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EXHIBIT 3
CUSIP No. 000000000 SCHEDULE 13D
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SECOND AMENDMENT
Item 1. Security and Issuer.
This Amendment No. 2 relates to the common stock, $.10 par value per
share (the "Common Stock"), of American Vanguard Corporation, a Delaware
corporation (the "Company"), whose principal executive offices are located at
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000. An original
Schedule 13D was filed by Xxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxx on November 4,
1983 (the "1983 Filing"). An Amendment No. 1 to the 1983 Filing was filed
November 19, 1984 (the "1984 Filing").
Item 2. Identity and Background.
Two persons are jointly filing this statement: Xxxxxxx X. Xxxxx and
Xxxxx X. Xxxxxxxxx (sometimes referred to herein as the "Reporting Persons").
Reference is made to the discussion set forth under Item 2 of the 1983 filing,
which information is incorporated herein by this reference.
Item 3. Source and Amount of Funds or Other Consideration.
Certain information with respect to the shares previously owned by the
Reporting Persons, is set forth in Item 3 of the 1983 filing and Item 3 of the
1984 filing, which information is incorporated herein by this reference.
On May 10, 1985 the Reporting Persons acquired 55,449 shares of the
Common Stock of the Company. These shares were acquired pursuant to a three-year
promissory notes delivered to each selling stockholder providing for semi-annual
payments of interest; such payments are secured by a pledge of the shares of
Common Stock so acquired. No down payment was required by the Stock Purchase
Agreements, and no decision has been made by the Reporting Persons as to the
method of obtaining funds necessary to make the installment payments called for
under the promissory note.
The above-referenced purchase is evidenced by a Stock Purchase Agreement
identical in form to that attached as Exhibit 1 to the 1983 filing. That Exhibit
1 to the 1983 filing is hereby incorporated herein by this reference.
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CUSIP No. 000000000 SCHEDULE 13D
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Item 4. Purpose of Transaction.
At the time of the acquisition of shares of the Common Stock by the
Reporting Persons described in the 1983 filing, the 1984 filing, and in the
previous Item 3, there were and are no plans or proposals by or between the
Reporting Persons which would relate to or result in matters described in
clauses (b) through (j) of Item 4 of Schedule 13D.
The Reporting Persons are both directors and executive officers of the
Company.
The Reporting Persons do not intend to materially change the Company's
management, present capitalization or dividend policy, the charter documents or
the Company's business or corporate structure.
The purpose of the purchase by the Reporting Persons of the Common Stock
of the Company is to obtain control of the Company.
Item 5. Interest of Securities of the Issuer.
The following information is furnished with respect to the Common Stock
of the Company beneficially owned by each of the Reporting Persons:
Percentage of
Total Number Outstanding Number of Number of Number of Number of
of Shares Shares Shares Sole Shares Shared Shares Sole Shares Shared
Beneficially Beneficially Power to Power to Power of Power of
Name Owned Owned Vote Vote Disposition Disposition
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Xxxxxxx X. Xxxxx 923,913(1) 52.94% 121,909 802,004 121,909 802,004
Xxxxx X. Xxxxxxxxx 1,118,525(1) 64.09% 316,521 802,004 316,521 802,004
With the exception of the transaction referred to in this Schedule 13D,
neither of the Reporting Persons has effected a trade in the Company's Common
Stock within the 60 days prior to May 10, 1985.
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(1) These figures include 802,004 shares of the Company which were acquired
jointly by the Reporting Persons on two separate occasions. The first
purchase occurred on November 8, 1984 and the second on May 10, 1985 (see
descriptions of these acquisitions in Items 3 and 4 of this Schedule 13D and
Items 3 and 4 of the 1984 filing). In each instance, the purchase was made
pursuant to a joint venture agreement between Messrs. Kraft and Wintemute.
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CUSIP No. 000000000 SCHEDULE 13D
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
the Securities of the Issuer.
Messrs. Kraft and Wintemute have agreed to share all expenses associated
with acquiring shares of Common Stock of the Company. There are no other
contracts, arrangements, understandings, or relationships (legal or otherwise)
between the Reporting Persons or between such persons and any other person with
respect to any securities of the Company.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, the undersigned each certify that the information set forth in
this Amendment No. 2 with respect to such signatory is true, complete and
correct.
Name Date of Execution
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/s/ XXXXX X. XXXXXXXXX May 17, 1985
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Xxxxx X. Xxxxxxxxx
/s/ XXXXXXX X. XXXXX May 17, 1985
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Xxxxxxx X. Xxxxx
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