SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.5)
TOR MINERALS INTERNATIONAL, INC.
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
433658101
---------
(CUSIP Number)
John S. Daniels
Attorney at Law
6440 North Central Expressway
Suite 503
Dallas, Texas 75206
(214) 368-9405
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 30, 2003
(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 Sections 240.13d-1(e), 240.132d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format should include a signed original and five
copies of the schedules, including all exhibits. See Rule 13d-7 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, but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP No. 433658101
(1) Names of reporting persons
S.S. or I.R.S. Identification Nos. of above persons
Megamin Ventures Sdn Bhd
(2) Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
(3) SEC use only
(4) Source of funds
WC
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
[ ]
(6) Citizenship or place of organization
Malaysia
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
1,753,000
(8) Shared voting power
0
(9) Sole dispositive power
1,753,000
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting person
1,753,000
(12) Check if the aggregate amount in Row (11) excludes certain shares
[ ]
(13) Percent of class represented by amount in Row (11)
24.7%
(14) Type of reporting person
CO
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CUSIP No. 433658101
(1) Names of reporting persons
S.S. or I.R.S. Identification Nos. of above persons
Lim Keng Kay
(2) Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
(3) SEC use only
(4) Source of funds
WC
(5) Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
[ ]
(6) Citizenship or place of organization
Malaysia
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
1,753,000
(12) Check if the aggregate amount in Row (11) excludes certain shares
[ ]
(13) Percent of class represented by amount in Row (11)
24.7%
(14) Type of reporting person
IN
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The Schedule 13D filed on June 29, 1996, as previously amended
(collectively, the "Prior Statement") is hereby amended as set forth in
this Amendment No. 5. Except as otherwise indicated, capitalized terms
which are used but not defined herein shall have the meanings ascribed
in the Prior Statement.
Item 1. Security and Issuer.
No modification, except that the Issuer has changed its name to TOR
Minerals International, Inc.
Item 2. Identity and Background.
As of the date of this Amendment, the officers and directors of Megamin
Ventures Sdn Bhd (the "Company") are as follows:
Chong Wai Lin, as previously reported;
Lim Si Boon is a citizen of Malaysia and serves as Managing Director of
Rock Chemical Industries (M) Berhad and as a director of Mega First Corporation
Berhad, both located in Malaysia; and
Tan Chin Yong is a citizen of Brunei and resident of Malaysia. He
serves as a director of Meru Valley Resort Berhad.
As of the date of this Amendment, the directors of Bonanza Venture
Holdings Sdn Bhd, a holding company that owns the Company and is ultimately
controlled by Lim Keng Kay, are as follows:
Lim Keng Kay and Chong Wai Lin, as previously reported;
Lim Kheng Loy is a citizen of Malaysia. He is an architect for Gerak
Reka Akitck Sdn Bhd in Malaysia.
Lim Si Boon (identified above); and
Lim Pui San @ Lim Poi San is a citizen of Malaysia.
The address for all of the individuals named above is c/o Megamin
Ventures Sdn Bhd, A-3-6, 1 Persiaran Greentown 2, Greentown Business Centre,
30450 Ipoh, Perak, Malaysia. None of such individuals has been the subject of or
convicted in any proceeding of the types listed in sections (d) or (e) of Item 2
of Schedule D during the last five years.
In Amendment No. 4 to the Schedule D filed on March 31, 2000, Mr.
Christopher J. McGougan was identified as a member of the group making the
filing. Mr. McGougan is no longer associated with the Company, and he is no
longer a Reporting Person.
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Item 3. Source and Amount of Funds or Other Consideration.
No modification.
Item 4. Purpose of Transaction.
The Prior Statement related to transactions in which the Company
acquired shares of the Issuer over a period of several years, most recently in
2000. The Company has more recently reviewed its ownership position in light of
market conditions, the financial performance of the Issuer, the improved prices
and volumes at which the Issuer's shares have traded, and numerous other
factors. As a result of that review, the Company has determined to dispose of a
portion of its position and has sold shares pursuant to the exemption provided
in Rule 144 under the Securities Act of 1933. Sales which have occurred in the
sixty day period preceding the filing of this Amendment (an aggregate of 50,000
shares) are reflected in the response to Item 5.
To the extent that the Company considers market conditions conducive to
such sales, the Company intends to continue selling shares from time to time in
accordance with, and subject to, the limitations on the volume of selling under
Rule 144. In addition, the Company may sell additional shares in private
transactions which are not subject to the volume limitations imposed by Rule
144; if any such transactions are consummated, the shares sold in private
transactions would be subject to restrictions on resale.
Item 5. Interest in Securities of the Issuer
In the sixty days prior to the date of filing of this Amendment, the
Company sold shares of common stock of the Issuer in the following transactions
effected though a broker-dealer in the NASDAQ Small Cap Market:
Date Number of Shares Price per Share ($$)
7/17/03 10,000 3.30
7/21/03 10,000 3.40
7/24/03 500 4.20
7/30/03 1,700 4.20
7/31/03 11,200 4.20
8/1/03 6,400 4.20
8/5/03 400 4.20
8/6/03 9,800 4.20
Following such sales, the Company owned 1,753,000 shares of common
stock of the Issuer, or 24.7% of the outstanding shares reported by the Issuer
in its quarterly report on Form 10-QSB for the quarter ended March 31, 2003.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
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See the Joint Filing Agreement which is attached as Exhibit 1 hereto.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Joint Filing Agreement.
Exhibit 2: Power of Attorney (Megamin Ventures Sdn Bhd).
Exhibit 3: Power of Attorney (Lim Keng Kay).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: August 8, 2003 Lim Keng Kay
/s/ Lim Keng Kay
----------------------------------------
By: /s/ Tan Chin Yong
-----------------------------------
Tan Chin Yong, Attorney in fact
Date: August 8, 2003 MEGAMIN VENTURES Sdn Bhd
By: /s/ Tan Chin Yong
------------------------------------
Tan Chin Yong, Attorney in fact
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
1 Joint Filing Agreement.
2 Power of Attorney (Megamin Ventures Sdn Bhd).
3 Power of Attorney (Lim Keng Kay).
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