rbdfoundation_13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
VALMONT INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
920253101
(CUSIP Number)
| |
David L. Hefflinger
|
|
| |
McGrath North Mullin & Kratz, PC LLO
|
|
| |
Suite 3700 First National Tower
|
|
| |
1601 Dodge Street
|
|
| |
Omaha, NE 68102
|
|
| |
(402) 341-3070
|
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 24, 2013
(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-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 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).
|
CUSIP NO. 920253101
|
13D
|
Page 2 of 4 Pages
|
|
1.
|
Name of Reporting Person
|
Robert B. Daugherty Charitable Foundation
|
2.
|
Check the Appropriate Box if a Member of a Group
|
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
|
USA
| |
7. Sole Voting Power
|
| |
|
| |
1,300,000 Shares
|
|
Number of
|
|
|
Shares
|
8. Shared Voting Power
|
|
Beneficially
|
|
|
Owned by
|
0
|
|
Reporting
|
|
|
Person
|
9. Sole Dispositive Power
|
|
With
|
|
| |
1,300,000 Shares
|
| |
|
| |
10. Shared Dispositive Power
|
| |
|
| |
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,300,000 Shares
|
12.
|
Check Box if Aggregate Amount in Row 11 Excludes Certain
|
Shares
/ /
|
13.
|
Percent of Class Represented by Amount in Row 11
|
4.87%
|
14.
|
Type of Reporting Person
|
OO
|
CUSIP NO. 920253101
|
13D
|
Page 3 of 4 Pages
|
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 8 amends the statement on Schedule 13D filed by the Robert B. Daugherty Charitable Foundation and relates to the certain shares of common stock (the “Shares”) of Valmont Industries, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is One Valmont Plaza, Omaha, Nebraska 68154. Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the same meaning set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Person holds 1,300,000 Shares. A previously reported, the Reporting Person is a 501(c)(3) charitable foundation and received 3,443,568 Shares, transferred to the Foundation from the Robert B. Daugherty Trust in March and April 2011 without consideration pursuant to the terms of such trust. Robert B. Daugherty died November 24, 2010.
The Reporting Person previously reported on April 25, 2011 in Amendment No. 1 to this Schedule 13D of its intention to retain 1,300,000 of the Shares and to sell the remaining Shares in amounts of 200,000 to 250,000 Shares per quarter over nine to twelve quarters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The Reporting Person may be deemed to beneficially own and has the sole power to vote, in the aggregate, 1,300,000 Shares, representing approximately 4.87% of the Issuer’s outstanding Shares (based upon the 26,685,395 Shares stated to be outstanding as of February 19, 2013, by the Issuer in the Issuer’s Form 10-K for the fiscal year ended December 29, 2012).
(c) Since the last amendment to this Schedule 13D dated February 22, 2013, the Reporting Person has effected the following transactions in the Shares:
|
No. of Shares
|
|
Price
|
|
Date of Sale
|
|
70,568
|
|
$144.3652
|
|
April 22, 2013
|
|
66,000
|
|
$142.9583
|
|
April 23, 2013
|
|
7,000
|
|
$144.0997
|
|
April 24, 2013
|
| |
|
|
|
|
(e) On April 23, 2013, the Reporting Person ceased to be the beneficial owner of more than 5% of the Shares.
|
CUSIP NO. 920253101
|
13D
|
Page 4 of 4 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.
DATED: April 24, 2013
/s/ John K. Wilson
|
|
Robert B. Daugherty Charitable Foundation
|