-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KvFHNBsM1t15WBexI5N/cc0sSDh20ZNru5oqZ9rHhNR8wOAE0dCU02U3AQgDnCU5 jPcTzLuO8SNtn3QEgezH1Q== 0000913569-00-000014.txt : 20000210 0000913569-00-000014.hdr.sgml : 20000210 ACCESSION NUMBER: 0000913569-00-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRAB INC CENTRAL INDEX KEY: 0000354383 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 381654849 STATE OF INCORPORATION: MI FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34135 FILM NUMBER: 528325 BUSINESS ADDRESS: STREET 1: 5944 E KILGORE RD STREET 2: P O BOX 2121 CITY: KALAMAZOO STATE: MI ZIP: 49003 BUSINESS PHONE: 6163828200 FORMER COMPANY: FORMER CONFORMED NAME: PRAB ROBOTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STATE TREASURER STATE OF MICHIGAN CENTRAL INDEX KEY: 0000762152 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 386000134 STATE OF INCORPORATION: MI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O DIRECTOR OF INVESTMENTS STREET 2: P O BOX 1128 CITY: LANSING STATE: MI ZIP: 48901 BUSINESS PHONE: 5173733140 MAIL ADDRESS: STREET 1: TREASURE BUILDING CITY: LANSING STATE: MI ZIP: 48901 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* PRAB, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 739413-10-2 (CUSIP Number) Mark A. Metz Dykema Gossett PLLC, 400 Renaissance Center, Detroit, Michigan 48243 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 28, 1999 (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 [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 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 ("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). SCHEDULE 13D CUSIP No.739413-10-2 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person State Treasurer of State of Michigan (see Attachment A to prior filing) 2 Check The Appropriate Box If A Member Of A Group* (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds* OO (see Attachment A to prior filing) 5 Check Box If Disclosure Of Legal Proceedings Is [ ] Required Pursuant To Items 2(d) or 2(E) 6 Citizenship Or Place of Organization (see Attachment A to prior filing) 7 Sole Voting Power Number Of 0 Shares 8 Shared Voting Power Beneficially Owned By 0 Each 9 Sole Dispositive Power Reporting Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned By Each Reporting Person 0 12 Check Box If The Aggregate Amount In Row (11) Excludes [ ] Certain Shares* 13 Percent Of Class Represented By Amount In Row (11) 0% 14 Type Of Reporting Person* OO (see Attachment A to prior filing) This is the second amendment to a Statement on Schedule 13D originally filed with the Securities and Exchange Commission on or about November 11, 1992 (the "Original Statement") with respect to the common stock (the "Common Stock") of Prab, Inc. (the "Issuer") by the State Treasurer of the State of Michigan as Custodian for four retirement systems identified on Attachment A to the first amendment to the Original Statement, dated November 8, 1996 (the "Reporting Person"). Items 2, 5, 6 and 7 of the Original Statement, as previously amended, are further amended as set forth below: ITEM 2. IDENTITY AND BACKGROUND. Attachments A and B are amended and restated in their entirety in the form attached to this Amendment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and restated in its entirety as follows: (a) Neither the Reporting Person nor any other person named in Item 2 beneficially owns any of the Common Stock. (b) See (a). (c) On December 28, 1999, the Reporting Person sold all of the 366,667 shares of the Issuer's Convertible Preferred Stock it beneficially owned to the Issuer for $597,667 in cash. The Convertible Preferred Stock was convertible into Common Stock on a 1-for-1 basis. (d) Not applicable. (e) The Reporting Person ceased to be a beneficial owner of more than 5% of the outstanding Common Stock on December 28, 1999. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended by adding the following information. Pursuant to the Stock Purchase and Sale Agreement, dated as of December 28, 1999, by and between the Reporting Person and the Issuer, the Reporting Person sold all of the 366,667 shares of the Issuer's Convertible Preferred Stock it beneficially owned to the Issuer for $597,667 in cash. Such agreement is attached to this amendment as Exhibit 4. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by adding the following exhibit. 4. Stock Purchase and Sale Agreement, dated as of December 28, 1999, by and between the Reporting Person and the Issuer. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this amendment is true, complete and correct. Dated: February 1, 2000 /s/ David C. Turner David C. Turner, Administrator of the Alternative Investments Division EXHIBIT INDEX No. 1 Stock Purchase and Sale Agreement (366,667 shares of Prab, Inc. Stock) dated December 28, 1999 ATTACHMENT A SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN ("Reporting Person") I. Reporting Person Pursuant to State Law (Section 91 of Act No. 380 of the Public Acts of 1965, as amended), the State Treasurer, State of Michigan is the investment fiduciary for the following five State sponsored retirement systems: Public School Employees' Retirement System; State Employees' Retirement System; Michigan State Police Retirement System; and Michigan Judges' Retirement System. The Michigan Department of Treasury's Bureau of Investments performs the investment function, under the direction and on behalf of the State Treasurer. The aforementioned State Law created an Investment Advisory Committee comprised of the Director of the Department of Consumer and Industry Services, the Director of the Department of Management & Budget, or their duly authorized representatives, and three public members appointed by the Governor with the advice and consent of the Senate. The committee meets quarterly and reviews investments, goals, and objectives, and may submit recommendations to the State Treasurer. The Investment Advisory Committee may also, by a majority vote, direct the State Treasurer to dispose of any holdings which in the committee's judgment is not suitable for the funds involved, and may by unanimous vote direct the State Treasurer to make specific investments. Act No. 314 of the Public Acts of 1965, as amended, authorizes the investment of assets of public employee retirement systems or plans created and established by the state or any political subdivision. The acquisition of equity securities are made for investment purposes only. Investments in equity securities are made from the assets of the aforementioned four retirement systems with total assets of approximately $51.62 billion. The retirement systems derive revenue from employer and employee contributions, court fees, and investment income. ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN Name: Mark A. Murray Business Address: Michigan Department of Treasury P.O. Box 15128 Lansing, Michigan 48901 Principal Occupation: State Treasurer State of Michigan P.O. Box 15128 Lansing, Michigan 48901 Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN Name: Jacqueline M. Johnson Business Address: Michigan Department of Treasury P.O. Box 15128 Lansing, Michigan 48901 Principal Occupation: Administrator, Stock Analysis Division Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN INVESTMENT ADVISORY COMMITTEE Name: Jerry L. Tubergen Business Address: RDV Corporation 500 Grand Bank Building 126 Ottawa Avenue NW Grand Rapids, Michigan 49503 Principal Occupation: President and Chief Executive Officer Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN INVESTMENT ADVISORY COMMITTEE Name: Mr. Samuel Valenti, III Business Address: Masco Corporation 21001 Van Born Road Taylor, Michigan 48180 Principal Occupation: Vice President of Investments Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN INVESTMENT ADVISORY COMMITTEE Name: Mr. Farris W. Womack Business Address: 2242 Rivenoak Court Ann Arbor, Michigan 48103-2375 Principal Occupation: Retired Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN INVESTMENT ADVISORY COMMITTEE Name: Kathleen M. Wilbur Business Address: Michigan Department of Consumer and Industry Services Director's Office 4th Floor, Law Building Box 30004 Lansing, Michigan 48909 Principal Occupation: Director, Michigan Department of Consumer and Industry Services Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN INVESTMENT ADVISORY COMMITTEE Name: Janet E. Phipps Business Address: Michigan Department of Management and Budget Director's Office Cass Building, First Floor Box 30026 Lansing, Michigan 48909 Principal Occupation: Director, Michigan Department of Management and Budget Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN INVESTMENT OFFICERS Name: Roy A. Pentilla Business Address: Michigan Department of Treasury P.O. Box 15128 Lansing, Michigan 48901 Principal Occupation: Deputy Director, Bureau of Investments Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN INVESTMENT OFFICERS Name: Alan H. Van Noord Business Address: Michigan Department of Treasury P.O. Box 15128 Lansing, Michigan 48901 Principal Occupation: Director, Bureau of Investments Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN INVESTMENT OFFICERS Name: Jon M. Braeutigam Business Address: Michigan Department of Treasury P.O. Box 15128 Lansing, Michigan 48901 Principal Occupation: Administrator, Mortgage and Real Estate Division Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN INVESTMENT OFFICERS Name: Paul R. Nelson, II Business Address: Michigan Department of Treasury P.O. Box 15128 Lansing, Michigan 48901 Principal Occupation: Administrator, Fixed Income Analysis Division Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN INVESTMENT OFFICERS Name: David C. Turner Business Address: Michigan Department of Treasury P.O. Box 15128 Lansing, Michigan 48901 Principal Occupation: Administrator, Alternative Investments Division Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN INVESTMENT OFFICERS Name: Milan J. Maat Business Address: Michigan Department of Treasury P.O. Box 15128 Lansing, Michigan 48901 Principal Occupation: Administrator, Short Term Investment Division Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN INVESTMENT OFFICERS Name: Vernon L. Johnson Business Address: Michigan Department of Treasury P.O. Box 15128 Lansing, Michigan 48901 Principal Occupation: Administrator, Trust Accounting Division Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America ATTACHMENT B SCHEDULE 13D STATE TREASURER, STATE OF MICHIGAN INVESTMENT OFFICERS Name: Richard J. Holcomb Business Address: Michigan Department of Treasury P.O. Box 15128 Lansing, Michigan 48901 Principal Occupation: Administrator, Quantitative Analysis Division Criminal convictions during the last five years: None Civil findings or violation, or injunction against violation, of federal or state securities laws during the last five years: None Citizenship: United States of America EX-1 2 STOCK PURCHASE AND SALE AGREEMENT (366,667 SHARES OF PRAB, INC. STOCK) STOCK PURCHASE AND SALE AGREEMENT (366,667 SHARES OF PRAB, INC. STOCK) This STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of December 28, 1999, by and between the State Treasurer of the State of Michigan, Custodian of the Public School Employees' Retirement System; State Employees' Retirement System; Michigan State Police Retirement System; and Michigan Judges' Retirement System ("SMRS") and Prab, Inc. ("Prab"). SMRS desires to sell to Prab on the Closing Date (as defined herein), and Prab desires to purchase on such date, 366,667 shares of convertible preferred stock. Accordingly, SMRS and Prab agree as follows: SECTION 1. Purchase and Sale of Stock. 1.1 Agreement to Sell and Purchase. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein, SMRS agrees to sell to Prab, and Prab agrees to purchase from SMRS 366,667 shares of convertible preferred stock of Prab (the "Convertible Shares"), at a purchase price of Five Hundred Ninety-Seven Thousand Six Hundred Sixty-Seven Dollars and Twenty-One Cents ($597,667.21) (the "Purchase Price"). (b) The closing (the "Closing") of the purchase and sale of the Convertible Shares shall be held on December 28, 1999 (the "Closing Date"). Prab agrees to pay to SMRS on the Closing Date the amount of the Purchase Price, plus accrued and unpaid dividends, by cashier's check, certified check, or federal funds wire transfer, against receipt of the Convertible Shares by Prab. (c) SMRS agrees, on the Closing Date, to deliver to Prab the Stock Certificate issued on October 30, 1996 for the Convertible Shares which Certificate shall be properly endorsed for transfer to Prab by SMRS. 1.2 Expenses. SMRS and Prab shall each be responsible for their own expenses in connection with this Agreement. SECTION 2. Acknowledgments, Representations and Agreements of Prab. Prab hereby represents and warrants to and agrees with SMRS that: 2.1. Validity of Agreement. This Agreement has been duly authorized, executed and delivered by Prab and is enforceable against Prab in accordance with its terms. 2.2 No Violations, Etc. The execution, delivery and performance of the terms of this Agreement by Prab, and the purchase of the Convertible Shares by Prab, (i) requires no action by or in respect of, or filing with, any governmental body, or agency or official of the United States or any political subdivision thereof, except for reports required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and (ii) will not violate any statute or any order, rule or regulation of any court or government agency or body in the United States or any political subdivision thereof having jurisdiction over Prab, which violation could have a material adverse effect on the ability of Prab to perform its obligations under this Agreement. SECTION 3. Representations and Warranties of SMRS. SMRS hereby represents and warrants to and agrees with Prab that: 3.1 Validity of Agreement. This Agreement has been duly authorized, executed and delivered by SMRS and is enforceable against SMRS in accordance with its terms. 3.2 No Violations, Etc. The execution, delivery and performance of the terms of this Agreement by SMRS, and the sale of the Convertible Shares by SMRS, (i) requires no action by or in respect of, or filing with, any governmental body, or agency or official of the United States or any political subdivision thereof, except for reports required to be filed with the Securities and Exchange commission under the Securities Exchange Act of 1934, as amended, and (ii) will not violate any statute or any order, rule or regulation of any court or government agency or body in the United States or any political subdivision thereof having jurisdiction over SMRS, which violation could have a material adverse effect on the ability of SMRS to perform its obligation under this Agreement. 3.3 Delivery of Convertible Shares. Delivery by SMRS of the Convertible Shares to Prab will transfer to Prab valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.4 Convertible Shares. The Convertible Shares transferred to Prab pursuant to this Agreement constitute one hundred percent (100%) of the shares of stock of Prab owned by SMRS and SMRS has no other equity interest in Prab nor does SMRS have any amounts due from Prab except for the accrued and unpaid dividends on the Convertible Shares. SECTION 4. General Provisions. 4.1 Benefits; Successors and Assigns. Except as set forth herein, or as otherwise specifically agreed to in writing by the party to be charged, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns. 4.2 Amendment and Waiver. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. The waiver of the observance of any term hereof may only be waived by an instrument in writing. Such waiver by any party hereto of a breach of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 4.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. 4.4 Entire Agreement. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. 4.5 Headings. The headings in this Agreement are for convenience only and shall not affect the construction hereof. 4.6 Severability. In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. 4.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute but one contract. 4.8 Further Assurances. Each party shall execute such additional documents and take whatever actions may be necessary to carry out the purposes of the transactions contemplated by this Agreement. STATE TREASURER OF THE STATE OF MICHIGAN, CUSTODIAN OF THE PUBLIC SCHOOL EMPLOYEES' RETIREMENT SYSTEM; STATE EMPLOYEES' RETIREMENT SYSTEM; MICHIGAN STATE POLICE RETIREMENT SYSTEM; AND MICHIGAN JUDGES' RETIREMENT SYSTEM By: David C. Turner David C. Turner, Administrator Alternative Investments Division PRAB, INC. By: Gary A. Herder Gary A. Herder Its: President -----END PRIVACY-ENHANCED MESSAGE-----