UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Westmoreland Coal Company
- - ----------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $2.50 per share
- - ----------------------------------------------------------------
(Title of Class of Securities)
960878106
- - ----------------------------------------------------------------
(CUSIP Number)
Frank E. Williams, Jr.
2789-B Hartland Road
Falls Church, Virginia 22043
(703) 641-4612
- - ----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 30, 1999
- - ----------------------------------------------------------------
(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(b)(3)
or (4), 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.
*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. 960878106
1 NAME OF REPORTING PERSON Frank E. Williams, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- - ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
- - ----------------------------------------------------------------
3 SEC USE ONLY
- - ----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
- - ----------------------------------------------------------------
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
235,435
- -------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY -- ------------------------------------------
OWNED BY 9 SOLE DISPOSSITIVE POWER
EACH 235,435
REPORTING - ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- - ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
235,435
- - ----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |_|
- - ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.23%
- - ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
1 NAME OF REPORTING PERSON R. Bentley Offutt
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- - ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
- - ----------------------------------------------------------------
3 SEC USE ONLY
- - ----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
- - ----------------------------------------------------------------
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
50,000
- -----------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 149,400
BENEFICIALLY - ------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE
POWER
EACH 50,000
REPORTING -
- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 149,400
- - ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
199,400
- - ----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Instructions) |_|
- - ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.75%
- - ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
1 NAME OF REPORTING PERSON Guy Orlando Dove, III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- - ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
- - ----------------------------------------------------------------
3 SEC USE ONLY
- - ----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF, AF
- - ----------------------------------------------------------------
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
220,411
- -------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 10,000
BENEFICIALLY - -------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 220,411
REPORTING -
- -------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
230,411
- -- ---------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Instructions) |_|
- - ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.26%
- - ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN,AF
<PAGE>
1 NAME OF REPORTING PERSON Wynnefield Partners Small Cap
Value L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-3688497
- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- ------------------------------------------------------------------
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
343,137
--------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 343,137
REPORTING
- --------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
343,137
- ------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Instructions) |_|
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.64%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
1 NAME OF REPORTING PERSON Wynnefield Partners Small Cap
Value L.P. I
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-3953291
- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- ------------------------------------------------------------------
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
243,007
--------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 243,007
REPORTING
- --------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
243,007
- ------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |_|
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.33%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
1 NAME OF REPORTING PERSON Wynnefield Small Cap Value
Offshore Fund Ltd
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |X| (b) |_|
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -----------------------------------------------------------------
7 SOLE VOTING POWER
140,470
---------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
- ---------------------------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 140,470
PERSON ---------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
140,470
- ------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |_|
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.95%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
AS TO ALL REPORTING PERSONS:
Item 1. Security and Issuer.
This Statement relates to shares of common stock, par value
$2.50 per share (the "Shares"), of Westmoreland Coal Company, a
Delaware corporation (the "Issuer"). Included as shares of
common stock owned in the figures set forth, except where
specifically noted otherwise, are Depository Shares of Series
A Convertible Exchangeable Preferred Stock, $1 par value per
Preferred Share. Each Depository Share represents 1/4 share
of the Preferred Stock, but each Depository Share is entitled
to one vote on all matters presented to shareholders, except
(according to the Company's Certificate of Incorporation) when
Depositary Shares are entitled to vote as a separate class to
elect two directors, they have no vote on the remaining directors.
The Depository Shares are entitled to elect two directors
if the Company is in arrears on six or more Preferred Stock
dividends, as it is at the date of this filing. Each Depository
Share is convertible into approximately 1.7078 shares of Common
Stock, and the Common Stock equivalents have been calculated on
that basis. The percentages of Common Stock owned have been
calculated by dividing: (1) the number of Common shares thus
calculated by (2) the number of outstanding shares of Common
Stock as shown on the issuer's most recent proxy statement, plus
the number of Common Stock equivalents attributed to the person or
entity whose percentage is calculated.
The principal executive offices of the Issuer are located
at 14th floor, 2 North Cascade Avenue, Colorado Springs,
Colorado 80903.
The aggregate number of shares beneficially owned by the
members of the Group identified in this filing is 1,391,860, or
19.71% of the Issuer's outstanding Common Stock.
The response to this Item 1 is applicable to and incorporated
by reference into the response of each reporting person set forth
below.
Item 4. Purpose of Transaction.
The reporting persons (the "Group") have decided to work
together to enhance shareholder value. The Group seeks to remove
the present Board of Directors and to replace some or all that
Board with nominees to be chosen by the Group, which
includes members of the Group. The Group plans to
solicit proxies to further that end. The specifics of the
Group's intentions as to its nominees and the redirection of the
Issuer's business activities is included in proxy soliciting
material furnished shareholders in conformance with Federal
securities laws.
The Group does not plan to acquire additional securities or
dispose of securities presently owned. However, each member of
the Group reserves the right to acquire additional securities or
dispose of securities as market conditions may warrant.
The response to this Item 4 is applicable to and
incorporated by reference into the response of each
reporting person set forth below.
Item 5(c) Transactions in Securities in Past 60 Days
The following reporting persons sold the number of
Depositary Shares set forth opposite their names to the Company
pursuant to the Company's tender offer for $19 per share as of
April 14, 1999:
Frank E. Williams, Jr. 23,692
Partnership I 12,753
Partnership 10,627
Offshore Fund 8,565
Guy Dove, III 12,502
In addition, Mr. Dove purchased 1,000 Depositary Shares
on April 14, 1999 for $17.85 per share, on April 15, 1999
he purchased 3,500 Depositary Shares for $17.10 per share
from his privaate funds. On April 28, 1999 Pinnacle Oil
purchased 1,125 shares for $17.75 per share from its
working capital.
INFORMATION ABOUT EACH REPORTING PERSON FOLLOWS:
AS TO FRANK E. WILLIAMS, JR.:
Item 2. Identity and Background.
(a) Frank E. Williams, Jr.
(b) His address is 2789 Hartland Road, Falls Church, Virginia
22043.
(c) His principal occupation is Chairman of the Board of
Williams Enterprises of Georgia, whose principal business
is steel construction and whose address is 1285 Hawthorne
Ave., P.O. Box 756, Smyrna, GA 30081.
(d) During the last five years, neither he nor any person or
&(e) entity listed in Item 5 below has not been convicted
in a criminal proceeding nor been 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.
(f) He is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The shares were purchased from private funds of the Williams
family and entities according to the amounts as shown in Item 5
below.
Item 5. Interest in Securities of the Issuer
See the Cover Page for information concerning the number and
percentage of the outstanding shares beneficially owned by Mr.
Williams. Of the 235,435 shares shown as being beneficially
owned by Mr. Williams, 211,000 shares are actually Common
Stock and the remaining 24,435 shares are the calculated
equivalent number of shares of Common Stock obtainable from
the 14,308 Depository Shares which he owns.
Of the Common shares beneficially owned by Mr. Williams, he owns
directly 10,000 shares, 21,000 shares are owned by his wife,
Billie Z. Williams, 40,000 shares by his father (for whom Mr.
Williams has power of attorney as to the shares), F. Everett
Williams, 135,000 shares by the William Family Limited
Partnership, a Virginia entity, of which Mr. Williams is the
general partner, 5,000 shares by the Williams Family Foundation,
a Virginia charitable entity, of which Mr. Williams is the
president. 1,506 of the Depository shares are owned by
F. Everett Williams and 12,802 by the Williams Family Limited
Partnership.
<PAGE>
AS TO R. BENTLEY OFFUTT:
Item 2. Identity and Background
(a) R. Bentley Offutt
(b) His address is Offutt Securities, Inc., 11350 McCormick
Road, Executive Plaza III, Suite 901, Hunt Valley,
Maryland 21030.
(c) His principal occupation is that of institutional
research and brokerage at his firm, identified
immediately above.
(d) During the last five years, he has not been convicted
in a criminal proceeding.
(e) During the last five years he has not been 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.
(f) He is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Offutt purchased the shares from his private funds.
Item 5. Interest in Securities of the Issuer
See the Cover Page for information concerning the number
and percentage of the outstanding shares beneficially owned
by Mr. Offutt. The 149,400 shares shown as being beneficially
owned by Mr. Offutt through shared voting and dispositive power
are owned by his wife, Ann H. Offutt, 3515 Butler Road, Glyndon,
Maryland 21071. During the last five years, she has not been
convicted in a criminal proceeding. During the last five years
she has not been 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. She is a United States
citizen. Neither Mr. Offutt nor his wife has had any
transactions in securities of the Issuer within the past 60 days.
<PAGE>
AS TO GUY ORLANDO DOVE, III
Item 2. Identity and Background
(a) Guy Orlando Dove, III
(b) His address is 10 Jay Street, Middleburg, VA
20118-0796.
(c) His principal occupation is that of Chairman of the
Board of Directors and Chief Executive Officer of
Pinnacle Oil Company, 10 Jay Street, Middleburg,
Va 20118-0796.
(d) During the last five years, he has not been convicted
in a criminal proceeding.
(e) During the last five years he has not been 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.
(f) He is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Dove purchased 184,000 Common shares and 10,123
Depository Shares from his private funds. 14,000 Common
shares and 3,000 Depository Shares were purchased by his
affiliate, Pinnacle Oil Company from its working capital.
Item 5. Interest in Securities of the Issuer
See the Cover Page for information concerning the number
and percentage of the outstanding shares beneficially owned
by Mr. Dove. The 10,000 shares shown as being beneficially
owned by Mr. Dove through shared voting power are owned by
his adult children, Guy O. Dove, IV and Hilary P. Dove. Of
the 220,411 shares over which Mr. Dove has sole voting power,
184,000 are Common shares owned directly by him, 17,288
shares are the calculated equivalent number of shares of
Common Stock obtainable from the 10,123 Depository shares
owned directly by him, 14,000 shares are Common Stock owned
by Pinnacle Oil Company and 5,123 are the calculated
equivalent of number of shares of Common Stock obtainable
from the 3,000 Depository shares owned by Pinnacle.
During the last five years, none of these persons or
entities has been convicted in a criminal proceeding or
been 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. Mr. Dove's son and daughter are
United States citizens. None of these persons or entities
has had a transaction in securities of the Issuer within
the past 60 days.
AS TO WYNNEFIELD PARTNERS SMALL CAP VALUE L.P. I, WYNNEFIELD
PARTNERS SMALL CAP VALUE L.P., AND WYNNEFIELD SMALL CAP OFFSHORE
FUND LTD (THE "REPORTING PERSONS"):
Item 2. Identity and Background
(a) The persons filing this statement are Wynnefield
Partners Small Cap Value L.P. I, a limited partnership
organized under the laws of the State of Delaware
("Partnership I"), Wynnefield Partners Small Cap Value
L.P., a limited partnership organized under the laws of
the State of Delaware ("Partnership"), and Wynnefield
Small Cap Offshore Fund Ltd, a partnership organized
under the laws of the Cayman Islands ("Offshore Fund"),
(Partnership I, Partnership and Offshore Fund,
collectively, the "Reporting Person").
Wynnefield Capital Management, LLC, a limited liability
company organized under the laws of New York is the
general partner of Partnership and Partnership I, and
Wynnefield Capital, Inc., a corporation organized under
the laws of Delaware is the general partner of Offshore
Fund. Nelson Obus, Joshua H. Landes and Robert Melnick
are the members of the limited liability company and
Messrs. Obus and Landes are the stockholders, directors
and officers of the corporation.
Messrs. Obus, Landes and Melnick are citizens of the
United States.
(b) The address of Messrs. Obus and Landes and Melnick
and each Reporting Person's principal business and
principal office is One Penn Plaza, Suite 4720,
New York, New York 10119.
(c) The principal business of each Reporting Person is
that of acting as a private investment firm.
(d) During the last five years, no entity or natural person
named in response to this Item has been convicted in a
criminal proceeding.
(e) During the last five years, no entity or natural person
named in response to this Item has been 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.
The following information provides information as to
the purchase of Depositary Shares. For information as to
the recent saale of a portion of such sales to the Company
pursuant to its tender offer, see Item 5(c) above.
482,700 Shares of the Issuer were purchased by the
Partnership for cash aggregating $676,279.40, including
commissions. The cash was provided from the working capital of
the Partnership. 10,000 Shares of the Issuer were
purchased by Channel for cash aggregating $34,030.50, including
commissions, which was provided from its working capital.
50,000 Shares of the Issuer were purchased by the
Partnership for cash aggregating $27,000 including commissions.
The cash was provided from the working capital of the Partnership.
160,000 Shares of the Issuer were purchased by the Offshore Fund
for cash aggregating $86,825.00, including commissions, which was
provided from its working capital.
The source of the $183,600 used by Partnership I to
purchase 20,400 depository shares, which are convertible into
34,844 shares of Common Stock, was its working capital. The
source of the $153,000 used by Partnership to purchase
17,000 depository shares, which are convertible into 29,037
shares of Common Stock, was its working capital. The source of
the $81,000 used by Offshore Fund to purchase 9,000 depository
shares, which are convertible into 15,372 shares of
Common Stock, was its working capital. No funds were borrowed
by any of Partnership I, Partnership or Offshore Fund in
connection with its purchases of depository shares.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing: Partnership I is the
beneficial owner of 245,791 shares of Common Stock, or 3.53% of
the outstanding Common Stock; Partnership is the beneficial
owner of 346,290 shares of Common Stock, or 4.97% of the
outstanding Common Stock; Offshore Fund is the beneficial owner
of 146,800 shares of Common Stock, or 2.11% of the outstanding
Common Stock; and the Reporting Person is the beneficial owner
of 738,881 shares of Common Stock, or 10.61% of the outstanding
Common Stock.
(b) As of the date of this filing: Partnership I has the
sole power to vote, or to direct the vote of, 245,791 shares of
Common Stock and the sole power to dispose of, or to direct the
disposition of, 245,791 shares of Common Stock; Partnership has
the sole power to vote, or to direct the vote of, 346,290
shares of Common Stock and the sole power to dispose of, or to
direct the disposition of, 346,290 shares of Common Stock;
Offshore Fund has the sole power to vote, or to direct the vote
of, 146,800 shares of Common Stock and the sole power to dispose
of, or to direct the disposition of, 146,800 shares of Common
Stock; and the Reporting Person has the sole power to vote, or
to direct the vote of, 738,881 shares of Common Stock and the
sole power to dispose of, or to direct the disposition of,
738,881 shares of Common Stock.
(c) No entity or natural person named in response to this
Item has had any transactions in the Issuer's securities during
the past 60 days.
AS TO ALL MEMBERS OF THE GROUP INCLUDED IN THIS FILING:
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Other than the understanding that each person or entity
named in Item 2 of the above schedules will direct their votes
to elect a new board of directors which was selected by
consensus, there are no contracts, understandings or
relationships with respect to securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
None
SIGNATURES
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: April 30, 1999 /S/Frank E. Williams, Jr.
__________________________
Frank E. Williams, Jr.
Date: April 30, 1999 /S/R. Bentley Offutt
__________________________
R. Bentley Offutt
Date: April 30, 1999 /S/Guy O. Dove, III
___________________________
Guy O. Dove, III
Date: April 30, 1999 WYNNEFIELD PARTNERS SMALL CAP
VALUE L.P. I
By: WYNNEFIELD CAPITAL
MANAGEMENT, LLC,
as general partner
By: /S/ NELSON OBUS
---------------
Nelson Obus
Managing Member
Date: April 30, 1999 WYNNEFIELD PARTNERS SMALL CAP
VALUE L.P.
By: WYNNEFIELD CAPITAL
MANAGEMENT, LLC,
as general partner
By: /S/ NELSON OBUS
---------------
Nelson Obus
Managing Member
Date: April 30 30, 1999 WYNNEFIELD SMALL CAP VALUE
OFFSHORE FUND LTD
By: WYNNEFIELD CAPITAL, INC.,
as general partner
By: /S/ NELSON OBUS
---------------
Nelson Obus
President
