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EXHIBIT 2
CUSIP No. 000000000 SCHEDULE 13D
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FIRST AMENDMENT
Item 1. Security and Issuer.
This Amendment No. 1 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. The original
Schedule 13D, which is being amended hereby, was filed with the Securities and
Exchange Commission by Xxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxx on November 4,
1983 (the "November, 1983 Filing"). This Amendment was necessitated by the
transactions described in the second paragraph of Item 4 below.
Item 2. Identity and Background.
Two persons are jointly filing this Amendment No. 1: Xxxxxxx X. Xxxxx
and Xxxxx X. Xxxxxxxxx (sometimes referred to herein as the "Reporting
Persons"). Reference is made to the background information of the Reporting
Persons set forth under Item 2 of the November, 1983 Filing which information is
incorporated herein by this reference.
Item 3. Source and Amount of Funds or Other Consideration.
In addition to the 746,555 shares of Common Stock acquired on November
8, 1984 (see Item 4 below for description of this transaction), certain
information with respect to shares previously owned by the Reporting Persons, is
set forth in Item 3 of the November, 1983 Filing which information is
incorporated herein by this reference.
The 746,555 shares described in Item 4 were acquired pursuant to 3-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 notes.
Item 4. Purpose of Transaction.
At the time of the acquisition of shares of the Common Stock by the
Reporting Persons described in the November, 1983 Filing and in the next
paragraph, 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.
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CUSIP No. 000000000 SCHEDULE 13D
The Reporting Persons are both directors and executive officers of the
Company. On November 8, 1984, the Reporting Persons acquired 746,555 shares of
the Common Stock from 31 stockholders. Attached as Exhibit 1 hereto is a copy of
the form of Stock Purchase Agreement (together with the promissory note and
pledge agreement) used in each of the 31 purchase and sale transactions.
Attached as Exhibit 2 is a list of the names of each of the stockholders from
whom the shares of the Common Stock were acquired, the number of shares acquired
from each and the price per share paid to such selling stockholders by the
Reporting Persons.
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.
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 868,464(1) 49.76% 121,909 746,555 121,909 746,555
Xxxxx X. Xxxxxxxxx 1,125,621(1) 64.50% 379,066 746,555 379,066 746,555
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Totals 1,931,540 110.68% 500,975 746,555 500,975 746,555
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With the exception of the transaction referred to in Footnote (2) to the
foregoing table, neither of the Reporting Persons has effected a trade in the
Company's Common Stock within the sixty days prior to November 8, 1984.
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(1) Includes 746,555 shares, acquired jointly by the Reporting Persons on
November 8, 1984. See description of this acquisition contained in Item 4
hereof
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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.
Form of Stock Purchase Agreement Exhibit 1
Selling Stockholder Information Exhibit 2
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. 1 with respect to such signatory is true, complete and
correct.
Name Date of Execution
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/s/ XXXXX X. XXXXXXXXX November 16, 1984
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Xxxxx X. Xxxxxxxxx
/s/ XXXXXXX X. XXXXX November 16, 1984
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Xxxxxxx X. Xxxxx
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