UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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
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(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)
March 8, 1999
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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 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).
<PAGE>
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
275,893
- --------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
- -------------------------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 275,893
PERSON
WITH
- --------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
- -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
275,893
- -----------------------------------------------------------------
- -
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(See Instructions) |_|
- -----------------------------------------------------------------
- -
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.92%
- -----------------------------------------------------------------
- -
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
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 50,000
PERSON
WITH
- --------------------------------------------
10 SHARED DISPOSITIVE POWER
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)
2.86%
- -----------------------------------------------------------------
- -
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
232,154
- --------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 10,000
BENEFICIALLY
- ---------------------------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 232,154
PERSON
WITH
- --------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
- -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
242,154
- -----------------------------------------------------------------
- -
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(See Instructions) |_|
- -----------------------------------------------------------------
- -
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.46%
- -----------------------------------------------------------------
- -
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
346,290
- --------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
- -------------------------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 346,290
PERSON
WITH
- --------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
- -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
346,290
- -----------------------------------------------------------------
- -
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(See Instructions) |_|
- -----------------------------------------------------------------
- -
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%
- -----------------------------------------------------------------
- -
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
245,791
- --------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
- --------------------------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 245,791
PERSON
WITH
- --------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
- -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
245,791
- -----------------------------------------------------------------
- -
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(See Instructions) |_|
- -----------------------------------------------------------------
- -
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.51%
- -----------------------------------------------------------------
- -
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
146,800
- --------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
- --------------------------------------------- OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 146,800
PERSON
WITH
- --------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
- -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
146,800
- -----------------------------------------------------------------
- -
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(See Instructions) |_|
- -----------------------------------------------------------------
- -
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.10%
- -----------------------------------------------------------------
- -
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. In addition, 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 1.7077 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 annual report on Form 10-K, 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 1,456,328, or
20.9% of the Issuer's outstanding Common Stock and 15.7% of its
Common Stock and Depository Shares combined.
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 in all
likelihood will include 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 will be included in proxy
soliciting
material to be 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
No person described in Item 5(a) of the Schedules below has had
any transactions in the Issuer's securities in the past 60 days.
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 275,893 shares shown as being beneficially
owned
by Mr. Williams, 211,000 shares are actually Common Stock and
the
remaining 64,893 shares are the calculated equivalent number of
shares of Common Stock obtainable from the 38,000 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. 4,000 of the 38,000 Depository shares are owned by
F.
Everett Williams and 34,000 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 25,000
Depository Shares from his private funds. 14,000 Common shares
and 5,000 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 232,154 shares over
which Mr. Dove has sole voting power, 184,000 are Common shares
owned directly by him, 25,615.5 shares are the calculated
equivalent number of shares of Common Stock obtainable from the
15,000 Depository shares owned directly by him, 14,000 shares
are
Common Stock owned by Pinnacle Oil Company and 8538.5 are the
calculated equivalent of number of shares of Common Stock
obtainable from the 5,000 Depository shares owned by Pinnacle.
During the last five years, none of these persons or
entities
has been convicted in a criminal proceeding 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.
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 to be 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: March 8, 1999 /S/Frank E. Williams, Jr.
__________________________
Frank E. Williams, Jr.
Date: March 8, 1999 /S/R. Bentley Offutt
__________________________
R. Bentley Offutt
Date: March 8, 1999 /S/Guy O. Dove, III
___________________________
Guy O. Dove, III
Date: March 8, 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: March 8, 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: March 8, 1999 WYNNEFIELD SMALL CAP VALUE
OFFSHORE FUND LTD
By: WYNNEFIELD CAPITAL, INC.,
as general partner
By: /S/ NELSON OBUS
---------------
Nelson Obus
President
