UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Powell Industries, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
739128106
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(CUSIP Number)
N/A
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
CUSIP NO. 739128106 SCHEDULE 13G PAGE 2 OF 6
COVER PAGE
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1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Klein Bank, as trustee for the Powell Industries, Inc. Employee Stock
Ownership Trust and the Powell Industries, Inc. Frozen Employee
Stock Ownership Trust ("Trusts").
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
Klein Bank is a banking association organized under the laws of the
state of Texas. The Trusts are organized under the laws of the
State of Texas.
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5 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 686,084
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH:
686,084
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
686,084
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not applicable.
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BK, EP
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The filing of this Statement on Schedule 13G is made by Klein Bank as
trustee ("Trustee") of the Powell Industries, Inc. Employee Stock Ownership
Trust and the Powell Industries, Inc. Frozen Employee Ownership Trust (the
"Plans" or "Trusts") voluntarily and does not constitute, and should not be
construed as, an admission that either the Trusts or the Trustee beneficially
owns any securities covered by this Statement or is required to file this
Statement for the Trusts and the Trustee. In this connection, the Trusts and the
Trustee disclaim beneficial ownership of the securities covered by this
Statement.
CUSIP NO. 739128106 SCHEDULE 13G PAGE 3 OF 6
ITEM 1(a). NAME OF ISSUER
Powell Industries, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
8550 Mosley Drive
Houston, Texas 77075
ITEM 2(a). NAME OF PERSON FILING
See Item 1 of Cover Page.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE
4911 FM 1960 W.
Houston, Texas 77069
ITEM 2(c). CITIZENSHIP OR PLACE OF ORGANIZATION
See Item 4 of Cover Page.
ITEM 2(d). TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2(e). CUSIP NUMBER
739128106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS
240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON
FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of
the Act.
(b) [X] Bank as defined in section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act.
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940.
(e) [ ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E);
(f) [X] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
CUSIP NO. 739128106 SCHEDULE 13G PAGE 4 OF 6
(h) [ ] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14)
of the Investment Company Act of 1940;
(j) [ ] Group, in accordance with
Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 686,084
(b) Percent of class: 6.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to
direct the vote.........................0
(ii) Shared power to vote or to
direct the vote...................686,084(1)
(iii) Sole power to dispose or to
direct the disposition of...............0
(iv) Shared power to dispose or
to direct the disposition of......686,084(1)
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
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(1) Of such shares, 658,665 are held in the Powell Industries, Inc. Employee
Stock Ownership Trust and 27,419 shares are held in the Powell Industries,
Inc. Frozen Employee Stock Ownership Trust. Each participant in either of
the Trusts or, if applicable, his beneficiary is entitled to direct to the
Trustee as to the exercise of any voting or tendering rights attributable
to shares of Common Stock then allocated to his ESOP Account. All allocated
Common Stock as to which such instructions have been received (which may
include an instruction to abstain) will be voted in accordance with such
instructions. However, the Trustee will vote or tender any unallocated
Common Stock in the Trusts, or any allocated Common Stock as to which no
voting or tendering instructions have been received, in such manner as
directed by the Administrative Committees of the respective Plans. As of
the date hereof, 337,885 shares of Common Stock are allocated to the
accounts of participants in the Powell Industries, Inc. Employee Stock
Ownership Trust, and all shares of Common Stock held by the Powell
Industries, Inc. Frozen Employee Stock Ownership Trust are allocated to
accounts of participants.
CUSIP NO. 739128106 SCHEDULE 13G PAGE 5 OF 6
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
In accordance with the terms of the Plans, participants of the
Plans are entitled to receive certain distributions of assets
held by the Trusts. Such distributions may include dividends
on or proceeds from the sale of shares of Common Stock.
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 MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
CUSIP NO. 739128106 SCHEDULE 13G PAGE 6 OF 6
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.
Date: February 7, 2002.
KLEIN BANK, a Texas banking
association, as Trustee of the Powell
Industries, Inc. Employee Stock Ownership
Trust and the Powell Industries, Inc. Frozen
Employee Stock Ownership Trust
By: /s/ RAY S. RHOADES
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Name: Ray S. Rhoades, CTFA
Senior Vice President,
Senior Trust Officer