispositive Power
None
.
|
|
10.
|
|
Shared Dispositive Power
None
.
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
None
.
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0.00%
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
ii.
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
David S. Rhind
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐
(b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
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 of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
16,000
|
|
8.
|
|
Shared Voting Power
117,392*
|
|
9.
|
|
Sole Dispositive Power
16,000
|
|
10.
|
|
Shared Dispositive Power
117,392*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
133,392*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☒
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
4.90%
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
*
|
Includes 106,480 shares which are held in trusts of which the reporting person is a co-trustee and a beneficiary, and 10,912 shares held in trusts of which the reporting person is a co-trustee but not a beneficiary. The
reporting person disclaims beneficial ownership of all of the shares held in trusts of which the reporting person is a co-trustee but not a beneficiary, and this Amendment shall not be construed as an admission that the reporting person is, for any
or all purposes, the beneficial owner of such shares.
|
Item 1.
|
Security and Issuer
|
The class of equity securities to which this Amendment No. 1
(this
Amendment
) to the statement on Schedule 13D filed on June 11, 2015 (the
Original 13D
) relates is the common stock, $2.50 par value per share (the
Common Stock
), of Kewaunee
Scientific Corporation, a Delaware corporation (the
Issuer
). The principal executive offices of the Issuer are located at 2700 W. Front Street, Statesville, North Carolina 28677.
Item 2.
|
Identity and Background
|
(a) This Amendment is being filed by:
(i) Estate of Laura Campbell Rhind
(ii) David S. Rhind
(b) The address for each of the reporting persons is: 1450 N. Dearborn Street, Apt. 1A, Chicago, IL 60610.
(c) David S. Rhind was identified as a reporting person in the Original 13D because he is the executor of the Estate of Laura Campbell Rhind
(the
Estate
). Mr. Rhind is an attorney, and his address is 1450 N. Dearborn Street, Apt. 1A, Chicago, IL 60610.
(d) During the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, none of the reporting persons has 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, U.S. federal or state
securities laws or finding any violation with respect to such laws.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
(i) The shares reported in the
Original 13D as held by the Estate have been distributed in accordance with the will of Laura Campbell Rhind.
(ii) David S. Rhind (son of
Laura Campbell Rhind) may be deemed to have acquired beneficial ownership of 101,024 of the shares previously held by the Estate as a result of the distribution of those shares to trusts of which he is a
co-trustee
and a beneficiary. No funds were expended in connection with acquiring beneficial ownership of the Issuers Common Stock held by such trusts or any of the other shares reported as beneficially
owned on this Amendment by Mr. Rhind.
Item 4.
|
Purpose of Transaction
|
(a)-(j) The Estate, of which David S. Rhind is executor, as a
result of the distributions described in Item 3, no longer owns any of the outstanding securities of the Issuer, and Mr. Rhind may be deemed to beneficially own approximately 4.90% of such securities. Other than as may be described herein, the
reporting persons have no plans, in their capacity as an individual investor, which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of the securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) 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; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure; (g) changes in the Issuers charter,
by-laws
or instruments
corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) 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; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Item 5.
|
Interest in Securities of the Issuer
|
(a) As of the date of the execution of this
Amendment:
(i) The aggregate number of securities identified pursuant to Item 1 which are deemed beneficially owned by the Estate is
zero.
(ii) The aggregate number of securities identified pursuant to Item 1 which may be deemed beneficially owned by David S. Rhind
is 133,392, representing 4.90% of the shares of the Issuers Common Stock outstanding on December 11, 2017 (calculated in accordance with Rule
13d-3),
which amount includes 16,000 shares directly
held by Mr. Rhind, 106,480 shares held in trusts of which the reporting person is a
co-trustee
and a beneficiary, and 10,912 shares held in trusts of which the reporting person is a
co-trustee
but not a beneficiary. The reporting person disclaims beneficial ownership of all of the shares held in trusts of which the reporting person is a
co-trustee
but not
a beneficiary, and this Amendment shall not be construed as an admission that the reporting person is, for any or all purposes, the beneficial owner of such shares.
(b) As of the date of the execution of this Amendment:
(i) The number of shares as to which the Estate has sole or shared power to vote or to direct the vote or to dispose or direct the
disposition, is zero.
(ii) The number of shares as to which David S. Rhind has sole power to vote or to direct the vote is 16,000; the
number of shares as to which David S. Rhind has shared power to vote or to direct the vote is 117,392; the number of shares as to which David S. Rhind has sole power to dispose or to direct the disposition is 16,000; the number of shares as to which
David S. Rhind has shared power to dispose or to direct the disposition is 117,392. The numbers of shares described in this Item 5(b)(ii) include 10,912 shares held in trusts of which the reporting person is a
co-trustee
but not a beneficiary. The reporting person disclaims beneficial ownership of all of the shares held in trusts of which the reporting person is a
co-trustee
but not a beneficiary, and this Amendment shall not be construed as an admission that the reporting person is, for any or all purposes, the beneficial owner of such shares.
(c) Other than as reported in this Amendment, none of the reporting persons have engaged in any transactions in Common Stock of
the Issuer 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, such securities.
(e) Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6.
David S. Rhind is the son of Laura Campbell Rhind and is a member of the board of directors of the Issuer.
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit 1: Joint Filing Agreement
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true,
complete and correct.
|
ESTATE OF LAURA CAMPBELL RHIND
|
|
/s/ David S. Rhind
|
David S. Rhind, Executor
|
Dated: December 29, 2017
|
|
|
/s/ David S. Rhind
|
David S. Rhind
|
Dated: December 29, 2017
|
Exhibit Index
|
|
|
|
|
Exhibit 1
|
|
Joint Filing Agreement
|
Kewaunee Scientific (NASDAQ:KEQU)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Kewaunee Scientific (NASDAQ:KEQU)
Historical Stock Chart
Von Jul 2023 bis Jul 2024