SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 22)
Under the Securities Exchange Act of 1934
Katy Industries, Inc.
(Name of Issuer)
Common Stock, One Dollar ($1.00) par value
(Title of Class of Securities)
486026107
(CUSIP Number)
Jonathan P. Johnson
President
CRL, Inc.
6300 S. Syracuse Way
Suite 300
Englewood, CO 80111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 19, 2001
(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) (f) or (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).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Wallace E. Carroll, Jr., and his descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
2,151
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
2, 151
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,151
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.024%
14. TYPE OF REPORTING PERSON
OO
2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll Trust U/A Dated 5/1/58
F/B/O Wallace E. Carroll, Jr., and his descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
603,000
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
603,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
603,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.78%
14. TYPE OF REPORTING PERSON
OO
3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll Trust U/A Dated 1/20/61
F/B/O Wallace E. Carroll, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
11,881
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
11, 881
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,881
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.134%
14. TYPE OF REPORTING PERSON
OO
4
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Lelia H. Carroll Trust U/A Dated 7/12/62
F/B/O Wallace E. Carroll, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
180,661
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
180, 661
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,661
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.03%
14. TYPE OF REPORTING PERSON
OO
5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wallace E. Carroll, Jr. Trust #2 U/A Dated 12/30/76
F/B/O Pamela Crigler, Susan Leonard, Margaret B.
Berzins,Wallace E. Carroll, III
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
762
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
762
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
762
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.0086%
14. TYPE OF REPORTING PERSON
OO
6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wallace E. Carroll Trust U/A Dated 12/20/79
F/B/O Pamela C. Crigler, Susan S. Leonard, Margaret B.
Berzins, Wallace E. Carroll, III
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
6,760
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
6,760
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,760
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.076%
14. TYPE OF REPORTING PERSON
OO
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur R. Miller
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
48,480
8. SHARED VOTING POWER
360,620
9. SOLE DISPOSITIVE POWER
48,480
10. SHARED DISPOSITIVE POWER
360,620
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14. TYPE OF REPORTING PERSON
IN
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRL, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
2,073,436
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
2,073,436
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,073,436
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
14. TYPE OF REPORTING PERSON
CO
9
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wallace E. Carroll, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
194,340
8. SHARED VOTING POWER
2,932,391
9. SOLE DISPOSITIVE POWER
194,340
10. SHARED DISPOSITIVE POWER
2,932,391
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,126,731
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.2%
14. TYPE OF REPORTING PERSON
IN
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amelia Carroll
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
20,830
8. SHARED VOTING POWER
3,131,901
9. SOLE DISPOSITIVE POWER
20,830
10. SHARED DISPOSITIVE POWER
3,131,901
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,152,731
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.5%
14. TYPE OF REPORTING PERSON
IN
11
AMENDMENT NO. 22
TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D/A relates to the common
stock, $1.00 par value per share (the "Shares"), of Katy Industries,
Inc. (the "Company"), whose principal executive offices are located at
6300 South Syracuse Way, Suite 300, Englewood, Colorado 80111.
ITEM 2. IDENTITY AND BACKGROUND.
This amended statement is jointly filed by, The Wallace E.
Carroll Trust U/A dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his
descendants (the "WEC, Jr. `57 Trust"), The Wallace E. Carroll Trust
U/A dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants
(the "WEC, Jr. `58 Trust"), Wallace E. Carroll Trust U/A dated 1/20/61
F/B/O Wallace E. Carroll, Jr. ("WEC, Jr. `61 Trust"), The Lelia H.
Carroll Trust U/A Dated 7/12/62 F/B/O Wallace Carroll, Jr. ("WEC, Jr.
`62 Trust"), Wallace E. Carroll Jr. Trust #2 U/A dated 12/30/76 F/B/O
descendants of Wallace E. Carroll, Jr. ("WEC, Jr. `76 Trust"), The
Wallace E. Carroll Trust U/A Dated 12/20/79 F/B/O the descendants of
Wallace E. Carroll, Jr. ("WEC, Jr. `79 Trust") (collectively, the
"WEC, Jr. Trusts"), Wallace E. Carroll, Jr., Amelia Carroll, Arthur R.
Miller and CRL, Inc. (collectively, the "Reporting Persons").
Each of the Reporting Persons has previously filed a
statement on Schedule 13D reporting beneficial ownership of more than
five percent (5%) of the class of securities described in Item 1. In
order to restate the ownership interests of the Reporting Persons
herein, this statement on Schedule 13D is filed jointly by those
Reporting Persons, but is, in fact, a continuation of the information
contained in the Schedule 13D initially filed by the Reporting
Persons.
ITEM 3. SOURCE OF FUNDS.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Effective March 19, 2001, Arthur R. Miller resigned as
director of CRL, Inc. and as trustee to the WEC, Jr. Trusts. Mr.
Miller may have been deemed a beneficial owner of the Shares in the
WEC, Jr. Trusts and CRL, Inc. This amended statement restates the
beneficial ownership of the WEC, Jr. Trusts and CRL, Inc. without Mr.
Miller serving as co-trustee and the resultant beneficial ownership of
Mr. Miller after his resignation, which amounts to less than five
percent. Mr. Miller continues to serve as a director and officer of
Katy Industries, Inc.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
This statement is filed with respect to Shares of the
Company in which any of the Reporting Persons have or share voting and
investment power. All of the information is presented as of the date
of Mr. Miller's resignation. Information concerning the number and
percentage of Shares beneficially owned by each of the Reporting
Persons is set forth on the cover pages of this statement, which are
incorporated herein by this reference in their entirety.
The following table indicates the direct and indirect
beneficial ownership:
% OF
NAME SHARES CLASS
Wallace E. Carroll, Jr., an individual resident 3,126,731 35.2%
of the State of Colorado
Amelia Carroll, an individual resident of the 3,152,731 35.5%
State of Colorado
The Wallace E. Carroll Trust U/A Dated 7/1/57 2,151 .024%
F/B/O Wallace E. Carroll, Jr. and his
descendants
The Wallace E. Carroll Trust U/A Dated 5/1/58 603,000 6.78%
F/B/O Wallace E. Carroll, Jr. and his
descendants
The Wallace E. Carroll Trust U/A Dated 1/20/61 11,881 .134%
F/B/O Wallace E. Carroll, Jr.
The Lelia H. Carroll Trust U/A Dated 7/12/62 180,661 2.03%
F/B/O Wallace E. Carroll, Jr.
The Wallace E. Carroll, Jr. Trust #2 U/A Dated 762 .0086%
12/30/76 F/B/O the descendants of Wallace E.
Carroll, Jr.
Wallace E. Carroll Trust U/A Dated 12/20/79 6,760 .076%
F/B/O the descendants of Wallace E. Carroll, Jr.
Arthur R. Miller 409,100 4.6%
CRL, Inc. 2,073,436 23.3%
Effective March 19, 2001, as a result of Mr. Miller's
resignation, Mr. Miller ceased to be the beneficial owner of more than
five percent (5%) of the Shares, and will hereafter cease to be a
Reporting Person hereunder.
(Signature Page Follows)
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
each of the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: March 29, 2001
The Wallace E. Carroll Trust U/A The Wallace E. Carroll Trust U/A
Dated 7/1/57 F/B/O Wallace E. Dated 5/1/58 F/B/O Wallace E.
Carroll, Jr. and his descendants Carroll, Jr. and his descendants
By: /s/ Wallace E. Carroll, Jr. By: /s/ Wallace E. Carroll, Jr.
--------------------------- ---------------------------
Wallace E. Carroll, Jr., Wallace E. Carroll, Jr.,
Trustee Trustee
The Wallace E. Carroll Trust U/A The Lelia H. Carroll Trust U/A
Dated 1/20/61 F/B/O Wallace E. Dated 7/12/62 F/B/O Wallace E.
Carroll, Jr. Carroll, Jr.
By: /s/ Wallace E. Carroll, Jr. By: /s/ Wallace E. Carroll, Jr.
--------------------------- ---------------------------
Wallace E. Carroll, Jr., Wallace E. Carroll, Jr.,
Trustee Trustee
The Wallace E. Carroll, Jr. Trust The Wallace E. Carroll Trust U/A
#2 U/A Dated 12/20/79 F/B/O the
Dated 12/30/76 F/B/O the descendants of
descendants of Wallace E. Carroll, Jr.
Wallace E. Carroll, Jr.
By: /s/ Philip E. Johnson By: /s/ Wallace E. Carroll, Jr.
--------------------------- ---------------------------
Philip E. Johnson, Trustee Wallace E. Carroll, Jr.,
Trustee
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CRL, Inc.
By: /s/ Jonathan P. Johnson
---------------------------------
Name: Jonathan P. Johnson
------------------------------
Title: President
------------------------------
/s/ Arthur R. Miller
-------------------------------------
Arthur R. Miller
/s/ Amelia Carroll
-------------------------------------
Amelia Carroll
/s/ Wallace E. Carroll, Jr.
-------------------------------------
Wallace E. Carroll, Jr.
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