Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 14
Under the Securities Exchange Act of 1934
Superconductor Technologies, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities
867931107
(CUSIP Number)
H. Vaughan Blaxter, III
1900 Grant Building
Pittsburgh, Pennsylvania 15219
(412) 281-2620
(Name, address and telephone number of person
authorized to receive notices and communications)
November 5, 2003
(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. [ ]
*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 the disclosures provided in a prior cover page.
The information required in the reminder 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)
CUSIP NO. 86931107
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
C. G. Grefenstette, Trustee for Various Trusts
2. Check the Appropriate Box if Member of a Group (a) [ X } (b) [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
8. Shared Voting Power
4,355,265
9. Sole Dispositive Power
10. Shared Dispositive Power
4,355,265
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,355,265
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
6.71%
14. Type of Reporting Person
IN
CUSIP NO. 86931107
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
L. M. Wagner Trustee for Various Trusts
2. Check the Appropriate Box if Member of a Group (a) [ X } (b) [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
8. Shared Voting Power
257,896
9. Sole Dispositive Power
10. Shared Dispositive Power
257,896
11. Aggregate Amount Beneficially Owned by Each Reporting Person
257,896
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
.40%
14. Type of Reporting Person
IN
CUSIP NO. 86931107
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement
Of Trust Dated 12/30/76 for the Children of Juliet Lea Hillman
Simonds I.D. #25-6193084
2. Check the Appropriate Box if Member of a Group (a) [ X } (b) [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
64,474
8. Shared Voting Power
9. Sole Dispositive Power
64,474
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
64,474
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
.10%
14. Type of Reporting Person
OO
CUSIP NO. 86931107
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement
Of Trust Dated 12/30/76 for the Children of Audrey Hillman
Fisher I.D. #25-6193085
2. Check the Appropriate Box if Member of a Group (a) [ X } &# xA0; (b) [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
64,474
8. Shared Voting Power
9. Sole Dispositive Power
64,474
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
64,474
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
.10%
14. Type of Reporting Person
OO
CUSIP NO. 86931107
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement
Of Trust Dated 12/30/76 for the Children of Henry Lea
Hillman, Jr. I.D. #25-6193086
2. Check the Appropriate Box if Member of a Group (a) [ X } (b) [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
64,474
8. Shared Voting Power
9. Sole Dispositive Power
64,474
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
64,474
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
.10%
14. Type of Reporting Person
OO
CUSIP NO. 86931107
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement
Of Trust Dated 12/30/76 for the Children of William Talbott
Hillman I.D. #25-6193087
2. Check the Appropriate Box if Member of a Group (a) [ X } (b) [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
64,474
8. Shared Voting Power
9. Sole Dispositive Power
64,474
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
64,474
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
.10%
14. Type of Reporting Person
OO
CUSIP NO. 86931107
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Henry L. Hillman
2. Check the Appropriate Box if Member of a Group (a) [ X } (b) [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
8. Shared Voting Power
4,097,369
9. Sole Dispositive Power
10. Shared Dispositive Power
4,097,369
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,097,369
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
6.31%
14. Type of Reporting Person
IN
CUSIP NO. 86931107
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Elsie Hilliard Hillman
2. Check the Appropriate Box if Member of a Group (a) [ X } (b) [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
8. Shared Voting Power
4,097,369
9. Sole Dispositive Power
10. Shared Dispositive Power
4,097,369
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,097,369
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
6.31%
14. Type of Reporting Person
IN
CUSIP NO. 86931107
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Henry L. Hillman, Elsie Hilliard Hillman & C. G. Grefenstette
Trustees of the Henry L. Hillman Trust U/A dated
November 18, 1985 I.D. #18-2145466
2. Check the Appropriate Box if Member of a Group (a) [ X } (b) [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
1,312,500
8. Shared Voting Power
2,784,869
9. Sole Dispositive Power
1,312,500
10. Shared Dispositive Power
2,784,869
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,097,369
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
6.31%
14. Type of Reporting Person
OO
CUSIP NO. 86931107
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
The Hillman Company I.D. #25-1011286
2. Check the Appropriate Box if Member of a Group (a) [ X } (b) [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
8. Shared Voting Power
2,784,869
9. Sole Dispositive Power
10. Shared Dispositive Power
2,784,869
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,784,869
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
4.29%
14. Type of Reporting Person
CO
CUSIP NO. 86931107
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Wilmington Investments, Inc. I.D. #51-0344688
2. Check the Appropriate Box if Member of a Group (a) [ X } (b) [ ]
3. SEC Use Only
4. Source of Funds
OO
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
8. Shared Voting Power
2,784,869
9. Sole Dispositive Power
10. Shared Dispositive Power
2,784,869
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,784,869
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
4.29%
14. Type of Reporting Person
CO
CUSIP NO. 86931107
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Wilmington Equities, Inc. I.D. #51-0411204
2. Check the Appropriate Box if Member of a Group (a) [ X } (b) [ ]
3. SEC Use Only
4. Source of Funds
OO
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
8. Shared Voting Power
2,784,869
9. Sole Dispositive Power
10. Shared Dispositive Power
2,784,869
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,784,869
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
4.29%
14. Type of Reporting Person
CO
CUSIP NO. 86931107
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Wilmington Securities, Inc. I.D. #51-0114700
2. Check the Appropriate Box if Member of a Group (a) [ X } (b) [ ]
3. SEC Use Only
4. Source of Funds
OO
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
2,784,869
8. Shared Voting Power
9. Sole Dispositive Power
2,784,869
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,784,869
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
4.29%
14. Type of Reporting Person
CO
SCHEDULE 13D
Amendment No. 13
This statement (“Statement”) constitutes Amendment No. 13 to Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) in connection with the event date of November 5, 2003 ( the “Filing”).
Item 1. Security and Issuer
This Statement relates to the Common Stock, $0.001 par value, of Superconductor Technologies, Inc. a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 460 Ward Drive, Suite F, Santa Barbara, California 93111-2310. The Common Stock is quoted on the Nasdaq National Market under the symbol “SCON”.
Item 2. Identity and Background
(a) name of persons filing (individually, the “Registrant” and collectively, the “Registrants”):
Wilmington Securities, Inc. (“Wilmington”), a wholly-owned
subsidiary of Wilmington Equities, Inc.
Wilmington Equities, Inc., a wholly-owned subsidiary of
Wilmington Investments, Inc.
Wilmington Investments, Inc., a wholly-owned subsidiary of
The Hillman Company.
The Hillman Company, a corporation controlled by Henry L.
Hillman, Elsie Hilliard Hillman and C. G. Grefenstette,
as Trustees of the Henry L. Hillman Trust U/A dated
November 18, 1985.
Henry L. Hillman, Elsie Hilliard Hillman and C. G.
Grefenstette, Trustees of the Henry L. Hillman Trust U/A
Dated November 18, 1985 (the “Henry L. Hillman Trust”)
C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement
of Trust dated 12/30/76 for the Children of Juliet Lea
Hillman Simonds (the “JLHS 1976 Trust”)
C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement
of Trust dated 12/30/76 for the Children of Audrey Hillman
Fisher (the “AHF 1976 Trust”)
C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement
of Trust dated 12/30/76 for the Children of Henry Lea
Hillman, Jr. (the “HLH Jr. 1976 Trust”)
C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement
of Trust dated 12/30/76 for the Children of William Talbott
Hillman (the “WTH 1976 Trust”)
C. G. Grefenstette
Lawrence M. Wagner
Henry L. Hillman
Elsie Hilliard Hillman
The name, position, business address and citizenship of each director and
executive officer of the entities listed above, each controlling person of such
entities and each director and executive officer of any person or corporation in
control of said entities, is attached hereto as Exhibit 1.
(b) Business Address
The addresses of the Registrants are as follows:
The Hillman Company, the Henry L. Hillman Trust, the
JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976
Trust and the WTH 1976 Trust are each located at:
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Wilmington, Wilmington Equities, Inc. and
Wilmington Investments, Inc. are each located at:
824 Market Street, Suite 900
Wilmington, Delaware 19801
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Lawrence M. Wagner
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Henry L. Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie Hilliard Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
(c) Principal occupation or employment
The principal occupations of the corporations, listed in response to Item 2(a) are:
diversified investments and operations.
The principal occupation of the Henry L. Hillman Trust is: diversified
investments and operations.
The principal occupation of the JLHS 1976 Trust is: diversified investments and
operations.
The principal occupation of the AHF 1976 Trust is: diversified investments and
operations.
The principal occupation of the HLH Jr. 1976 Trust is: diversified investments
and operations.
The principal occupation of the WTH 1976 Trust is: diversified investments and
operations.
C. G. Grefenstette
See Exhibit 1
& #xA0; Lawrence M. Wagner
See Exhibit 1
Henry L. Hillman
See Exhibit 1
Elsie Hilliard Hillman
See Exhibit 1
(d) Criminal convictions
None of the persons named in Item 2(a)(including Exhibit 1) have been convicted in a
criminal proceeding in the last five years.
(e) Civil proceedings
None of the persons listed in response to Item 2(a)(including Exhibit 1) have in
the last five years been subject to a judgment, decree or final order as described in
Item 2, subsection (e) of Schedule 13D.
(f) Citizenship
Wilmington, Wilmington Equities, Inc. and Wilmington Investments, Inc.
are Delaware corporations.
The Hillman Company is a Pennsylvania corporation.
The Henry L. Hillman Trust, the JLHS 1976 Trust, the AHF
1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976
Trust are Pennsylvania trusts.
C. G. Grefenstette, Lawrence M. Wagner, Henry L. Hillman and Elise Hilliard
Hillman are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
None.
Item 4. Purpose of Transaction
On November 5, 2003, Wilmington sold 204,650 shares of Common Stock
of the Issuer in the open market for an average price of $5.46 per share.
On November 5, 2003 the Henry L. Hillman Trust sold 45,350 shares
of Common Stock of the Issuer in the open market for an average
price of $5.46 per share.
On November 7, 2003, Wilmington sold 106,418 shares of Common Stock
of the Issuer in the open market for an average price of $5.61 per share.
On November 7, 2003 the Henry L. Hillman Trust sold 23,582 shares
of Common Stock of the Issuer in the open market for an average
price of $5.61 per share.
On November 12, 2003, Wilmington sold 98,232 shares of Common Stock
of the Issuer in the open market for an average price of $5.29 per share.
On November 12, 2003 the Henry L. Hillman Trust sold 21,768 shares
of Common Stock of the Issuer in the open market for an average
price of $5.29 per share.
On November 13, 2003 Wilmington sold 1,188,750 shares of Common Stock
of the Issuer in the open market for an average price of $5.26 per share.
On November 13, 2003 the Henry L. Hillman Trust sold 197,250 shares
of Common Stock of the Issuer in the open market for an average
price of $5.26 per share.
On November 13, 2003 the JLHS 1976 Trust sold 28,500 shares
of Common Stock of the Issuer in the open market for an average
price of $5.26 per share.
On November 13, 2003 the AHF 1976 Trust sold 28,500 shares
of Common Stock of the Issuer in the open market for an average
price of $5.26 per share.
On November 13, 2003 the HLH Jr. 1976 Trust sold 28,500 shares
of Common Stock of the Issuer in the open market for an average
price of $5.26 per share.
On November 13, 2003 the WTH 1976 Trust sold 28,500 shares
of Common Stock of the Issuer in the open market for an average
price of $5.25 per share.
On November 14, 2003 Wilmington sold 836,574 shares of Common Stock
of the Issuer in the open market for an average price of $6.01 per share.
On November 14, 2003 the Henry L. Hillman Trust sold 40,690 shares
of Common Stock of the Issuer in the open market for an average
price of $6.01 per share.
On November 14, 2003 the JLHS 1976 Trust sold 30,684 shares
of Common Stock of the Issuer in the open market for an average
price of $6.01 per share.
On November 14, 2003 the AHF 1976 Trust sold 30,684 shares
of Common Stock of the Issuer in the open market for an average
price of $6.01 per share.
On November 14, 2003 the HLH Jr. 1976 Trust sold 30,684 shares
of Common Stock of the Issuer in the open market for an average
price of $6.01 per share.
On November 14, 2003 the WTH 1976 Trust sold 30,684 shares
of Common Stock of the Issuer in the open market for an average
price of $6.01 per share.
On November 17, 2003 Wilmington sold 673,800 shares of Common Stock
of the Issuer in the open market for an average price of $6.04 per share.
On November 17, 2003 the JLHS 1976 Trust sold 40,700 shares
of Common Stock of the Issuer in the open market for an average
price of $6.04 per share.
On November 17, 2003 the AHF 1976 Trust sold 40,700 shares
of Common Stock of the Issuer in the open market for an average
price of $6.04 per share.
On November 17, 2003 the HLH Jr. 1976 Trust sold 40,700 shares
of Common Stock of the Issuer in the open market for an average
price of $6.04 per share.
On November 17, 2003 the WTH 1976 Trust sold 40,700 shares
of Common Stock of the Issuer in the open market for an average
price of $6.04 per share.
On November 18, 2003 Wilmington sold 631,774 shares of Common Stock
of the Issuer in the open market for an average price of $6.03 per share.
On November 18, 2003 the JLHS 1976 Trust sold 21,563 shares
of Common Stock of the Issuer in the open market for an average
price of $6.03 per share.
On November 18, 2003 the AHF 1976 Trust sold 21,563 shares
of Common Stock of the Issuer in the open market for an average
price of $6.03 per share.
On November 18, 2003 the HLH Jr. 1976 Trust sold 21,563 shares
of Common Stock of the Issuer in the open market for an average
price of $6.03 per share.
On November 18, 2003 the WTH 1976 Trust sold 21,563 shares
of Common Stock of the Issuer in the open market for an average
price of $6.03 per share.
On November 19, 2003 Wilmington sold 395,500 shares of Common Stock
of the Issuer in the open market for an average price of $5.99 per share.
On November 20, 2003 Wilmington sold 483,346 shares of Common Stock
of the Issuer in the open mark et for an average price of $6.11 per share.
Item 5. Interest in Securities of the Issuer
(a) Beneficial Ownership
2,227,895 shares of Common Stock and a Warrant for 556,974
shares of Common Stock are owned of record and beneficially
by Wilmington.
1,050,000, shares of Common Stock and a Warrant for 262,500
shares of Common Stock are owned of record and beneficially
by the Henry L. Hillman Trust.
51,579 shares of Common Stock and a Warrant for 12,895
shares of Common Stock are owned of record and beneficially
by the JLHS 1976 Trust.
51,579 shares of Common Stock and a Warrant for 12,895
shares of Common Stock are owned of record and beneficially
by AHF 1976 Trust.
51,579 shares of Common Stock and a Warrant for 12,895
shares of Common Stock are owned of record and beneficially
by HLH Jr. 1976 Trust.
51,579 shares of Common Stock and a Warrant for 12,895
shares of Common Stock are owned of record and beneficially
by WTH 1976 Trust.
(b) Power to Vote or Dispose of Shares
Each person listed above in response to Item 5(a) has the sole power to vote and
to direct the vote and the sole power to dispose of and direct the disposition of
those shares except as follows:
(i) Wilmington, Wilmington Equities, Wilmington Investments, Inc.
The Hillman Company, Henry L. Hillman, as settlor and Trustee of the
Henry L. Hillman Trust, and Elsie Hilliard Hillman and C. G. Grefenstette,
as Trustees of the Henry L. Hillman Trust may be deemed to share voting
and disposition power regarding 2,227,895 shares of Common Stock and
556,974 Warrants for Common Stock held beneficially by Wilmington.
(ii) Henry L. Hillman, as settlor and Trustee of the Henry L. Hillman Trust,
and Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry
L. Hillman Trust, may be deemed to share voting and disposition power
regarding 1,050,00 shares of Common Stock and 262,500 Warrants for
Common Stock held beneficially by the Henry L. Hillman Trust.
(iii) As trustees of the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976
Trust and the WTH 1976 Trust, C. G. Grefenstette and L. M. Wagner
may be deemed to share voting and disposition power regard 206,316
shares of Common Stock and 51,580 Warrants for Common Stock held
beneficially in the aggregate by the JLHS 1976 Trust, the AHF 1976 Trust,
the HLH Jr. 1976 Trust and the WTH 1976 Trust in the aggregate.
(c), (d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
The information set forth in Item 4 of this Schedule is incorporated herein by this reference . Other than as disclosed in Amendment No. 12 of this Schedule, or as set forth in the Third Amended and Restated Stockholders Agreement dated as of June 24, 1999, among the Hillman Stockholders, certain other unaffiliated investors and the Issuer filed as an exhibit to Amendment 7 to this Schedule, or in the Voting Agreement dated as of October 10, 2002, among the Hillman Stockholders and Conductus, filed as an exhibit to Amendment No. 10 to this Schedule, or in the Registration Rights Agreement dated as of December 18, 2002 between the investor or investors signatory thereto and the Issuer filed as an exhibit to Amendment No. 12 to this Schedule, there are no contracts arrangements, understandings or relationships among the Registrants and between such persons and any person with respect to the transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
The following documents are filed as exhibits:
1. Information concerning officers and directors of reporting persons and certain
affiliates thereof.
SIGNATURES
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.
WILMINGTON SECURITIES, INC.
/s/ Andrew H. McQuarrie
By:
Andrew H. McQuarrie, President
WILMINGTON EQUITIES, INC.
/s/ Andrew H. McQuarrie
By:
Andrew H. McQuarrie, President
WILMINGTON INVESTMENTS, INC.
/s/ Andrew H. McQuarrie
By:
&# xA0; Andrew H. McQuarrie, Vice President
THE HILLMAN COMPANY
/s/ Lawrence M. Wagner
By:
Lawrence M. Wagner, President
HENRY L. HILLMAN, ELSIE HILLIARD
HILLMAN & C. G. GREFENSTETTE,
TRUSTEES OF THE HENRY L. HILLMAN
TRUST U/A DATED NOVEMBER 18, 1985
/s/ C. G. Grefenstette
By:
C. G. Grefenstette, Trustee
C. G. GREFENSTETTE AND L. M. WAGNER, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF JULIET LEA HILLMAN SIMONDS, AUDREY HILLIARD HILLMAN, HENRY LEA HILLMAN, JR, AND WILLIAM TALBOTT HILLMAN.
/s/ C. G. Grefenstette
By:
C. G. Grefenstette, Trustee
/s/ L. M. Wagner
L. M. Wagner, Trustee
/s/ C. G. Grefenstette
C. G. Grefenstette
/s/ L. M. Wagner
L. M. Wagner
/s/ Henry L. Hillman
Henry L. Hillman
; /s/ Elsie Hilliard Hillman
Elsie Hilliard Hillman
December 9, 2003
Date