CORE MOLDING TECHNOLOGIES, INC. - FORM SC 13D
|
|
|
|
OMB APPROVAL |
|
|
OMB Number: 3235-0145 |
|
|
Expires: February 28, 2009
|
|
|
Estimated average burden hours per response...14.5 |
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Core Molding Technologies, Inc.
(Name of Issuer)
Common Stock, $.01 per value
(Title of Class of Securities)
(CUSIP Number)
Jeffrey S. Buschman, Esq.
Boult Cummings Conners & Berry, PLC
1600 Division Street, Suite 700
Nashville, Tennessee 37203
(615) 252-2388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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.
SCHEDULE
13D
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Richard L. Scott |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS) N/A
|
|
(a) o |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
PF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
226,405 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
-0- |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
226,405 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
-0- |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
226,405 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
3.4% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
2
Item 1. Security and Issuer
Common Stock, $.01 par value (the Common Stock), of Core Molding Technologies, Inc., a Delaware
corporation (the Issuer). The principal executive offices of the Issuer are located at 800 Manor
Park Drive, P.O. Box 28183, Columbus, Ohio 28183.
Item 2. Identity and Background
This statement is filed by Richard L. Scott (the Reporting Person).
The business address of the Reporting Person is 700 11th Street S, Suite 101, Naples, Florida
34102.
The Reporting Person is a private investor.
The Reporting Person has not been convicted in any criminal proceedings during the five years
preceding the filing of this report.
During the five years preceding the filing of this report, the Reporting Person has not been a
party to any civil proceedings of a judicial or administrative body which has resulted in any
judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person has used personal funds of approximately $1,589,975 to acquire 226,405 shares
of Common Stock in open market transactions. The Common Stock was purchased by three different
entities controlled by the Reporting Person.
Item 4. Purpose of Transaction
The Reporting Person purchased the Common Stock in private transactions for general investment
purposes. The Reporting Person is supportive of the Issuers existing strategy. The Reporting
Person is the largest shareholder of Continental Structural Plastics, Inc. (CSP), a private
company, which, as noted in the Issuers most recent Form 10-K filing, is a competitor with the
Issuer. Both the Reporting Person and the CEO of CSP have in the past approached the Issuer with
regards to a potential combination between CSP and the Issuer. The Reporting Person believes that a
combination would be beneficial to the Issuers shareholders as it would create incremental cash
flow and at the same time help reduce many of the risk factors noted in the Issuers recent Form
10-K filing. These risk factors include:
We are dependent on sales to a small number of our major customers.
3
Our business is affected by the cyclical nature of the industries and markets that we serve.
Price increases in raw materials and availability of raw materials could adversely affect our
operating results and financial condition.
Cost reduction and quality improvement initiatives by original equipment manufacturers could have
a material adverse effect on our business, results of operations, or financial condition.
We operate in highly competitive markets.
Consistent with such purposes, the Reporting Person may seek to engage in future discussions with
management of the Issuer and may make suggestions concerning the Issuers operations, prospects,
business and financial strategies, assets and liabilities, business and financing alternatives and
such other matters as the Reporting Person may deem relevant to his investment in the Issuer. In
addition, the Reporting Person may from time to time, depending on prevailing market, economic and
other conditions, acquire additional shares of the Common Stock of the Issuer or engage in
discussions with the Issuer concerning further acquisitions of shares of the Common Stock of the
Issuer or further investments in the Issuer. The Reporting Person intends to review his investment
in the Issuer on a continuing basis and, depending upon the price and availability of shares of the
Common Stock, subsequent developments affecting the Issuer, the Issuers business and prospects,
other investment and business opportunities available to the Reporting Person, general stock market
and economic conditions, tax considerations and other factors considered relevant, may decide at
any time to increase or to decrease the size of his investment in the Issuer. Except as set forth
above, the Reporting Person does not have any plans or proposals which relate to or would result in
(a) the acquisition of additional securities of the Issuer or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation
involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors
or management of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board of directors of the Issuer, (e) any
material change in the present capitalization or dividend policy of the Issuer, (f) any other
material change in the business or corporate structure of the Issuer, (g) changes in the Issuers
charter, bylaws or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer, (h) the delisting from a national securities exchange or
termination of quotations in an inter-dealer quotation system of a registered national securities
association for any class of capital stock of the Issuer, (i) a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934 Common Stock, or (j) or any action similar to the foregoing actions
listed. The Reporting Person will continue to evaluate the Issuer and his investment therein and
may later determine to propose or support any one or more of such actions in the future, to
purchase additional shares of the Common Stock or to sell part or all of his holdings of the Common
Stock of the Issuer.
4
Item 5. Interest in Securities of the Issuer
The 226,405 shares of the Common Stock owned by the Reporting Person constitute 3.4% of the
outstanding Common Stock of the Issuer, based on the outstanding shares of Issuer Common Stock set
forth on the Issuers most recent Form 10-K.
The Reporting Person has sole voting and dispositive power with respect to the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
The Reporting Person does not have any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of the Issuer, including but
not limited to transfer or voting of any of the securities, finders 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
Not applicable.
5
Signature
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.
|
|
|
|
|
|
|
|
DATED: April 29, 2008 |
/s/ Richard L. Scott
|
|
|
Richard L. Scott |
|
|
|
|
|
6