UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Alamo Group Inc.
(Name of Issuer)
Common Stock, $0.10 par value per share
(Title of Class of Securities)
011311107
(CUSIP Number)
Brian Gilbert
Gould & Ratner LLP
222 N. LaSalle Street, Suite 800
Chicago, Illinois 60601
(312) 236-3003
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 2009
(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 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 Section 240.13d-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. 011311107 13D Page 3 of 8
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Duroc LLC / 36-4325691
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b) X
3. SEC Use Only:
4. Source of Funds (See Instructions): OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
8. Shared Voting Power: 1,700,000
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 1,700,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,700,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
13. Percent of Class Represented by Amount in Row (11): 14.47%
14. Type of Reporting Person (See Instructions): OO (Limited Liability
Company)
CUSIP No. 011311107 13D Page 4 of 8
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Henry Crown and Company / 36-2123962
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions): OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
6. Citizenship or Place of Organization: United States
7. Sole Voting Power: 0
8. Shared Voting Power: 1,700,000
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 1,700,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,700,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
13. Percent of Class Represented by Amount in Row (11): 14.47%
14. Type of Reporting Person (See Instructions): CO
CUSIP No. 011311107 13D Page 5 of 8
The Reporting Persons (as defined below) listed on the cover page to this
Schedule 13D hereby make the following Statement pursuant to Section 13(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules
and regulations promulgated thereunder.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement relates is the common
stock, $0.10 par value per share (the "Common Stock"), of Alamo Group Inc.,
a Delaware corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 1627 E. Walnut, Seguin, Texas 78155.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of (a) Duroc LLC f/k/a Bush Hog, LLC
("Duroc"); and (b) Henry Crown and Company ("HC&Co" and, together with
Duroc, the "Reporting Persons").
Duroc was formerly engaged in the business of manufacturing and distributing
agricultural products used within the agricultural industry and other outdoor
uses, prior to the sale of the assets thereof to Alamo Acquisition, Inc., a
subsidiary of Issuer, and is now a holding company for miscellaneous assets.
The principal place of business and principal offices of Duroc are located
at 222 North LaSalle Street, Suite 1000, Chicago, Illinois 60601.
HC&Co is the Manager of Duroc and is a holding company for diversified
investments. The principal place of business and principal offices of HC&Co
are located at 222 N. LaSalle Street, Suite 1000, Chicago, Illinois 60601.
During the last five years, none of the Reporting Persons or any officer or
director of Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors). During the last
five years, none of the Reporting Persons or any officer or director of
Reporting Persons has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order (i) enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or (ii)
finding a violation with respect to such laws.
Duroc is a limited liability company formed under the laws of the State of
Delaware. HC&Co is a corporation organized under the laws of the State of
Delaware.
CUSIP No. 011311107 13D Page 6 of 8
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The securities of the Issuer were acquired by or on behalf of Duroc on
October 22, 2009 in consideration for the sale of substantially all of the
assets of Duroc to Alamo Acquisition, Inc., a subsidiary of the Issuer,
pursuant to the terms of the Asset Purchase Agreement dated September 4, 2009
by and among Alamo Acquisition, Inc., Duroc, HC&Co and Issuer.
ITEM 4. PURPOSE OF TRANSACTION
The securities reported hereunder were acquired and are held by Reporting
Persons for investment purposes. Reporting Persons have no present plans to
acquire additional securities of the Issuer, or dispose of securities of the
Issuer. Depending on market conditions and other factors that the Reporting
Persons may deem material, the Reporting Persons may purchase additional
shares of Common Stock in the open market or in private transactions.
Depending on these same factors, the Reporting Persons may sell all or a
portion of the shares of Common Stock beneficially owned by such persons in
the open market or in private transactions subject to applicable securities
laws. Representatives of Reporting Persons have participated, and may
participate in the future, in discussions with the Issuer's management about
matters relating to the business, operations and assets of the Issuer and
matters related thereto, including matters that may be specified in
Items 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) Duroc owns, and HC&Co by virtue of its management of the business of
Duroc may be deemed to beneficially own, 1,700,000 shares of Common Stock,
representing approximately 14.47% of the outstanding shares of Common Stock,
calculated in accordance with Rule 13d-3 under the Exchange Act (based upon
10,046,929 shares of Common Stock issued and outstanding as of June 30, 2009
as reported by the Issuer, plus the 1,700,000 shares of Common Stock issued
to Duroc as reported herein). Duroc and HC&Co share the power to vote and
dispose of the 1,700,000 shares of Common Stock which it may be deemed to
beneficially own.
(c) There have been no transactions in shares of Common Stock which are
deemed to be beneficially owned by the Reporting Persons during the past
sixty days other than as described herein.
CUSIP No. 011311107 13D Page 7 of 8
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Pursuant to the Operating Agreement of Duroc, as amended, HC&Co has full and
exclusive discretionary right, power and authority in the management and
control of the affairs of Duroc, including the right and power to direct the
voting and the disposition of shares of the Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See Exhibit Index appearing below, which is incorporated herein by reference.
CUSIP No. 011311107 13D Page 8 of 8
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.
Duroc LLC
By: ___/s/ David M. Rubin___________________
David M. Rubin, Vice President
Henry Crown and Company
By: ___/s/ Michael Canmann___________________
Michael Canmann, Vice President
EXHIBIT INDEX
1. Joint Filing Agreement dated as of October 29, 2009 by and among
the Reporting Persons.
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, each of the undersigned does hereby consent and agree to the
joint filing on behalf of each of them of a Statement on Schedule 13D and all
amendments thereto with respect to Alamo Group Inc. Common Stock, par value
$0.10 per share, beneficially owned by each of them, and to the inclusion of
this Joint Filing Agreement as an exhibit thereto.
October 29, 2009
Duroc LLC
By: ___/s/ David M. Rubin___________________
David M. Rubin, Vice President
Henry Crown and Company
By: ___/s/ Michael Canmann__________________
Michael Canmann, Vice President