CUSIP Number)
Estate of Leland E. Boren and Avis Industrial Corporation
1909 S Main Street
P.O. Box 218
Upland, Indiana 46989
(765) 998-8100
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Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
11/23/2018
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(e), 13d-1(f) or 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
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).
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Estate of Leland E. Boren (previous reporting person, Leland E. Boren, died on
November 23, 2018)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [ ]
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3. SEC USE ONLY:
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 2,633,896
8. SHARED VOTING POWER: 1,571,262 (1)
9. SOLE DISPOSITIVE POWER: 2,633,896
10. SHARED DISPOSITIVE POWER: 1,571,262 (1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,205,158 (1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
81.1%
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14. TYPE OF REPORTING PERSON:
IN
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(1) Includes 1,571,262 shares of common stock, par value $0.01 per share
("Common Stock"), of International Baler Corporation, owned by
Avis Industrial Corporation, of which Reporting Person is majority owner.
Reporting Person disclaims beneficial ownership of the shares owned by
Avis Industrial Corporation.
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Avis Industrial Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [ ]
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3. SEC USE ONLY:
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 1,571,262
8. SHARED VOTING POWER: 2,633,896 (2)
9. SOLE DISPOSITIVE POWER: 1,571,262
10. SHARED DISPOSITIVE POWER: 2,633,896 (2)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,205,158 (2)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
81.1%
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14. TYPE OF REPORTING PERSON:
CO
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(2) Includes 2,633,896 shares of common stock, par value $0.01 per share
("Common Stock"), of International Baler Corporation, owned by The Estate of
Leland E. Boren who is the majority owner of Avis Industrial Corporation.
Avis Industrial Corporation disclaims beneficial ownership of the shares
owned by the Estate of Leland E. Boren.
EXPLANATORY NOTE
This Schedule 13D is being filed because the previous Reporting Person,
Leland E. Boren, died on November 23, 2018. Ms. Angela M. Darlington has
been appointed as the Personal Representative of the Estate of Leland E.
Boren. The Estate of Leland E. Boren owns or controls shares of Common
Stock of Avis International Corporation. Mr. Boren and Avis Industrial
Corporation had filed their initial Statement on Schedule 13D dated February
16, 2005, as amended by Schedule 13D/A's filed on June 15, 2005, August 12,
2005, May 5, 2006, May 26, 2006, January 17, 2007, February 15, 2007,
March 15, 2007, May 1, 2007, December 3, 2007, June 18, 2014, February 19,
2015, April 24, 2015, August 31, 2015, February 8, 2016, June 1, 2016, and
July 14, 2017 and August 1, 2018, respectively.
STATEMENT ON SCHEDULE 13D
All information herein with respect to International Baler Corporation,
f/k/a Waste Technology Corp., a Delaware corporation (the "Issuer"), is to
the best knowledge and belief of the Reporting Persons as defined herein.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Angela M. Darlington as Personal Representative
of the Estate of Leland E. Boren, and Avis Industrial Corporation, an Indiana
corporation (referred to together as the "Reporting Persons"). The Reporting
Persons are filing jointly, pursuant to the provisions of Rule 13d-1(k)(1)
under the Act. See Exhibit 99.1 for Reporting Persons' Joint Filing Agreement.
(b) The business address of the Estate of Leland E. Boren is 1909 S. Main
Street, P.O. Box 218, Upland, IN 46989. The principal business address and
principal office address of Avis Industrial Corporation is 1909 S. Main Street,
Upland, Indiana 46989.
(c) The late Mr. Boren was formerly the CEO, President, and Chairman of the
Board of Avis Industrial Corporation. The Estate of Leland E. Boren is the
controlling shareholder of Avis Industrial Corporation. The late Mr. Boren
was elected to the Board of Directors of the Issuer on March 9, 2005 and
subsequently elected to a three-year term as a Director by the shareholders
of the Issuer at their annual meeting on June 2, 2005, and re-elected in 2008,
2011, 2014 and 2017. Ms. Darlington also serves as Secretary of the Issuer.
Avis Industrial Corporation's principal business is to manufacture a broad
range of products to serve the automotive, metalworking, railroad,
off-highway, construction, energy, aerospace, recycling and consumer industries.
(d) Neither of the Reporting Persons nor the persons listed in Schedule A,
during the last five years, have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Neither of the Reporting Persons nor the persons listed in Schedule A,
during the last five years, was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a 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.
(f) The Estate of Leland E. Boren is being administered pursuant to the
laws of the State of Indiana in the United States of America. Avis Industrial
Corporation is a corporation organized under the laws of the State of Indiana
in the United States of America. All of the persons listed in Schedule A are
citizens of the United State of America.
The name, business address, present principal occupation or employment and
citizenship of each director and executive officer of Avis Industrial
Corporation (other than Mr. Boren's information which is provided above)
are set forth on Schedule A hereto and are incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the purchase price paid by the Reporting Persons for their
shares of Common Stock were their personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Since the filing of the previous Schedule 13D/A, Avis Industrial Corporation
purchased additional shares of the Common Stock of the Issuer as follows:
4,900 shares on July 14, 2017, 1,700 shares on July 24, 2017, 1,065 shares on
July 26, 2017, 100 shares on July 27, 2017, 3,372 shares on August 10, 2017,
2,628 shares on August 11, 2017, 3,000 shares on October 12, 2017, 3,000 shares
on November 24, 2017, 400 on December 22, 2017, 395 shares on December 26,
2017, 1,608 on April 4, 2018, 400 shares on April 13, 2018, 900 shares on
May 3, 2018, 152,521 shares on July 23, 2018, and 2,100 shares on August 6,
2018
Favorable pricing has compelled the Reporting Person to make investments
in the Common Stock described by this Statement on Schedule 13D.
So long as the pricing remains attractive, the Reporting Person
intends to continue purchasing shares of Common Stock.
Other than as described in this Statement on Schedule 13D, at the present
time the Reporting Person has no specific plans or proposals which would
relate to or result in:
(i) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(iv) 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;
(v) any material change in the present capitalization or dividend policy
of the Issuer;
(vi) any other material change in the Issuer's business or corporate
structure;
(vii) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(viii) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(ix) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(x) any actions similar to those enumerated above.
The Reporting Persons reserve the right to formulate specific plans or
proposals with respect to, or to change their intentions regarding, any or
all of the foregoing.
The Reporting Persons may also, from time to time, discuss with management
and other shareholders of the Issuer and other parties methods by which the
Issuer can best preserve and increase its value. Such methods may involve
strategic alliances, business combinations, cost containment measures and
other similar arrangements, including such alliances and arrangements with
affiliates of the Reporting Persons. If as a result of such discussions,
the Reporting Persons decide to pursue any of the methods for preserving
and increasing the value of the Issuer described herein, then the consummation
thereof could involve transactions in the nature of those described in
subparagraphs (i) through (x) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As set forth in this Statement on Schedule 13D, the Estate of
Leland E. Boren currently owns, has the sole power to vote and the sole power
to dispose of 2,633,896 shares of Common Stock of the Issuer, representing
50.81% of the outstanding Common Stock (based on the number of shares of
Common Stock outstanding as of March 11, 2019). As set forth in this Statement
on Schedule 13D, Avis Industrial Corporation currently owns, has the sole power
to vote and the sole power to dispose of 1,571,262 shares of Common Stock of
the Issuer, representing 30.3% of the outstanding Common Stock (based on the
number of shares of Common Stock outstanding as of March 11, 2019). The
Estate of Leland E. Boren and Avis Industrial Corporation disclaim beneficial
ownership of the shares of Common Stock held by the other.
(c) During the sixty (60) days prior to the filing date of this Statement,
no transactions in Issuer stock were effected by the Reporting Persons.
(d) Not applicable.
(e) Not applicable.
Other than the transactions described in Item 3, Item 4 and this Item 5,
the Reporting Persons or, to the knowledge of the Reporting Persons, any
persons listed on Schedule A, have not effected any transactions in the
Common Stock during the preceding 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons are parties to an agreement with respect to the joint
filing of this Schedule 13D and any amendments thereto, a copy of which is
attached as Exhibit 99.1 to hereto and is incorporated by reference herein.
Except as otherwise described in this Schedule 13D, to the knowledge of the
Reporting Persons, there are no other contracts, arrangements, understandings
or relationship (legal or otherwise) among the persons named in Item 2 or
listed on Schedule A hereto, and between such persons and any person, with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities of the Issuer, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees or profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Joint Filing Agreement between the Reporting Persons.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
ESTATE OF LELAND E. BOREN
Dated: April 25, 2019
By: /s/ Angela M. Darlington
Name: Angela M. Darlington, Personal Representative of the Estate of
Leland E. Boren
AVIS INDUSTRIAL CORPORATION
Dated: April 25, 2019
By: /s/ Angela M. Darlington
Name: Angela M. Darlington, Vice President-Secretary
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS
The following sets forth the name, citizenship, principal occupation and
business address of each director and executive officer, as applicable, of
the Reporting Persons. All executive officers and directors listed in this
Schedule A are U.S. citizens.
Avis Industrial Corporation ("Avis"):
Ronald L. McDaniel
Director, Chairman, Interim President
1909 S. Main Street
Upland, IN 46989
Angela M. Darlington
Director, Vice President-Secretary,
Assistant to the President
1909 S. Main Street
Upland, IN 46989
Martha R. Songer
Director, Vice President, Assistant
to the Chairman
1909 S. Main Street
Upland, IN 46989
Lael E. Boren
Director, Vice President-Facilities Manager
1909 S. Main Street
Upland, IN 46989
Craig A. Little
Vice President-Engineering
314 North Jackson Street
Jackson, MI 49201
D. Roger Griffin
Vice President
1909 S. Main Street
Upland, IN 469889
Stephen W. Ross
Vice President-Chief Financial Officer
1909 S. Main Street
Upland, IN 46989
Tracee L. Pennington
Treasurer
1909 S. Main Street
Upland, IN 46989
Dennis D. Carroll
Director, Attorney, Retired Judge
1909 S. Main Street
Upland, IN 46989
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned each agree that the Statement on Schedule 13D
relating to the common stock, $0.01 par value, of International
Baler Corporation (i) is adopted and filed on behalf of each
of them, (ii) all future amendments to such Statement on
Schedule 13D will, unless written notice to the contrary is
delivered as described below, be jointly filed on behalf of each
of them, and (iii) the provisions of Rule 13d-1(k)(1) under the
Securities Act of 1934 apply to each of them. This agreement
may be terminated with respect to the obligation to jointly
file future amendments to such Statement on Schedule 13D as to
any of the undersigned upon such person giving written notice
thereof to the other person signatory hereto, at their respective
address.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint
Filing Agreement as of the date set forth below.
ESTATE OF LELAND E. BOREN
Dated: April 25, 2019
By: /s/ Angela M. Darlington
Name: Angela M. Darlington, Personal Representative of the Estate of
Leland E. Boren
AVIS INDUSTRIAL CORPORATION
Dated: April 25, 2019
By: /s/ Angela M. Darlington
Name: Angela M. Darlington, Vice President-Secretary
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