Statement of Beneficial Ownership (sc 13d)
October 30 2019 - 6:31AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF
1934
(Amendment No. __ )
Kewaunee Scientific
Corporation
(Name of Issuer)
Common Stock
(Title
of Class of Securities)
492854104
(CUSIP
Number)
Anita G. Zucker, as Trustee of
The Article 6 Marital Trust
c/o The InterTech Group, Inc.
4838 Jenkins Avenue
North Charleston, SC 29405
(843) 744-5174
(Name, Address and
Telephone Number of
Person Authorized to Receive Notices and
Communications)
With copies to:
Robert Johnston
The InterTech Group, Inc.
4838 Jenkins Avenue
North Charleston, SC 29405
(843) 744-5174
|
Christopher J. Hubbert
Kohrman Jackson & Krantz LLP
1375 E. Ninth Street, 29th Floor
Cleveland, OH 44114
(216) 696-8700
|
October 22,
2019
(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 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)
Page 1 of 5
CUSIP No. 492854104
|
Page 2 of 5 Pages
|
1
|
names
of reporting persons
Anita G. Zucker, as Trustee of The Article
6 Marital Trust
|
2
|
check
the appropriate box if a member of a group
(see instructions)
|
(a) ¨
(b) ¨
|
3
|
sec
use only
|
4
|
source
of funds
(see instructions)
OO
|
5
|
check
if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
|
6
|
citizenship
or place of organization
USA
|
number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
sole
voting power
179,790
|
8
|
shared
voting power
0
|
9
|
sole
dispositive power
179,790
|
10
|
shared
dispositive power
0
|
11
|
aggregate
amount beneficially owned by each reporting person
179,790
|
12
|
check
if the aggregate amount in row (11) excludes certain
shares (see
instructions) ¨
|
13
|
percent
of class represented by amount in row (11)
6.5%
|
14
|
type
of reporting person (see instructions)
IN
|
CUSIP No. 492854104
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Page 3 of 5 Pages
|
|
Item 1.
|
Security and Issuer.
|
This Schedule 13D relates to the common
stock, $2.50 par value, of Kewaunee Scientific Corporation (“Kewaunee”). Kewaunee’s principal executive offices
are located at 2700 West Front Street, Statesville, North Carolina 28677.
|
Item 2.
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Identity and Background.
|
Anita G. Zucker is a natural person whose
business address is c/o The InterTech Group, Inc., 4838 Jenkins Avenue, North Charleston, South Carolina 29405. Mrs. Zucker is
the Trustee of the Article 6 Marital Trust (the “Trust”). Mrs. Zucker’s principal occupation is as the chairperson
and chief executive officer of The InterTech Group, Inc., 4838 Jenkins Avenue, North Charleston, South Carolina 29405. Mrs. Zucker
has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was
or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, state or federal securities laws or finding any violation with respect to such laws. Mrs. Zucker is a citizen of the State
of South Carolina and the United States of America.
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Item 3.
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Source and Amount of Funds or Other Considerations.
|
The 179,790 shares of common stock of Kewaunee
(the “Shares”) reported in this Schedule 13D were purchased by the Trust for $3,442,048 using available funds.
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Item 4.
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Purpose of Transaction.
|
The Trust acquired the Shares for investment
purposes. The Trust continually reviews the performance of this investment and its investment alternatives. As part of the ongoing
review of its investment in the Shares, the Trust may explore from time to time a variety of alternatives, including the acquisition
of additional securities of Kewaunee, or the disposition of securities of Kewaunee in the open market or in privately negotiated
transactions. The Trust may explore, support, sponsor or promote other alternatives with respect to this investment in the Shares,
including but not limited to an extraordinary corporate transaction involving Kewaunee, other changes in the present board of directors
or management of Kewaunee, changes in management’s compensation, or changes in Kewaunee’s business or corporate structure.
As a substantial shareholder, the Trust expects to communicate from time to time in the future to management and the board of directors
its views as to matters that the Trust believes will benefit Kewaunee and its shareholders.
Although the prior paragraph reflects activities
presently contemplated by the Trust with respect to Kewaunee, the Trust’s plans may change at any time, and the Trust may
not take any of the actions referred to above.
Except as set forth above, as of the date
of this Schedule 13D, the Trust does not have any plan or proposal that relates to or would result in:
(a) The acquisition by any person of additional
securities of Kewaunee, or the disposition of securities of Kewaunee;
CUSIP No. 492854104
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Page 4 of 5 Pages
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(b) An extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving Kewaunee or any of its subsidiaries;
(c) A sale or transfer of a material amount
of assets of Kewaunee or any of its subsidiaries;
(d) Any change in the present board of
directors or management of Kewaunee, including any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of Kewaunee;
(f) Any other material change in Kewaunee’s
business or corporate structure;
(g) Changes in Kewaunee’s charter,
bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Kewaunee by any person;
(h) Causing a class of securities of Kewaunee
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;
(i) A class of equity securities of Kewaunee
becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those
enumerated above.
Notwithstanding the foregoing, the Trust
reserves the right to effect any such actions as it may deem necessary or appropriate in the future.
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Item 5.
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Interest in Securities of the Issuer.
|
The Trust owns 179,790 shares of Kewaunee
common stock, representing 6.5% of Kewaunee’s outstanding common stock. Mrs. Zucker, as trustee of the Trust, has sole voting,
investment and dispositive power with respect to these shares.
The Trust purchased 42,390 shares of Kewaunee’s
stock on October 22, 2019 for $15.40 a share through a broker. The Trust has not engaged in any other transactions in Kewaunee’s
stock in the sixty days preceding the date of this Schedule 13D.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Not applicable.
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Item 7.
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Material to be Filed as Exhibits.
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Not applicable.
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 October 30, 2019
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/s/ Anita G. Zucker
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|
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By Anita G. Zucker, as Trustee for
|
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The Article 6 Marital Trust
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