UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 35)*
THE OHIO ART COMPANY
--------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
677143 10 9
-----------
(CUSIP Number)
*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 in 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 of 7 Pages
SCHEDULE 13G
CUSIP No. 677143 10 9
______________________________________________________________________________
1 NAME OF REPORTING PERSON
William Carpenter Killgallon
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) /X/
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U. S. A.
______________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
138,207
SHARES ______________________________________________________
6 SHARED VOTING POWER
BENEFICIALLY
9,720
OWNED BY ______________________________________________________
7 SOLE DISPOSITIVE POWER
EACH
138,207
REPORTING ______________________________________________________
8 SHARED DISPOSITIVE POWER
PERSON WITH
9,720
______________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,207
______________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
/X/
______________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.59%
______________________________________________________________________________
12 TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2 of 7 Pages
SCHEDULE 13G
CUSIP No. 677143 10 9
______________________________________________________________________________
1 NAME OF REPORTING PERSON
Martin Lawrence Killgallon,II
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) /X/
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U. S. A.
______________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
201,673
SHARES ______________________________________________________
6 SHARED VOTING POWER
BENEFICIALLY
9,720
OWNED BY ______________________________________________________
7 SOLE DISPOSITIVE POWER
EACH
201,673
REPORTING ______________________________________________________
8 SHARED DISPOSITIVE POWER
PERSON WITH
9,720
______________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
201,673
______________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
/X/
______________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.74%
______________________________________________________________________________
12 TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3 of 7 Pages
Item 1(a) Name of Issuer:
The Ohio Art Company
Item 1(b) Address of Issuer's Principal Executive Offices:
P.O. Box 111 Bryan, OH 43506
Item 2(a) Name of Each of the Persons Filing this Statement:
William Carpenter Killgallon
Martin Lawrence Killgallon, II
Item 2(b) Address of the Principal Business Office of Each of the Persons
Filing this Statement:
P.O. Box 111 Bryan, OH 43506
Item 2(c) Citizenship:
Each person filing this statement is a citizen of the United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
677143 10 9
Item 3. Not Applicable.
4 of 7 Pages
Item 4. Ownership:
c) Number of shares as to which such person has:
------------------------------------------------------
(i) (ii) (iii) (iv)
Sole Shared Sole Power Shared Power
(a) (b) Power Power to Dispose to Dispose
Amount to Vote to Vote or to or to
Benefi- Percent or to or to Direct the Direct the
cially of Direct Direct Disposition Disposition
Owned Class the Vote the Vote of of
------- ------- -------- -------- ----------- ------------
William Carpenter Killgallon 138,207 15.59 138,207 9,720 138,207 9,720
(1) (3) (4)
Martin Lawrence Killgallon,II 201,673 22.74 201,673 9,720 201,673 9,720
(2) (3) (4)
5 of 7 Pages
Item 4. (Cont.)
(1) Does not include 10,617 shares owned by wife; nor 200 custodial shares for
grandson; nor 75,710 shares held in trust by wife for sons and daughters.
Includes 1,200 shares owned by Killgallon Foundation of which William
Carpenter Killgallon is an officer and director.
(2) Includes 33,300 shares held for children of Martin Lawrence Killgallon, II,
as to which beneficial ownership is disclaimed, but does not include
2,329 shares owned by wife nor 31,945 shares held by adult children.
Includes 1,200 shares owned by Killgallon Foundation of which Martin
Lawrence Killgallon, II is an officer and director.
(3) 6,098 of these shares are held for William C. Killgallon's account in the
company's ESOP and 5,924 of these shares are held for M. L. Killgallon,
II's account in the company's ESOP.
(4) These shares reflect unallocated shares held in the ESOP as to which
William C. Killgallon and Martin L. Killgallon, II, as trustees and members
of the Plan Committee have shared investment and voting.
Item 5. Ownership of Five Percent or Less of a Class: Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
The minor children of Martin Lawrence Killgallon, II have the right to
receive the income and proceeds from 33,300 shares held for them. The
Killgallon Foundation has the right to receive the income and proceeds from
1,200 shares reported herein as beneficially owned by William Carpenter
Killgallon and Martin Lawrence Killgallon, II.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company: Not
applicable.
Item 8. Identification and Classification of Member of the Group:
William Carpenter Killgallon and Martin Lawrence Killgallon, II are
siblings. The affairs of The Ohio Art Company are from time to time
discussed by the family members, but each party hereto has sole control
of the shares listed herein as owned by such party and disclaims being a
member of a "group" within the meaning of Section 13 of the Securities
and Exchange Act.
6 of 7 Pages
Item 9. Notice of Dissolution of Group: Not applicable
Item 10. Certification:
SIGNATURE
Each of the undersigned hereby constitutes and appoints M. L.
Killgallon, II and William Carpenter Killgallon and each of them, their true and
lawful agent and attorney-in-fact, for them and in their name, place, and stead
in any and all capacities to sign, file, and deliver any amendment or papers
filed by the undersigned with the Securities and Exchange Commission, including
all exhibits thereto, as fully to all intents and purposes as they might do in
person, and thereby ratify and confirm all that said agent and attorney-in-fact
may lawfully do or cause to be done by virtue of such constitution and
appointment.
Dated: February 14, 2005
/s/ William C. Killgallon
----------------------------------
William Carpenter Killgallon
/s/ Martin L. Killgllon, II
----------------------------------
Martin L.Killgallon, II
Attention: Intentional mis-statements or omissions of fact constitute federal
criminal violations. (See 18 U.S.C. 1001)
7 of 7 Pages