SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Altair Nanotechnologies, Inc.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
021373105
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(CUSIP Number)
J. Rowland Cook
Jenkens & Gilchrist, a Professional Corporation
401 Congress Avenue, Suite 2500
Austin, Texas 78701
(512) 499-3800
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
February 10, 2005
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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 that is the subject of this Amendment No. 1 to 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. [ ]
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. 021373105
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1. Names of Reporting Persons, I.R.S. Identification Nos. of above
persons (entities only):
Toyota on Western, Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) |X|
3. SEC Use Only
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4. Source of Funds (See instructions) N/A
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5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Illinois
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7. Sole Voting Power Less than 5%
Number of
Shares 8. Shared Voting Power ----------
Beneficially
Owned by Each 9. Sole Dispositive Power Less than 5%
Reporting
Person With: 10. Shared Dispositive Power ----------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Less than 5%
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11.
Less than 5%
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14. Type of Reporting Person (See Instructions):
CO
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CUSIP No. 021373105
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1. Names of Reporting Persons, I.R.S. Identification Nos. of above
persons (entities only):
Louis H. Schnur
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) N/A
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5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization United States of America
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7. Sole Voting Power Less than 5%
Number of
Shares 8. Shared Voting Power ----------
Beneficially
Owned by Each 9. Sole Dispositive Power Less than 5%
Reporting
Person With: 10. Shared Dispositive Power ----------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
Less than 5%
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row 11.
Less than 5%
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14. Type of Reporting Person (See Instructions):
IN
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Schedule 13D
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Item 1. Security and Issuer.
Altair Nanotechnologies, Inc.
Common Stock, no par value
204 Edison Way
Reno, Nevada 89502
Item 2. Identity and Background.
This Amendment No. 1 to Schedule 13D is being filed by Toyota on Western
and Louis H. Schnur, the officer, director and sole shareholder of Toyota on
Western.
Toyota on Western is an Illinois corporation, the principal business of
which is the operation of an automobile dealership. The principal business
address of Toyota on Western is 6941 South Western Avenue, Chicago, Illinois
60636.
Mr. Schnur's principal occupation or employment is serving as the President
of Toyota on Western. Mr. Schnur is a citizen of the United States of America
and his principal business address is 6941 South Western Avenue, Chicago,
Illinois 60636.
The Reporting Persons may be deemed to comprise a "group" within the
meaning of Section 13(d)(3) of the Exchange Act, although neither the fact of
this filing nor any of the information contained herein shall be deemed to be an
admission by any of the Reporting Persons that a "group" exists.
During the last five years, none of the Reporting Persons (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a 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.
Item 3. Source and Amount of Funds or Other Consideration.
N/A
Item 4. Purpose of Transaction.
The Reporting Persons held their shares of Altair common stock for
investment. The transactions reported in this Amendment No. 1 to Schedule 13D
involved a general liquidation of the Reporting Persons' ownership of Altair
common stock, resulting in their ownership collectively being less than 5% of
the outstanding shares of common stock of Altair.
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Item 5. Interest in Securities of the Issuer.
Mr. Schnur has engaged in the following transactions in Altair common stock
during 2005:
Date Transaction Number of Shares Average Price
January 10, 2005 Sold 70,000 $2.66
January 26, 2005 Sold 35,000 $2.52
January 31, 2005 Sold 30,800 $2.50
February 7, 2005 Sold 113,000 $2.21
February 8, 2005 Sold 108,227 $2.25
February 10, 2005 Sold 1,704,297 $3.28
February 11, 2005 Sold 950,500 $4.89
For the period April 14, 2004 to December 31, 2004, the Reporting Persons
sold a total of 1,924,014 shares of common stock of Altair at an average price
of $2.43 per share.
The transactions reported in this Amendment No. 1 to Schedule 13D involved
in certain instances the exercise of warrants previously disclosed in the
Reporting Persons' original Schedule 13D, and the sale of the shares of Altair
common stock acquired upon such exercises.
The Reporting Persons ceased to be the beneficial owners of more than five
percent (5%) of the outstanding shares of Altair's common stock on approximately
February 10, 2005.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Materials Filed as Exhibits.
None.
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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: July 28, 2005.
/s/ Louis H. Schnur
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LOUIS H. SCHNUR
TOYOTA ON WESTERN, INC.
By: /s/ Louis H. Schnur
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Louis H. Schnur, President
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