SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SUPERCONDUCTOR TECHNOLOGIES INC.
---------------------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of class of securities)
867931107
---------
(CUSIP Number)
Nancy M. Taylor, Vice President
and Secretary
Tredegar Corporation
1100 Boulders Parkway
Richmond, Virginia 23225
804-330-1000
------------
(Name, address and telephone number of person authorized to
receive notices and communications)
Copy to:
C. Porter Vaughan, III, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
July 31, 2000
-------------
(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(b)(3) or (4),
check the following box [ ].
Check the following box if a fee is
being paid with this statement [ ].
Page 1 of 8 Pages
CUSIP NO. 867931107 Page 2 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TGI Fund III, LLC I.R.S. Identification No.: 31-1649684
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) | |
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) | |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF 880,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING 880,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
880,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
OO
CUSIP NO. 867931107 Page 3 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Tredegar Investments, Inc. I.R.S. Identification No.: 54-1561097
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) | |
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) | |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 880,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
880,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
880,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
CO
CUSIP NO. 867931107 Page 4 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Tredegar Corporation I.R.S. Identification No.: 54-1497771
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) | |
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) | |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 880,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
880,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
880,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
CO
* This Amendment No. 1 (this "Amendment No. 1") amends and supplements
the statement on Schedule 13D filed with the Securities and Exchange Commission
on September 1, 1999 (the "Schedule 13D") by TGI Fund III, LLC, a Virginia
limited liability company ("TGI"), Tredegar Investments, Inc., a Virginia
corporation and the sole manager of TGI ("Tredegar Investments"), and Tredegar
Corporation, a Virginia corporation and the holder of 100% of the capital stock
of Tredegar Investments ("Tredegar" and together with TGI and Tredegar
Investments, the "Registrants"), with respect to the Common Stock, $0.001 par
value per share, of Superconductor Technologies Inc., a Delaware corporation
(the "Issuer").
This Amendment No. 1 amends the Schedule 13D only with respect to those
items listed below. All capitalized terms not otherwise defined herein shall
have the meanings assigned thereto in the Schedule 13D.
The purpose of this Amendment No. 1 is to report that as of July 31,
2000 the Registrants beneficially own less than 5% of the outstanding Common
Stock of the Issuer.
Item 4. Purpose of Transaction.
The Registrants amend Item 4 of the Schedule 13D by deleting Item 4 in
its entirety and replacing it with the following:
The Registrants own less than 5% of the outstanding Common Stock of the
Issuer.
Item 5. Interest in Securities of the Issuer.
The Registrants amend Item 5 of the Schedule 13D by deleting paragraphs
(a), (c) and (e) in their entirety and replacing them with the following:
(a) As of July 31, 2000, the Registrants beneficially own 880,000
shares of Common Stock, representing 4.9% of the approximately 17,613,820 shares
of Common Stock outstanding as of July 31, 2000.
(c) On June 23, 1999 TGI entered into a Stock Purchase Agreement with
the Issuer pursuant to which TGI purchased at two closings on June 23, 1999 and
August 17, 1999 an aggregate of 60,000 shares of Series D Preferred Stock (the
"Series D Preferred Stock"), which were convertible into 1,200,000 shares of
Common Stock, and warrants to purchase 120,000 shares of Common Stock at a price
of $3.00 per share (the "Warrants"). On March 30, 2000, the Series D Preferred
Stock was converted into 1,200,000 shares of Common Stock. Also on March 30,
2000, TGI exercised the Warrants to purchase 120,000 shares of Common Stock.
As a result of recent sales by TGI in the last sixty (60) days
which are set forth on Exhibit 4 hereto, the Registrants beneficially own
870,000 shares of Common Stock which represents approximately 4.9% of the
outstanding Common Stock of the Issuer.
(e) The Registrants ceased to be the beneficial owners of more than 5%
of the Common Stock of the Issuer on July 31, 2000.
Page 5 of 9 Pages
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following:
Exhibit 4 Sales of Common Stock.
Page 6 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct. This statement is filed on behalf of all of the
entities listed below. Each such entity hereby agrees that this statement is
filed on behalf of each of them, as provided for under Rule 13d-1(k) promulgated
under the Exchange Act of 1934, as amended.
Date: August 4, 2000 TGI FUND III, LLC
By: Tredegar Investments, Inc., Its Manager
By: _______________________________
Nancy M. Taylor
Its: Vice President and Secretary
Date: August 4, 2000 TREDEGAR INVESTMENTS, INC.
By: _______________________________
Nancy M. Taylor
Its: Vice President and Secretary
Date: August 4, 2000 TREDEGAR CORPORATION
By: _______________________________
Nancy M. Taylor
Its: Vice President and Secretary
Page 7 of 9 Pages
Exhibit 4
Sales of Common Stock
Set forth below are the date, price per share and amount of shares of
Common Stock sold by the Registrants since September 1, 1999. The transactions
were made for cash in open market transactions.
Date of Transaction Shares Sold Price Per Share
------------------- ----------- ---------------
7/12/00 12,500 $32.0000
7,500 $31.8750
10,000 $31.6875
5,000 $32.1250
7,500 $31.8750
7,500 $31.6250
27,500 $31.3750
10,000 $31.2500
12,500 $31.0000
10,000 $31.1250
27,500 $30.6250
12,500 $30.5625
15,000 $30.5625
47,500 $30.5000
12,500 $30.3750
7/13/00 10,000 $30.0000
10,000 $30.0625
7/14/00 5,000 $31.4375
10,000 $31.0000
15,000 $30.1250
15,000 $30.3750
10,000 $30.5000
5,000 $30.8750
20,000 $30.6250
13,000 $30.2500
5,000 $30.1250
7,000 $30.3750
5,000 $30.2500
5,000 $30.1250
10,000 $30.1875
5,000 $30.2500
10,000 $30.0625
15,000 $30.0000
5,000 $30.1875
5,000 $30.0000
7/17/00 2,500 $31.0000
500 $31.4375
2,000 $31.0000
2,000 $31.5000
10,000 $31.7500
2,000 $32.5000
7/18/00 5,000 $31.0000
Page 8 of 9 Pages
2,500 $30.0000
2,500 $30.0000
7/31/00 1,000 $20.3125
Page 9 of 9 Pages