1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 7)*
Under the Securities Exchange Act of 1934
AER Energy Resources, Inc.
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(Name of Issuer)
Common Stock, no par value
Series A Convertible Preferred Stock, no par value
Series B Convertible Preferred Stock, no par value
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(Title of Class of Securities)
Common Stock: 000944 10 8
Series A Convertible Preferred Stock: None
Series B Convertible Preferred Stock: None
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(CUSIP Number)
Mark D. Kaufman, Esq.
Sutherland Asbill & Brennan LLP
999 Peachtree Street, N.E.
Atlanta, Georgia 30309-3996
(404) 853-8107
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 27, 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), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*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). The Exhibit Index is located immediately following page 35 of this
filing.
2
SCHEDULE 13D
------------------------------ --------------------------------
CUSIP No. 000944 10 8 Page __2__of __35___ Pages
------------------------------ --------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
JON A. LINDSETH
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
-------------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES COMMON STOCK: 12,487,397
BENEFICIALLY SERIES A CONVERTIBLE PREFERRED STOCK: 202,250
OWNED BY SERIES B CONVERTIBLE PREFERRED STOCK: 102,250
EACH
REPORTING --------------------------------------------------
PERSON
WITH
8 SHARED VOTING POWER
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
COMMON STOCK: 12,487,397
SERIES A CONVERTIBLE PREFERRED STOCK: 202,250
SERIES B CONVERTIBLE PREFERRED STOCK: 102,250
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 12,487,397
SERIES A CONVERTIBLE PREFERRED STOCK: 202,250
SERIES B CONVERTIBLE PREFERRED STOCK: 102,250
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK: 40.6%
SERIES A CONVERTIBLE PREFERRED STOCK: 50.0%
SERIES B CONVERTIBLE PREFERRED STOCK: 100.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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3
SCHEDULE 13D
-------------------------------------------------------------------------------
CUSIP No. 000944 10 8 Page __3__ of __35_ Pages
---------------------------- -------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
THE KINDT-COLLINS COMPANY
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
--------------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES COMMON STOCK: 212,994
BENEFICIALLY
OWNED BY ---------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
COMMON STOCK: 212,994
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 212,994
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK: 0.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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4
SCHEDULE 13D
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CUSIP No. 000944 10 8 Page __4__ of _35__ Pages
----------------------- ------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
AER PARTNERS
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES COMMON STOCK: 3,189,915
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
COMMON STOCK: 3,189,915
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 3,189,915
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK: 12.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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5
SCHEDULE 13D
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CUSIP No. 000944 10 8 Page __5__ of __35__ Pages
------------------------------ -------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ELMWOOD PARTNERS II
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES COMMON STOCK: 8,933,258
BENEFICIALLY SERIES A CONVERTIBLE PREFERRED STOCK: 202,250
OWNED BY SERIES B CONVERTIBLE PREFERRED STOCK: 102,250
EACH
REPORTING --------------------------------------------------
PERSON
WITH 8 SHARED VOTING POWER
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
COMMON STOCK: 8,933,258
SERIES A CONVERTIBLE PREFERRED STOCK: 202,250
SERIES B CONVERTIBLE PREFERRED STOCK: 102,250
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 8,933,258
SERIES A CONVERTIBLE PREFERRED STOCK: 202,250
SERIES B CONVERTIBLE PREFERRED STOCK: 102,250
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK: 29.2%
SERIES A CONVERTIBLE PREFERRED STOCK: 50.0%
SERIES B CONVERTIBLE PREFERRED STOCK: 100.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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6
SCHEDULE 13D
------------------------------------------------------------------------------
CUSIP No. 000944 10 8 Page __6__ of __35__ Pages
-------------------------- --------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BATTERY PARTNERS
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
--------------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES COMMON STOCK: 121,230
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
COMMON STOCK: 121,230
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 121,230
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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7
SCHEDULE 13D
--------------------------------------------------------------------------------
CUSIP No. 000944 10 8 Page __7__ of __35___ Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
JON A. LINDSETH, TRUSTEE UNDER JON A. LINDSETH TRUST AGREEMENT DATED
APRIL 25, 1986, AS MODIFIED
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
--------------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES COMMON STOCK: 12,244,403
BENEFICIALLY SERIES A CONVERTIBLE PREFERRED STOCK: 202,250
OWNED BY SERIES B CONVERTIBLE PREFERRED STOCK: 102,250
EACH
REPORTING ---------------------------------------------------
PERSON
WITH 8 SHARED VOTING POWER
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
COMMON STOCK: 12,244,403
SERIES A CONVERTIBLE PREFERRED STOCK: 202,250
SERIES B CONVERTIBLE PREFERRED STOCK: 102,250
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 12,244,403
SERIES A CONVERTIBLE PREFERRED STOCK: 202,250
SERIES B CONVERTIBLE PREFERRED STOCK: 102,250
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK: 40.0%
SERIES A CONVERTIBLE PREFERRED STOCK: 50.0%
SERIES B CONVERTIBLE PREFERRED STOCK: 100.0%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
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8
Item 1. SECURITY AND ISSUER.
The equity securities to which this Amendment No. 7 ("Amendment No. 7")
to Schedule 13D relates are shares of common stock, no par value (the "Common
Stock"), shares of Series A Convertible Preferred Stock, no par value (the
"Preferred Stock") and shares of Series B Convertible Preferred Stock, no par
value (the "Series B Preferred Stock"), of AER Energy Resources, Inc., a Georgia
corporation ("AER Energy"). The address of AER Energy's principal executive
office is 4600 Highlands Parkway, Suite G, Smyrna, Georgia 30082.
Item 2. IDENTITY AND BACKGROUND.
(a)-(c) The persons filing this Amendment No. 7 are Jon A. Lindseth
("Mr. Lindseth"), Jon A. Lindseth, Trustee, under the Jon A. Lindseth Trust
Agreement dated April 25, 1986, as modified (the "Trustee", with the Ohio trust
created under such agreement referred to as the "Trust"), The Kindt-Collins
Company, a Delaware corporation ("Kindt-Collins"), and Elmwood Partners II
("Elmwood"), Battery Partners ("Battery Partners") and AER Partners ("AER
Partners"), all Ohio partnerships. Mr. Lindseth is the Trustee of the Trust, the
Chairman of the Board of Directors of Kindt-Collins and the Managing Partner of
each of AER Partners, Battery Partners and Elmwood.
Amendment No. 7 is being filed pursuant to Exchange Act Rules
13d-1(k)(1) and 13d-2 to report the purchase by Elmwood of 102,250 shares of
Series B Preferred Stock and a warrant (the "Warrant") to purchase 776,699
shares of Common Stock on February 27, 2001.
THE TRUST:
The Trust is a revocable trust created to manage and invest certain
assets for the benefit of Mr. Lindseth (and to transfer such assets upon his
death to specified beneficiaries). The principal business address of the Trustee
is Jon A. Lindseth, Trustee under Jon A. Lindseth Trust Agreement dated April
25, 1986, as modified, c/o The Kindt-Collins Company, 12651 Elmwood Avenue,
Cleveland, Ohio 44111.
Each of Elmwood, Battery Partners and AER Partners are investment
partnerships which are composed of substantially the same partners. The
principal place of business and principal office of Elmwood, Battery Partners
and AER Partners is 12651 Elmwood Avenue, Cleveland, Ohio 44111.
Page 8 of 35
9
KINDT-COLLINS:
Kindt-Collins is engaged in the business of manufacturing and
distributing products for use in the metal casting industry, including
industrial grade wax, aluminum casting patterns, and related abrasives, plastics
and lumber. The principal place of business and principal office of
Kindt-Collins is located at 12651 Elmwood Avenue, Cleveland, Ohio 44111.
The following tables set forth certain information as to the executive
officers and directors of Kindt-Collins and the general partners of AER Partners
and Elmwood, including their business addresses and principal occupations.
Position with Kindt-Collins
Name and Business Address and Principal Occupation
------------------------- ------------------------
Jon A. Lindseth Chairman of the Board and
The Kindt-Collins Company Treasurer
12651 Elmwood Avenue
Cleveland, OH 44111
Leo L. Kovachic Director and President
The Kindt-Collins Company
12651 Elmwood Avenue
Cleveland, OH 44111
Joseph D. Sullivan Director and Secretary;
Calfee, Halter & Griswold Partner, Calfee, Halter,
1800 Society Building & Griswold
Cleveland, OH 44114
AER PARTNERS:
Although AER Partners is organized as a general partnership, the
partnership agreement delegates the authority to vote and decide the disposition
of any securities owned by the partnership to either of Mr. Lindseth
(individually or as the Trustee) and his son, Mr. Steven W. Lindseth (as
trustee), as co-Managing Partners. As a practical matter, Mr. Lindseth acts as
the Managing Partner of AER Partners. Certain information regarding the general
partners of AER Partners is set forth below.
Page 9 of 35
10
Position with Partnership
Name and Business Address and Principal Occupation
------------------------- ------------------------
Jon A. Lindseth, Trustee Managing Partner; Mr.
under Jon A. Lindseth Trust Lindseth is Chairman of the
Agreement dated April 25, Board and Treasurer, Kindt-
1986, as modified Collins
c/o Jon A. Lindseth
The Kindt-Collins Company
12651 Elmwood Avenue
Cleveland, Ohio 44111
Virginia M. Lindseth (spouse Partner
of Jon A. Lindseth), Trustee
under Virginia M. Lindseth
Trust Agreement dated April 25,
1986, as modified
46155 Fairmount Boulevard
Hunting Valley, OH 44022
Andrew M. Lindseth Partner; Chairman of the
ImageScan, Inc. Board, ImageScan, Inc.
Suite 109
103 Carnegie Center
Princeton, NJ 08540
Steven W. Lindseth, Trustee Partner; Steven W. Lindseth
under Steven W. Lindseth Trust is President, Complient, LLC
Agreement dated March 1, 1989, and Director, Nextec
as modified Applications, Inc.
Complient, LLC
4543 Taylor Lane
Warrensville Heights, OH 44128
Karen L. Parker, Trustee Partner
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified
240 Old Green Bay Road
Glencoe, IL 60022
Page 10 of 35
11
Peter L. Lindseth, Trustee Partner; Peter L. Lindseth is
under Peter L. Lindseth an associate professor at
Declaration of Trust University of Connecticut
dated May 12, 1994 School of Law.
University of Connecticut School
of Law
65 Elizabeth Street
Hartford, CT 06105-2290
Sullivan Family Limited Partner; Mr. Sullivan and his
Partnership spouse, Sandra H. Sullivan,
c/o Joseph D. Sullivan are the general partners of
Calfee, Halter & Griswold the Sullivan Family Limited
1800 Society Building Partnership.
Cleveland, OH 44114
Joseph D. Sullivan Trustee Partner; Mr. Sullivan is a
UAW Mary M. Sullivan dtd partner of Calfee, Halter &
December 24, 1975 Griswold.
c/o Joseph D. Sullivan
Calfee, Halter & Griswold
1800 Society Building
Cleveland, OH 44114
Louise A. Phillips, Successor Partner
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20,
1992
16932 Clifton Blvd.
Lakewood, OH 44107
Mary E. Gail Trust Partner
c/o Louise A. Phillips, Trustee
1501 Raven Drive
Wasilla, AK 99654
Ann M. Rich Trust Partner
c/o Louise A. Phillips, Trustee
16932 Clifton Blvd.
Lakewood, OH 44107
Susan K. Salo Trust Partner
c/o Louise A. Phillips, Trustee
16932 Clifton Blvd.
Lakewood, OH 44107
Page 11 of 35
12
Louise I. Palmer Trust Partner
c/o Louise A. Phillips, Trustee
16932 Clifton Blvd.
Lakewood, OH 44107
Edvins Auzenbergs, Trustee Partner; Mr. Auzenbergs is
Under Edvins Auzenbergs retired.
Declaration of Trust
dated August 11, 1995
23301 Wingfoot Drive
Westlake, OH 44145-4380
Leo L. Kovachic Partner; President,
The Kindt-Collins Company Kindt-Collins
12651 Elmwood Avenue
Cleveland, OH 44111
Leonard A. Principe Partner; Sales Manager,
The Kindt-Collins Company Kindt-Collins
12651 Elmwood Avenue
Cleveland, OH 44111
BATTERY PARTNERS:
Although Battery Partners is organized as a general partnership, the
partnership agreement delegates the authority to vote and decide the disposition
of any securities owned by the partnership to either of Mr. Lindseth
(individually or as the Trustee) and his son, Mr. Steven W. Lindseth (as
trustee), as co-Managing Partners. As a practical matter, Mr. Lindseth acts as
the Managing Partner of Battery Partners. Certain information regarding the
general partners of Battery Partners is set forth below.
Position with Partnership
Name and Business Address and Principal Occupation
------------------------- -------------------------
Jon A. Lindseth, Trustee Managing Partner; Mr.
under Jon A. Lindseth Trust Lindseth is Chairman of the
Agreement dated April 25, Board and Treasurer, Kindt-
1986, as modified Collins
c/o Jon A. Lindseth
The Kindt-Collins Company
12651 Elmwood Avenue
Cleveland, Ohio 44111
Page 12 of 35
13
Virginia M. Lindseth (spouse Partner
of Jon A. Lindseth), Trustee
under Virginia M. Lindseth
Trust Agreement dated April 25,
1986, as modified
46155 Fairmount Boulevard
Hunting Valley, OH 44022
Andrew M. Lindseth Partner; Chairman of the
ImageScan, Inc. Board, ImageScan, Inc.
Suite 109
103 Carnegie Center
Princeton, NJ 08540
Steven W. Lindseth, Trustee Partner; Steven W. Lindseth
under Steven W. Lindseth Trust is President, Complient, LLC
Agreement dated March 1, 1989, and Director, Nextec
as modified Applications, Inc.
Complient, LLC
4543 Taylor Lane
Warrensville Heights, OH 44128
Sharon H. Lindseth (spouse of Partner
Steven W. Lindseth)
1820 County Line Road
Gates Mills, OH 44040
Karen L. Parker, Trustee Partner
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified
240 Old Green Bay Road
Glencoe, IL 60022
Stephen C. Parker (spouse of Partner
Karen L. Parker)
240 Old Green Bay Road
Glencoe, IL 60022
Peter L. Lindseth, Trustee Partner; Peter L. Lindseth is
under Peter L. Lindseth an associate professor at the
Declaration of Trust, University of Connecticut
dated May 12, 1994 School of Law.
University of Connecticut
School of Law
65 Elizabeth Street
Hartford, CT 06105-2290
Page 13 of 35
14
Joseph D. Sullivan, Trustee Partner; Mr. Sullivan is a
UAW Mary M. Sullivan dtd partner of Calfee, Halter &
December 24, 1975 Griswold.
Calfee, Halter & Griswold
1800 Society Building
Cleveland, OH 44114
Joseph D. Sullivan, Trustee Partner; Mr. Sullivan is a
for Stephanie D. Sullivan partner of Calfee, Halter &
Calfee, Halter & Griswold Griswold.
1800 Society Building
Cleveland, OH 44114
Joseph D. Sullivan, Trustee Partner; Mr. Sullivan is a
for Laura W. Sullivan partner of Calfee, Halter &
Calfee, Halter & Griswold Griswold.
1800 Society Building
Cleveland, OH 44114
Joseph D. Sullivan, Trustee Partner; Mr. Sullivan is a
for M. Hannah Sullivan partner of Calfee, Halter &
Calfee, Halter & Griswold Griswold.
1800 Society Building
Cleveland, OH 44114
Joseph D. Sullivan, Trustee Partner; Mr. Sullivan is a
for J. D. Sullivan, Jr. partner of Calfee, Halter &
Calfee, Halter & Griswold Griswold.
1800 Society Building
Cleveland, OH 44114
Louise A. Phillips, Successor Partner
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20,
1992
7753 East Bowie Road
Scottsdale, AZ 85258
Mary E. Gail Trust Partner
c/o Louise A. Phillips, Trustee
1501 Raven Drive
Wasilla, AK 99654
Ann M. Rich Partner
15 Warwick Lane
Rocky River, OH 44116
Page 14 of 35
15
Susan K. Salo Partner
1 Windsor Court
Rocky River, OH 44116
Louise I. Palmer Partner
Main Street
Beckett, MA 01223
Edvins Auzenbergs, Trustee Partner; Mr. Auzenbergs is
under Edvins Auzenbergs retired.
Declaration of Trust dated
August 11, 1995
23301 Wingfoot Drive
Westlake, OH 44145-4380
Leo L. Kovachic Partner; President,
The Kindt-Collins Company Kindt-Collins
12651 Elmwood Avenue
Cleveland, OH 44111
Leonard A. Principe Partner; Sales Manager,
The Kindt-Collins Company Kindt-Collins
12651 Elmwood Avenue
Cleveland, OH 44111
John M. Trenary Partner
7320 Tamarisk Drive
Fort Collins, CO 80525-9195
Patricia R. Westbrook Partner
1082 Baliff Court
Atlanta, GA 30319
Lisa A. Martina Trust Partner
276 Riverside Drive #10D
New York, NY 10025
Janice M. Trenary Partner
5746 Crestwood Drive
Fort Collins, CO 80525
ELMWOOD:
Although Elmwood is organized as a general partnership, the partnership
agreement delegates the authority to vote and decide
Page 15 of 35
16
the disposition of any securities owned by the partnership to either of Mr.
Lindseth (individually or as the Trustee) and his son, Mr. Steven W. Lindseth
(as trustee), as co-Managing Partners. As a practical matter, Mr. Lindseth acts
as the Managing Partner of Elmwood. Certain information regarding the general
partners of Elmwood is set forth below.
Position with Partnership
Name and Business Address and Principal Occupation
------------------------- -------------------------
Jon A. Lindseth, Trustee Managing Partner; Mr.
under Jon A. Lindseth Trust Lindseth is Chairman of the
Agreement dated April 25, Board and Treasurer, Kindt-
1986, as modified Collins.
c/o Jon A. Lindseth
The Kindt-Collins Company
12651 Elmwood Avenue
Cleveland, Ohio 44111
Virginia M. Lindseth (spouse Partner
of Jon A. Lindseth), Trustee
under Virginia M. Lindseth
Trust Agreement dated April 25,
1986, as modified
46155 Fairmount Boulevard
Hunting Valley, OH 44022
Andrew M. Lindseth Partner; Chairman of the
ImageScan, Inc. Board, ImageScan, Inc.
Suite 109
103 Carnegie Center
Princeton, NJ 08540
Steven W. Lindseth, Trustee Partner; Steven W. Lindseth
under Steven W. Lindseth Trust is President, Complient, LLC
Agreement dated March 1, 1989, and Director, Nextec
as modified Applications, Inc.
Complient, LLC
4543 Taylor Lane
Warrensville Heights, OH 44128
Karen L. Parker, Trustee Partner
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified
240 Old Green Bay
Glencoe, IL 60022
Page 16 of 35
17
Peter L. Lindseth, Trustee Partner; Peter L. Lindseth is
under Peter L. Lindseth an associate professor at the
Declaration of Trust, University of Connecticut
dated May 12, 1994 School of Law.
University of Connecticut
School of Law
65 Elizabeth Street
Hartford, CT 06105-2290
Joseph D. Sullivan, Trustee Partner; Mr. Sullivan is a
under Joseph D. Sullivan partner of Calfee, Halter &
Declaration of Trust dated Griswold.
April 7, 1984, as modified
Calfee, Halter & Griswold
1800 Society Building
Cleveland, OH 44114
Sandra H. Sullivan (spouse of Partner
Joseph D. Sullivan), Trustee
under Sandra H. Sullivan
Declaration of Trust dated
April 7, 1984, as modified
9040 Little Mountain Road
Kirtland Hills, Ohio 44060
Louise A. Phillips, Successor Partner
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20,
1992
7753 East Bowie Road
Scottsdale, AZ 85258
Edvins Auzenbergs, Trustee Partner; Mr. Auzenbergs is
under Edvins Auzenbergs retired.
Declaration of Trust dated
August 11, 1995
23301 Wingfoot Drive
Westlake, OH 44145-4380
Leo L. Kovachic Partner; President,
The Kindt-Collins Company Kindt-Collins
12651 Elmwood Avenue
Cleveland, OH 44111
Page 17 of 35
18
Leonard A. Principe Partner; Sales Manager,
The Kindt-Collins Company Kindt-Collins
12651 Elmwood Avenue
Cleveland, OH 44111
In addition to serving as Chairman of the Board and Treasurer of
Kindt-Collins and Managing Partner of each of AER Partners, Battery Partners and
Elmwood, Mr. Lindseth serves as the Chairman of the Board of AER Energy, as well
as the Chairman of the Boards of each of Hines Flask Company and Shanafelt
Manufacturing Company, both of which serve the metal casting industry,
Complient, LLC, a limited liability company developing and marketing consumer
products, and as a director of Nextec Applications, Inc., a company formed to
develop products utilizing fabric coating technology. The principal business
addresses of each of these organizations (other than AER Energy) are as follows:
Hines Flask Company
3431 West 140th Street
Cleveland, OH 44111
Shanafelt Manufacturing Company
2600 Winfield Way, N.E.
Canton, OH 44705
Complient, LLC
4543 Taylor Lane
Warrensville Heights, OH 44128
Nextec Applications, Inc.
2611 Commerce Way
Vista, CA 92083
(d) Neither Kindt-Collins, Elmwood, Battery Partners, AER Partners, the
Trustee, the Trust nor any of the persons listed in the above tables, including
Mr. Lindseth, has been convicted during the last five years in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither Kindt-Collins, Elmwood, Battery Partners, AER Partners, the
Trustee, the Trust nor any of the persons listed in the above tables, including
Mr. Lindseth, has been a party during the last five years 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
Page 18 of 35
19
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
(f) All of the individuals named in the above tables are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented to include the following
additional information:
Elmwood purchased a total of 102,250 shares of Series B Preferred Stock
and the Warrant on February 27, 2001 for an aggregate purchase price of
$1,000,000 in cash. On February 20, 2001, Elmwood borrowed the funds to purchase
the Series B Preferred Stock from The Huntington National Bank. This loan is not
secured by any of the assets of Elmwood and bears interest at LIBOR plus 1.85%
per year (LIBOR initially being 5.58% per year), which may fluctuate daily. This
loan shall mature on April 5, 2004. This loan was unconditionally and fully
guaranteed by Kindt-Collins.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to include the following additional
information:
Mr. Lindseth, as a co-Managing Partner of Elmwood, directed the
separate purchase by Elmwood of 102,250 shares of Series B Preferred Stock and
the Warrant for investment purposes.
Kindt-Collins, Mr. Lindseth, the Trust, Elmwood, Battery Partners and
AER Partners own their respective AER Energy securities for investment purposes.
Mr. Lindseth, on behalf of himself, as the Trustee or as Managing
Partner of AER Partners, Elmwood or Battery Partners, may seek for investment
purposes to purchase additional shares of Common Stock or other series of
preferred stock of AER Energy in the open market or in privately negotiated
transactions.
Additionally, the number of shares of AER Common Stock deemed to be
beneficially owned by Mr. Lindseth, the Trustee and Elmwood due to the
conversion features of the shares of Series A Preferred Stock and Series B
Preferred Stock may automatically change from time to time without any action on
the part of such persons due to (i) fluctuations in the amount of accrued and
unpaid dividends with respect to the Series A Preferred Stock
Page 19 of 35
20
and the Series B Preferred Stock, which dividends may be converted into Common
Stock at the same conversion rate as the shares of stock upon which such
dividends accrued and (ii) the effect of certain anti-dilution and other terms
of such securities upon the conversion rate set forth therein. In addition, the
warrants purchased with such securities also contain exercise price adjustment
and anti-dilution provisions, which may cause the aggregate number of shares of
AER Common Stock that may be received upon the exercise in full of such warrants
to be adjusted.
Joseph D. Sullivan, on behalf of himself or certain Sullivan family
partnerships and trusts, may seek for investment purposes to purchase additional
shares of Common Stock in the open market or in privately negotiated
transactions.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended in its entirety to read as follows:
The percentages set forth below are based on 24,850,263 shares of
Common Stock outstanding as of the close of business on November 9, 2000 (as
reported in AER Energy's most recent Form 10-Q), plus, pursuant to Rule
13d-3(d)(1)(i), such additional number of shares that each person may acquire
within 60 days pursuant to the exercise of any option, warrant or right, the
conversion of any security or the power to revoke a trust or similar
arrangement.
(a) Kindt-Collins beneficially owns directly 212,994 shares of the
Common Stock, or 0.9% of the outstanding Common Stock, of which 112,994 shares
may be acquired pursuant to the exercise in full of a warrant that is
immediately exercisable.
AER Partners beneficially owns directly 3,189,915 shares of Common
Stock, or 12.8% of the outstanding Common Stock.
Elmwood beneficially owns directly 8,933,258 shares of Common Stock, or
29.2% of the outstanding Common Stock, of which (i) 1,246,734 shares may be
acquired (as of February 27, 2001) pursuant to the exercise in full of
immediately exercisable warrants (including the Warrant), (ii) 2,542,587 shares
may be acquired pursuant to the conversion in full of 202,250 shares of Series A
Preferred Stock, all of which are immediately convertible, and (iii) 1,985,437
shares may be acquired (as of February 27, 2001) pursuant to the conversion in
full of 102,250 shares of Series B Preferred Stock, all of which are immediately
Page 20 of 35
21
convertible. Elmwood beneficially owns 202,250 shares of Series A Preferred
Stock, or 50.0% of the outstanding Series A Preferred Stock. Elmwood also
beneficially owns 102,250 shares of Series B Preferred Stock, or 100.0% of the
outstanding Series B Preferred Stock.
Battery Partners beneficially owns directly 121,230 shares of Common
Stock, or 0.4% of the outstanding Common Stock.
The Trust beneficially owns indirectly, through its interests in AER
Partners, Elmwood and Battery Partners, 12,244,403 shares of Common Stock, or
40.0% of the outstanding Common Stock. As discussed above, Mr. Lindseth claims
beneficial ownership of all such shares indirectly owned by the Trust.
The partnership agreements among the partners of AER Partners, Elmwood
and Battery Partners delegate to Mr. Lindseth (individually or as the Trustee),
as a co-Managing Partner of each partnership, the authority to vote and decide
the disposition of shares of the Common Stock owned by AER Partners and Elmwood;
otherwise, Mr. Lindseth (individually and as Trustee) disclaims beneficial
ownership of (i) that percentage interest in the Common Stock attributed to the
partners of each of AER Energy and Elmwood as set forth in the foregoing tables,
other than the Trustee and Virginia M. Lindseth (Mr. Lindseth's spouse) as
Trustee under the Virginia M. Lindseth Trust Agreement dated April 25, 1986, as
modified (the "VML Trustee") and (ii) that percentage interest in the Common
Stock owned indirectly by the partners of Battery Partners (other than the
Trustee and the VML Trustee) through their respective ownership interests in
Battery Partners.
Steven W. Lindseth, Mr. Lindseth's son, is also a co-Managing Partner
of AER Partners, Elmwood Partners and Battery Partners. However, as a practical
matter Mr. Lindseth acts as Managing Partner and Steven W. Lindseth disclaims
beneficial ownership of (i) that percentage interest in the Common Stock
attributable to the partners of each of AER Partners and Elmwood Partners other
than himself as set forth in the foregoing tables and (ii) that percentage
interest in the Common Stock owned indirectly by the partners (other than
himself) of Battery Partners through their respective ownership interests in
Battery Partners.
The following table sets forth the allocation of shares of Common Stock
beneficially owned by AER Partners among all of its
Page 21 of 35
22
partners. However, except as otherwise provided, nothing contained herein shall
be an admission that any of such partners beneficially own such shares of Common
Stock.
Number of Shares Percentage
Percentage Partner of Common Stock Interest(1)
------------------ ---------------- -----------
Jon A. Lindseth, Trustee 1,490,120.9 6.0%
under Jon A. Lindseth Trust
Agreement dated April 25,
1986, as modified
Virginia M. Lindseth, Trustee 85,272.8 0.3
under Virginia M. Lindseth
Trust Agreement dated April
25, 1986, as modified
Andrew M. Lindseth 120,888.2 0.5
Steven W. Lindseth, Trustee 120,888.2 0.5
under Steven W. Lindseth Trust
Agreement dated March 1, 1989,
as modified
Karen L. Parker, Trustee 120,888.2 0.5
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified
Peter L. Lindseth, Trustee 120,888.2 0.5
under Peter L. Lindseth
Declaration of Trust, dated
May 12, 1994, as modified
Sullivan Family Limited 299,852.0 1.2
Partnership
Joseph D. Sullivan Trustee 229,179.0 0.9
UAW Mary M. Sullivan dtd
December 24, 1975
Louise A. Phillips, Successor 227,932.2 0.9
Trustee under Fletcher Family
Revocable Living Trust Agreement
dated February 20, 1992
Mary E. Gail Trust 28,709.2 0.1
Page 22 of 35
23
Ann M. Rich Trust 28,709.2 0.1
Susan K. Salo Trust 28,709.2 0.1
Louise I. Palmer Trust 28,709.2 0.1
Edvins Auzenbergs, Trustee 205,660.2 0.8
under Edvins Auzenbergs
Declaration of Trust
dated August 11, 1995
Leo L. Kovachic 33,439.9 0.1
Leonard A. Principe 20,067.8 0.1
-----------
(1) The percentages set forth below are based on 24,850,263 shares of
Common Stock outstanding as of the close of business on November 9,
2000 (as reported in AER Energy's most recent Form 10-Q), plus,
pursuant to Rule 13d-3(d)(1)(i), such additional number of shares that
each person may acquire within 60 days pursuant to the exercise of any
option, warrant or right, the conversion of any security or the power
to revoke a trust or similar arrangement.
The following table sets forth the allocation of shares of Common Stock
held by Elmwood among all of its partners. However, except as otherwise
provided, nothing contained herein shall be an admission that any of such
partners beneficially own such shares of Common Stock.
Number of Shares Percentage
Partner of Common Stock Interest(2)
------- ---------------- -----------
Jon A. Lindseth, Trustee 4,173,037.5 15.15%
under Jon A. Lindseth Trust
Agreement dated April 25,
1986, as modified
Virginia M. Lindseth, Trustee 238,803.9 0.96
under Virginia M. Lindseth
Trust Agreement dated April
25, 1986, as modified
Steven W. Lindseth, Trustee 338,543.7 1.35
under Steven W. Lindseth Trust
Agreement dated March 1, 1989,
as modified
Page 23 of 35
24
Andrew M. Lindseth 338,543.7 1.35
Karen L. Parker, Trustee 338,543.7 1.35
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified
Peter L. Lindseth, Trustee 338,543.7 1.35
under Peter L. Lindseth
Declaration of Trust, dated
May 12, 1994, as modified
Joseph D. Sullivan, Trustee 917,767.2 3.61
under Joseph D. Sullivan
Declaration of Trust dated
April 7, 1984, as modified
Sandra H. Sullivan, Trustee 563,769.0 2.24
under Sandra H. Sullivan
Declaration of Trust dated
April 7, 1984, as modified
Edvins Auzenbergs, Trustee 575,945.0 2.28
under Edvins Auzenbergs
Declaration of Trust dated
August 11, 1995
Louise A. Phillips, Successor 959,914.3 3.77
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20, 1992
Leonard A. Principe 56,199.1 0.23
Leo L. Kovachic 93,647.3 0.38
---------------
(2) The percentages set forth below are based on 24,850,263 shares of
Common Stock outstanding as of the close of business on November 9,
2000 (as reported in AER Energy's most recent Form 10-Q), plus,
pursuant to Rule 13d-3(d)(1)(i), such additional number of shares that
each person may acquire within 60 days pursuant to the exercise of any
option, warrant or right, the conversion of any security or the power
to revoke a trust or similar arrangement.
Page 24 of 35
25
The following table sets forth the allocation of shares of Series A
Preferred Stock held by Elmwood among all of its partners. However, except as
otherwise provided, nothing contained herein shall be an admission that any of
such partners beneficially own such shares of Series A Preferred Stock.
Number of Shares Percentage
Partner of Common Stock Interest(3)
------- ---------------- -----------
Jon A. Lindseth, Trustee 94,478.1 23.4%
under Jon A. Lindseth Trust
Agreement dated April 25,
1986, as modified
Virginia M. Lindseth, Trustee 5,406.5 1.3
under Virginia M. Lindseth
Trust Agreement dated April
25, 1986, as modified
Steven W. Lindseth, Trustee 7,664.7 1.9
under Steven W. Lindseth Trust
Agreement dated March 1, 1989,
as modified
Andrew M. Lindseth 7,664.7 1.9
Karen L. Parker, Trustee 7,664.7 1.9
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified
Peter L. Lindseth, Trustee 7,664.7 1.9
under Peter L. Lindseth
Declaration of Trust, dated
May 12, 1994, as modified
Joseph D. Sullivan, Trustee 20,778.4 5.1
under Joseph D. Sullivan
Declaration of Trust dated
April 7, 1984, as modified
Sandra H. Sullivan, Trustee 12,763.8 3.2
under Sandra H. Sullivan
Declaration of Trust dated
April 7, 1984, as modified
Page 25 of 35
26
Edvins Auzenbergs, Trustee 13,039.5 3.2
under Edvins Auzenbergs
Declaration of Trust dated
August 11, 1995
Louise A. Phillips, Successor 21,732.6 5.4
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20, 1992
Leonard A. Principe 1,272.4 0.3
Leo L. Kovachic 2,120.2 0.5
---------------
(3) The percentages set forth below are based on 404,500 shares of Series A
Preferred Stock outstanding as of February 27, 2001.
The following table sets forth the allocation of shares of Series B
Preferred Stock held by Elmwood among all of its partners. However, except as
otherwise provided, nothing contained herein shall be an admission that any of
such partners beneficially own such shares of Series B Preferred Stock.
Number of Shares Percentage
Partner of Common Stock Interest(4)
------- ---------------- -----------
Jon A. Lindseth, Trustee 47,764.6 46.7%
under Jon A. Lindseth Trust
Agreement dated April 25,
1986, as modified
Virginia M. Lindseth, Trustee 2,733.3 2.7
under Virginia M. Lindseth
Trust Agreement dated April
25, 1986, as modified
Steven W. Lindseth, Trustee 3,875.0 3.8
under Steven W. Lindseth Trust
Agreement dated March 1, 1989,
as modified
Andrew M. Lindseth 3,875.0 3.8
Karen L. Parker, Trustee 3,875.0 3.8
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified
Page 26 of 35
27
Peter L. Lindseth, Trustee 3,875.0 3.8
under Peter L. Lindseth
Declaration of Trust, dated
May 12, 1994, as modified
Joseph D. Sullivan, Trustee 10,504.8 10.3
under Joseph D. Sullivan
Declaration of Trust dated
April 7, 1984, as modified
Sandra H. Sullivan, Trustee 6,452.9 6.3
under Sandra H. Sullivan
Declaration of Trust dated
April 7, 1984, as modified
Edvins Auzenbergs, Trustee 6,592.3 6.4
under Edvins Auzenbergs
Declaration of Trust dated
August 11, 1995
Louise A. Phillips, Successor 10,987.2 10.7
Trustee under Fletcher Family
Revocable Living Trust
Agreement dated February 20, 1992
Leonard A. Principe 643.3 0.6
Leo L. Kovachic 1,071.9 1.0
---------------
(4) The percentages set forth below are based on 102,250 shares of Series B
Preferred Stock outstanding as of February 27, 2001.
The following table sets forth the allocation of shares of Common Stock
held by Battery Partners among all of its partners. However, except as otherwise
provided, nothing contained herein shall be an admission that any of such
partners beneficially own such shares of Common Stock.
Number of Shares Percentage
Partner of Common Stock Interest(5)
------- ---------------- -----------
Jon A. Lindseth, Trustee 33,753.7 0.14%
under Jon A. Lindseth Trust
Agreement dated April 25,
1986, as modified
Page 27 of 35
28
Virginia M. Lindseth, Trustee 2,859.6 0.01
under Virginia M. Lindseth
Trust Agreement dated April
25, 1986, as modified
Andrew M. Lindseth 4,053.7 0.02
Katherine S. Lindseth 4,053.7 0.02
Steven W. Lindseth, Trustee 4,053.7 0.02
under Steven W. Lindseth Trust
Agreement dated March 1, 1989,
as modified
Sharon H. Lindseth 4,053.7 0.02
Karen L. Parker, Trustee 4,053.7 0.02
under Karen L. Parker
Declaration of Trust dated
March 3, 1990, as modified
Stephen C. Parker 4,053.7 0.02
Peter L. Lindseth, Trustee 4,053.7 0.02
under Peter L. Lindseth
Declaration of Trust, dated
May 12, 1994, as modified
Joseph D. Sullivan Trustee 13,089.9 0.05
UAW Mary M. Sullivan dtd
December 24, 1975
J. D. Sullivan, Trustee 1,162.6 0.01
for Stephanie D. Sullivan
J. D. Sullivan, Trustee 1,162.6 0.01
for J. D. Sullivan, Jr
J. D. Sullivan, Trustee 1,162.6 0.01
for Laura W. Sullivan
J. D. Sullivan, Trustee 1,162.6 0.01
for M. Hannah Sullivan
Louise A. Phillips, Successor 6,843.8 0.03
Trustee under Fletcher Family
Revocable Living Trust Agreement
dated February 20, 1992
Page 28 of 35
29
Mary E. Gail Trust 1,162.6 0.01
Ann M. Rich 1,162.6 0.01
Susan K. Salo 1,162.6 0.01
Louise I. Palmer 1,162.6 0.01
Edvins Auzenbergs, Trustee 6,896.4 0.03
under Edvins Auzenbergs
Declaration of Trust
dated August 11, 1995
Leo L. Kovachic 6,290.4 0.03
Leonard A. Principe 673.6 0.003
John M. Trenary 3,030.8 0.01
Patricia R. Westbrook 3,030.8 0.01
Lise A. Martina Trust 4,053.7 0.02
Janice M. Trenary 3,030.9 0.01
---------------
(5) The percentages set forth below are based on 24,850,263 shares of
Common Stock outstanding as of the close of business on November 9,
2000 (as reported in AER Energy's most recent Form 10-Q), plus,
pursuant to Rule 13d-3(d)(1)(i), such additional number of shares that
each person may acquire within 60 days pursuant to the exercise of any
option, warrant or right, the conversion of any security or the power
to revoke a trust or similar arrangement.
Mr. Lindseth (individually and as the Trustee), as a co-Managing
Partner of each of AER Partners, Elmwood and Battery Partners, and as Chairman
of the Board of Kindt-Collins, may be deemed to have beneficial ownership of (i)
all the shares of Common Stock owned by each of AER Partners, Elmwood and
Kindt-Collins, (ii) all of the shares of Series A Preferred Stock and Series B
Preferred Stock owned by Elmwood, (iii) in the case of Mr. Lindseth
individually, 30,000 shares of Common Stock owned directly by him and (iv) in
the case of Mr. Lindseth both individually and as the Trustee, 121,230 shares of
Common Stock owned by Battery Partners, for an aggregate of [A] 12,487,397
shares of Common Stock in the case of Mr. Lindseth and [B]
Page 29 of 35
30
12,244,403 shares of Common Stock in the case of the Trustee. Generally, Mr.
Lindseth and the Trustee each disclaim beneficial ownership of that percentage
interest in the Common Stock, the Series A Preferred Stock and the Series B
Preferred Stock attributable to the partners (other than the Trustee and the VML
Trustee) of each of AER Partners, Elmwood and Battery Partners as further
described above.
Similarly, Steven W. Lindseth, Mr. Lindseth's son, as a co-Managing
Partner of each of AER Partners and Elmwood, may be deemed to have beneficial
ownership of all the shares of Common Stock, Series A Preferred Stock and Series
B Preferred Stock owned by each of AER Partners and Elmwood, as well as 121,230
shares of Common Stock owned by Battery Partners and 15,300 shares of common
stock that he owns directly, for an aggregate of 12,259,703 shares of Common
Stock (or 40.0% of the total shares outstanding). However, as a practical
matter, Mr. Lindseth, his father, acts as Managing Partner of such partnerships
and Steven W. Lindseth disclaims beneficial ownership of that percentage
interest in the Common Stock and Preferred Stock attributable to the partners
(other than himself) of AER Partners, Elmwood and Battery Partners as further
described above.
As a result of the transactions reported in this Amendment No. 7, Mr.
Lindseth's total beneficial ownership in AER Energy's Common Stock is now 40.6%
of the total shares outstanding and the Trustee's total beneficial ownership in
AER Energy's Common Stock is now 40.0% of the total shares outstanding (in each
case if all the shares Mr. Lindseth and the Trustee may be deemed to
beneficially own are included).
Mr. Joseph D. Sullivan owns 299,575 shares of Common Stock directly.
Mrs. Sandra H. Sullivan owns 120,000 shares of Common Stock directly. Mr. Joseph
D. Sullivan and Mrs. Sandra H. Sullivan each also (i) have an indirect interest
through the Waho Fund, a family general partnership, in a percentage of the
52,500 shares of Common Stock owned by such partnership corresponding to their
respective ownership interests in such partnership and (ii) have an indirect
interest through the Pine Fund Corporation, a corporation wholly owned by Mr.
and Mrs. Sullivan, in a percentage interest of the 20,000 shares of Common Stock
owned by such corporation corresponding to their respective ownership interests
in such corporation.
Mr. Leo L. Kovachic owns 1,000 shares of Common Stock directly.
Page 30 of 35
31
(b) Kindt-Collins has the sole power to vote and direct the
disposition of the 212,994 shares of Common Stock it beneficially owns, and Mr.
Lindseth has sole voting and dispositive power with respect to these shares with
the other directors of Kindt-Collins listed in Item 2 above.
AER Partners, Elmwood and Battery Partners are all managed by Mr.
Lindseth (individually and as the Trustee). His son, Mr. Steven A. Lindseth,
also has, pursuant to the relevant partnership agreements, the power to vote and
direct the disposition of the Common Stock owned by such partnerships (for a
total of 12,244,403 shares of the Common Stock), but as a practical matter Mr.
Lindseth exercises this power.
Mr. Lindseth has sole voting and dispositive power with respect to the
30,000 shares owned by him.
Mr. Steven W. Lindseth has sole voting and dispositive control over the
15,300 shares of Common Stock he owns directly.
Mr. Joseph D. Sullivan has sole voting and dispositive control over:
(i) 299,575 shares of Common Stock he owns directly, (ii) 8,700 shares of Common
Stock he holds as Trustee for the Laura S. McKenna Trust dated April 1, 1984,
(iii) 10,000 shares he holds as Trustee for the Stephanie D. Sullivan Trust
dates May 28, 1986, (v) 52,500 shares of Common Stock owned by the Waho Fund, of
which Mr. Sullivan is a general partner (vi) 20,000 shares of Common Stock owned
by the Pine Fund Corporation, of which Mr. Sullivan is the President and (vii)
50,000 shares of Common Stock owned by the Sullivan Family Fund, a charitable
corporation; for a total of 440,775 shares of Common Stock.
Mrs. Sandra H. Sullivan has sole voting and dispositive control over
the 120,000 shares of Common Stock she owns directly.
Mr. Leo L. Kovachic has sole voting and dispositive power over the
1,000 shares he owns directly.
(c) None.
(d) Kindt-Collins is a subchapter S corporation and as such, each
of its shareholders has the right to receive dividends from, or the proceeds
form the sale of, its stock. AER Partners, Elmwood and Battery Partners are each
partnerships and as such, each of their respective partners (including the
Trustee) has the right to receive distributions from, or
Page 31 of 35
32
proceeds from the sale of, any Common Stock owned by such partnership. Such
interests of the Trustee relate to more than 5% of the Common Stock.
(e) Kindt-Collins ceased to be a beneficial owner of 5% or more of
the Common Stock on February 6, 1996, when it sold all but 212,994 of its shares
of Common Stock beneficially owned to Elmwood.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described herein or filed previously with respect to the
Schedule 13D, there are no new contracts, arrangements, understandings or
relationships with respect to the Common Stock.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT A Securities Purchase Agreement, dated February 27, 2001
EXHIBIT B Articles of Amendment to Articles of Incorporation of AER
Energy Resources, Inc., dated February 27, 2001
EXHIBIT C Warrant, dated February 27, 2001, to purchase 776,699 shares
of AER Common Stock
EXHIBIT D Promissory Note, dated February 20, 2001, issued by Elmwood
Partners II, as maker, to The Huntington National Bank, as
payee
EXHIBIT E Commercial Guaranty, between Kindt-Collins and The Huntington
National Bank
EXHIBIT F Securities Purchase Agreement, dated September 27, 2000(1)
EXHIBIT G Articles of Amendment to Articles of Incorporation of AER
Energy Resources, Inc., dated September 27, 2000(1)
EXHIBIT H Warrant, dated September 27, 2000, to purchase 470,035 shares
of AER Common Stock(1)
Page 32 of 35
33
EXHIBIT I Promissory Note, dated September 15, 2000, by Elmwood
Partners II, as maker, to The Kindt-Collins Company, as
payee(2)
EXHIBIT J Agreement with respect to joint filing of Amendment No. 7 to
Schedule 13D pursuant to Rule 13d-1(k)(1)(iii), dated March
12, 2001, by and among Jon A. Lindseth, Jon A. Lindseth,
Trustee under Jon A. Lindseth Trust Agreement, dated April 25,
1986, as modified, The Kindt-Collins Company, Elmwood Partners
II, Battery Partners and AER Partners
---------------
(1) Incorporated by reference from AER Energy Resources, Inc.'s Form 10-Q
for the quarter ended September 30, 2000 (File No. 0-21926), as filed
with the Securities and Exchange Commission on November 13, 2000.
(2) Incorporated by reference from Amendment No. 6 to Schedule 13D for Jon
A. Lindseth et al., as filed with the Securities and Exchange
Commission on December 8, 2000.
Page 33 of 35
34
SIGNATURES
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.
THE KINDT-COLLINS COMPANY
March 19, 2001 By: /s/ Jon A. Lindseth
-----------------------------------------
Jon A. Lindseth, Chairman
BATTERY PARTNERS
March 19, 2001 By: /s/ Jon A. Lindseth
-----------------------------------------
Jon A. Lindseth, under Jon A. Lindseth
Trust Agreement dated April 25, 1986,
as modified, Managing Partner
AER PARTNERS
March 19, 2001 By: /s/ Jon A. Lindseth
-----------------------------------------
Jon A. Lindseth, Trustee
under Jon A. Lindseth Trust
Agreement dated April 25, 1986,
as modified, Managing Partner
ELMWOOD PARTNERS II
March 19, 2001 By: /s/ Jon A. Lindseth
-----------------------------------------
Jon A. Lindseth, Trustee
under Jon A. Lindseth Trust
Agreement dated April 25, 1986,
as modified, Managing Partner
Page 34 of 35
35
JON A. LINDSETH, TRUSTEE UNDER JON A.
LINDSETH TRUST AGREEMENT DATED APRIL 25,
1986, AS MODIFIED
March 19, 2001 By: /s/ Jon A. Lindseth
----------------------------------------
Jon A. Lindseth, Trustee under Jon A.
Lindseth Trust Agreement dated April 25,
1986, as modified
March 19, 2001 /s/ Jon A. Lindseth
----------------------------------------
Jon A. Lindseth
Page 35 of 35
36
INDEX TO EXHIBITS
Exhibit Description of Exhibit
EXHIBIT A Securities Purchase Agreement, dated February 27, 2001
EXHIBIT B Articles of Amendment to Articles of Incorporation of AER
Energy Resources, Inc., dated February 27, 2001
EXHIBIT C Warrant, dated February 27, 2001, to purchase 776,699 shares
of AER Common Stock
EXHIBIT D Promissory Note, dated February 20, 2001, issued by Elmwood
Partners II, as maker, to The Huntington National Bank, as
payee
EXHIBIT E Commercial Guaranty, between Kindt-Collins and The Huntington
National Bank
EXHIBIT F Securities Purchase Agreement, dated September 27, 2000(1)
EXHIBIT G Articles of Amendment to Articles of Incorporation of AER
Energy Resources, Inc., dated September 27, 2000(1)
EXHIBIT H Warrant, dated September 27, 2000, to purchase 470,035 shares
of AER Common Stock(1)
EXHIBIT I Promissory Note, dated September 15, 2000, by Elmwood
Partners II, as maker, to The Kindt-Collins Company, as
payee(2)
EXHIBIT J Agreement with respect to joint filing of Amendment No. 7 to
Schedule 13D pursuant to Rule 13d-1(k)(1)(iii), dated
March 12, 2001, by and among Jon A. Lindseth, Jon A. Lindseth,
Trustee under Jon A. Lindseth Trust Agreement, dated
April 25, 1986, as modified, The Kindt-Collins Company,
Elmwood Partners II, Battery Partners and AER Partners
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(1) Incorporated by reference from AER Energy Resources, Inc.'s Form 10-Q
for the quarter ended September 30, 2000 (File No. 0-21926), as filed
with the Securities and Exchange Commission on November 13, 2000.
(2) Incorporated by reference from Amendment No. 6 to Schedule 13D for Jon
A. Lindseth et al., as filed with the Securities and Exchange
Commission on December 8, 2000.