SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
(Amendment No. 4)(1)
METALCLAD CORPORATION
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
591142194
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(CUSIP Number)
Wayne W. Mills and Tamara Mills
5020 Blake Road
Edina, MN 55436
Phone: (612) 930-9453
With a copy to:
Mark J. Briol, Esq.
Briol & Associates, PLLC
3700 IDS Center
80 South Eighth Street
Minneapolis, MN 55402-4140
Phone: (612) 337-8410
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 17, 2001
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(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 / /.
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.
(1)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).
(Page 1 of 7 Pages)
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CUSIP NO. 591142194 13D PAGE 2 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Wayne W. Mills
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
1,405,000
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,405,000
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,405,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP NO. 591142194 13D PAGE 3 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Tamara Mills
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
275,000
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
275,000
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.10 par value, of
Metalclad Corporation, a Delaware corporation ("Metalclad"). The address of
Metalclad's principal executive offices is 2 Corporate Plaza, Suite 125, Newport
Beach, CA 92660.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Wayne W. Mills and Tamara Mills.
Mr. Mills' business address is 5020 Blake Road South, Edina, MN 55436. Mr. Mills
is a private investor. Ms. Mills' address is 5020 Blake Road South, Edina, MN
55436. Ms. Mills is a private investor. Mr. and Ms. Mills are husband and wife.
During the last five years, neither Mr. Mills nor Ms. Mills have been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) 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.
Both Mr. Mills and Ms. Mills are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Mills has come to believe it is in the best interest of the
shareholders to change the management and the board of directors of
Metalclad. He is therefore seeking the cooperation of the current board and
management in changing management and the board to include persons who Mr.
Mills believes will be more effective in increasing shareholder value. If this
effort to obtain board and management cooperation does not succeed, Mr. Mills
will solicit written consents from the shareholders to replace the entire board.
Other options will also be considered, such as proposing a merger
between Metalclad and a suitable candidate, should a suitable candidate be made
known to Mr. Mills; proposing a tender offer for sufficient shares to give Mr.
Mills a majority vote in Metalclad; or such other prudent means to increase
shareholder value as shall appear.
Except as indicated in this Statement, the Reporting Persons have not
formulated any definitive plans. However, they may from time to time acquire, or
dispose of, common stock and/or other securities of the Company if and when they
deem it appropriate. The Reporting Persons may formulate other purposes, plans
or proposals relating to any of such securities of the Company to the extent
deemed advisable in light of market conditions, investment policies and other
factors. Except as indicated in this Statement, the Reporting Persons have no
current plans or proposals which would relate to or would result in any of the
matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
a.- b. Mr. Mills owns 1,005,000 shares. Blake Capital Partners, LLC,
a Minnesota limited liability corporation ("Blake"), owns 400,000 shares. Mr.
Mills is the sole officer, director, and controlling person of Blake. Ms. Mills
owns 275,000 shares. Mr. and Ms. Mills each disclaim beneficial ownership over
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their spouse's shares and Ms. Mills disclaims beneficial ownership over the
shares owned by Blake. According to the most recently filed Quarterly report on
Form 10-Q of Metalclad, as of June 30, 2001, 7,448,015 shares of Metalclad
common stock were issued and outstanding. Accordingly, based on such report Mr.
Mills owns 18.9% of the outstanding shares and Ms. Mills owns 3.7% of the
outstanding shares.
c. TRANSACTIONS WITHIN THE LAST 60 DAYS
Identity of Entity: Wayne W. Mills
None
Identity of Entity: Blake Capital Partners, LLC
None
Identity of Entity: Tamara Mills
None
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d. Not applicable.
e. Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO
SECURITIES OF THE ISSUER
Pursuant to the Non-Recourse Security And Pledge Agreement ("Pledge
Agreement") dated December 10, 2001 between Metalclad, Bruce H. Haglund, Esq.,
Blake, and Mr. Mills, Blake and Mr. Mills have pledged 500,000 shares of
Metalclad stock to guarantee the Non-Recourse Secured Note ("Note"), dated
December 10, 2001, between Metalclad, Blake, and Mr. Mills in the amount of
$1,250,000. Under the terms of the Pledge Agreement, Mr. Mills shall retain all
voting power with respect to the pledged shares unless and until such shares are
canceled or sold pursuant to the Pledge Agreement and/or the Note. Copies of the
Pledge Agreement and the Note are attached as Exhibits B and C, respectively, to
Amendment No. 3 of the Reporting Persons' Form 13D/A, filed December 14,
2001, and are incorporated by reference herein.
Except as indicated in this Statement, the Reporting Persons do not
have any contracts, arrangements, understandings, or relationships (legal or
otherwise) with any person with respect to any securities of Metalclad,
including but not limited to transfer or voting of securities, finders' fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Copy of an Agreement by and between Mr. and Ms. Mills
to file this Statement on Schedule 13D on behalf of
each of them.
SIGNATURE
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.
Dated: December 19, 2001 /s/ Wayne W. Mills
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Wayne W. Mills
Dated: December 19, 2001 /s/ Tamara Mills
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Tamara Mills
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EXHIBIT A
AGREEMENT
TO JOINTLY FILE SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of Metalclad
Corporation and hereby affirm that such Schedule 13D is being filed on behalf of
each of the undersigned.
Dated: December 19, 2001 /s/ Wayne W. Mills
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Wayne W. Mills
Dated: December 19, 2001 /s/ Tamara Mills
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Tamara Mills