Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

 

 

International Baler Corporation

(Name of Issuer)

 

Common Stock – $.01 par value per share

(Title of Class of Securities)

 

459041-10-9

(CUSIP Number)

 

Angela M. Darlington

1909 S Main Street

P.O. Box 218

Upland, Indiana 46989

(765) 998-8100

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

May 27, 2022

(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 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).

 

 

 

CUSIP No. 459041-10-9

SCHEDULE 13D/A

Page 2 of 8

 

 

1	NAME OF REPORTING PERSON   Leland E. Boren 2012 Revocable Delaware Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
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 of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 - (See Items 4 and 5(a), (b) and (e))
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 - (See Items 4 and 5(a), (b) and (e))

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK 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

 

 

CUSIP No. 459041-10-9

SCHEDULE 13D/A

Page 3 of 8

 

1	NAME OF REPORTING PERSON   Avis Industrial Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
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   United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 - (See Items 4 and 5(a), (b) and (e))
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 - (See Items 4 and 5(a), (b) and (e))

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK 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   CO

 

 

CUSIP No. 459041-10-9

SCHEDULE 13D/A

Page 4 of 8

 

1	NAME OF REPORTING PERSON   AIC Merger Sub, Inc. (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
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   United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK 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   CO

 

(1)

Effective on May 27, 2022, Reporting Person was merged out of existence pursuant to an Agreement and Plan of Merger, dated March 23, 2022, by and among the Issuer, Avis Industrial Corporation, an Indiana corporation (“Avis”), and Reporting Person, a wholly-owned subsidiary of Avis. As a result of the Merger, each share of Common Stock owned by Reporting Person was cancelled without Reporting Person receiving any consideration in exchange therefor. See Items 4 and 5(a), (b) and (e).

 

 

CUSIP No. 459041-10-9

SCHEDULE 13D/A

Page 5 of 8

 

EXPLANATORY NOTE

 

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) amends the Schedule 13D, filed with the U.S. Securities and Exchange Commission on April 29, 2019, by the Estate of Leland E. Boren (the “Estate”) and Avis Industrial Corporation, an Indiana corporation (“Avis”), relating to the shares of common stock, par value $0.01 per share (“Common Stock”) of International Baler Corporation, f/k/a Waste Technology Corp., a Delaware corporation (the “Issuer”), which Schedule 13D was previously amended on February 24, 2021, September 3, 2021, March 29, 2022 and May 25, 2022.

 

On April 20, 2022, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated March 23, 2022, by and among the Issuer, Avis and AIC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Avis (“Merger Sub”), Merger Sub commenced a tender offer (the “Offer”) for all of the issued and outstanding shares of Common Stock not owned by Avis. The Offer expired on May 19, 2022, at which time, Merger Sub accepted and made payment for a total of 613,766 shares of Common Stock that were validly tendered into the Offer and not withdrawn. On May 25, 2022, in order to facilitate the merger of Merger Sub with and into the Issuer as contemplated by the Merger Agreement (the “Merger”), Avis contributed to Merger Sub 4,205,158 shares of Common Stock owned by Avis. As a result of the Merger, which became effective on May 27, 2022, each share of Common Stock owned by Merger Sub was cancelled without Merger Sub receiving any consideration in exchange therefor.

 

STATEMENT ON SCHEDULE 13D/A

 

All information herein with respect to 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 Amendment No. 5 is filed by The Leland E. Boren 2012 Revocable Delaware Trust (the “Trust”), Avis Industrial Corporation, an Indiana corporation (“Avis”), and AIC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Avis (“Merger Sub” and, together with the Trust and Avis, the “Reporting Persons”). The Reporting Persons are filing jointly, pursuant to the provisions of Rule 13d-1(k)(1) under the Act.

 

(b)

The business address of the Leland E. Boren 2012 Revocable Delaware Trust is c/o Arden Trust Company, 2751 Centerville Road, Suite 400 Wilmington DE 19808. The principal business address and principal office address of each of Avis Industrial Corporation and AIC Merger Sub, Inc. 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. 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. Prior to the distribution of its assets, the Estate of Leland E. Boren was the controlling shareholder of Avis Industrial Corporation. Following such distribution on March 10, 2022, the Leland E. Boren 2012 Revocable Delaware Trust became the controlling shareholder of Avis.

 

 

CUSIP No. 459041-10-9

SCHEDULE 13D/A

Page 6 of 8

 

Avis Industrial Corporation’s principal business is to manufacture a broad range of products to serve the automotive, metalworking, off-highway, construction, energy, aerospace, recycling and consumer industries.

 

AIC Merger Sub, Inc. was formed by Avis for purposes of facilitating the transactions contemplated by the Merger Agreement.

 

(d)

None 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)

None 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 Leland E. Boren 2012 Revocable Delaware Trust is being administered pursuant to the laws of the State of Delaware 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. AIC Merger Sub, Inc. is a corporation organized under the laws of the State of Delaware in the United States of America. All of the persons listed in Schedule A are citizens of the United States of America.

 

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Avis Industrial Corporation and AIC Merger Sub, Inc. are set forth in Schedule A hereto and are incorporated herein by reference.

 

Item 3. – SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

No material change.

 

Item 4. – PURPOSE OF TRANSACTION

 

Item 4 of the Schedule 13D is further supplemented by the addition of the following:

 

Completion of the Merger.

 

Effective at 5:00 p.m., Eastern Time, on May 27, 2022 (the “Effective Time”), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation in the Merger. The Merger was governed by Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”) and was effected without a vote of the Company’s stockholders. At the Effective Time, each Share that was not owned by Avis, Merger Sub, the Issuer, or any stockholders of the Issuer who properly demanded appraisal pursuant to Section 262 of the DGCL in connection with the Merger was converted into the right to receive the Offer Price, without interest, less any applicable withholding taxes. Each Share owned by Avis, Merger Sub and the Issuer immediately prior to the Effective Time was cancelled and ceases to exist, without such parties receiving any consideration in exchange therefor.

 

The Issuer filed a Form 15 with the Securities and Exchange Commission on May 31, 2022, to commence the process of terminating the registration of the Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 

CUSIP No. 459041-10-9

SCHEDULE 13D/A

Page 7 of 8

 

Item 5. – INTEREST IN SECURITIES OF THE ISSUER

 

(a) - (b) Prior to the Effective Time, Merger Sub owned, and had the sole power to vote and the sole power to dispose of, 4,818,924 shares of Common Stock of the Issuer, representing 93.0% of the outstanding Common Stock (based on the number of shares of Common Stock outstanding as of May 27, 2022). While Avis was the sole stockholder of Merger Sub before it was merged out of existence and the Trust is the controlling shareholder of Avis, each disclaimed beneficial ownership of the shares of Common Stock held by Merger Sub except to the extent of its pecuniary interest therein.

 

(c)        Other than in connection with the Offer, the Merger and any other transactions described in this Amendment, 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.

 

(d) Not applicable.

 

(e) At the Effective Time, all shares of Common Stock owned by Merger Sub were cancelled without Merger Sub receiving any consideration in exchange therefor. Accordingly, at such time, Merger Sub ceased to be the beneficial owner of any shares of Common Stock.

 

Item 6. – CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

No material change.

 

Item 7. – MATERIAL TO BE FILED AS EXHIBITS

 

No material change.

 

[SIGNATURE PAGE FOLLOWS]

 

 

CUSIP No. 459041-10-9

SCHEDULE 13D/A

Page 8 of 8

 

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.

 

Dated: June 1, 2022

 

	LELAND E. BOREN 2012 REVOCABLE DELAWARE TRUST
	By:	/s/ Martha R. Songer
	Name:	Martha R. Songer
	Title:	Investment Direction Adviser
	By:	/s/ Angela M. Darlington
	Name:	Angela M. Darlington
	Title:	Investment Direction Adviser
	AVIS INDUSTRIAL CORPORATION
	By:	/s/ Angela M. Darlington
	Name:	Angela M. Darlington, Vice President-Secretary
	AIC MERGER SUB, INC., by its successor, International Baler Corporation
	By:	/s/ Gregory L. King
	Name:	Gregory L. King, President

 

 

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:

 

Ronald L. McDaniel Director, Chairman 1909 S. Main Street Upland, IN 46989		John G. Kuhnash Vice President and Chief Financial Officer 1909 S. Main Street Upland, IN 469889
Gregory L. King President and Chief Executive Officer 1909 S. Main Street Upland, IN 46989		Peggy L. Sheets Vice President-Benefits & Insurance 1909 S. Main Street Upland, IN 46989
Angela M. Darlington Director, Vice President-Secretary 1909 S. Main Street Upland, IN 46989		Diane Mahon Vice President-Human Resources 1909 S. Main Street Upland, IN 46989
Martha R. Songer Director 1909 S. Main Street Upland, IN 46989		Tracee L. Pennington Treasurer 1909 S. Main Street Upland, IN 46989
Lael E. Boren Director 1909 S. Main Street Upland, IN 46989		Dennis D. Carroll Director 1909 S. Main Street Upland, IN 46989
Craig A. Little Vice President-Engineering 314 North Jackson Street Jackson, MI 49201		Dan M. Barton Vice President – Strategic Performance Management 1909 S. Main Street Upland, IN 46989

 

 

AIC Merger Sub, Inc.:

 

Gregory L. King Director and President 1909 S. Main Street Upland, IN 46989		John G. Kuhnash Treasurer 1909 S. Main Street Upland, IN 469889
Richard VanDeusen Director 1909 S. Main Street Upland, IN 46989		Angela M. Darlington Secretary 1909 S. Main Street Upland, IN 46989