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The Baupost Group, Inc.
P.O. Box 389125
44 Brattle Street, 2nd Floor
Cambridge, Massachusetts 02238-9125
Phone: (617) 497-6680
Fax: (617) 876-0930
November 9, 1995
Securities and Exchange Commission
Securities Filing Department
450 Fifth Street, NW
Washington, DC 20549
Re: Dover Investment Corporation
Dear Sir or Madame:
Enclosed for filing under Rule 13d-1 under the Securities Exchange Act of
1934 is an amended Schedule 13G filed on behalf of a group of Dover Investment
Corporation stockholders.
Under cover of this letter, copies of this filing are also being sent (via
Federal Express) to Dover Investment Corporation and the principal exchange upon
which this security is traded.
Sincerely,
THE BAUPOST GROUP, INC.
By: Seth A. Klarman
Title: President
BAUPOST PARTNERS
By: THE BAUPOST GROUP, INC.,
its managing general partner
By: Seth A. Klarman
Title: President
SETH A. KLARMAN
By: Seth A. Klarman
cc:
Dover Investment Corporation
NASDAQ Stock Exchange
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
Dover Investment Corporation
350 California Street, Suite 1650, San Francisco, CA 94104
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
260152103
(CUSIP Number)
Check here if a fee is being paid with this statement:______. (A fee is not
required if the filing person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See Rule 13d-7).
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).
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CUSIP No. 260152103 13G
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
The Baupost Group, Inc., 04-2752581
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Massachusetts
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12. TYPE OF REPORTING PERSON *
IA
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CUSIP No. 260152103 13G
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Baupost Partners, 04-2878725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Massachusetts
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12. TYPE OF REPORTING PERSON *
IA
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CUSIP No. 260152103 13G
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Seth A. Klarman, ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12. TYPE OF REPORTING PERSON *
HC
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This statement relates to the Common Stock, par value $0.01 per share (the
"Class A Stock"), issued by Dover Investment Corporation
The Baupost Group, Inc., Baupost Partners, and Seth A. Klarman beneficially
owned Class A Stock and were deemed to be the owners of Class A Stock as a
result of their beneficial ownership of Class B Common Stock, par value $0.01
per share (the "Class B Stock"), issued by the company.
The Class B Stock is convertible share-for-share into Class A Stock. The
Baupost Group, Inc., Baupost Partners, and Seth A. Klarman did not convert any
of the Class B Stock, and no longer hold either Class A or Class B Stock.
*******************************************************************************
Item 1 (a) Name of Issuer:
Dover Investment Corporation
(b) Address of Issuer's Principal Executive Offices:
350 California Street, Suite 1650, San Francisco, CA 94104
Item 2 (a) Name of Person Filing:
(1) The Baupost Group, Inc.
(2) Baupost Partners
(3) Seth A. Klarman
2 (b) Address of Principal Business Offices or, if none, residence:
(1) The Baupost Group, Inc.
44 Brattle Street, 2nd Floor
Cambridge, Massachusetts 02138
(2) Baupost Partners
44 Brattle Street, 2nd Floor
Cambridge, Massachusetts 02138
(3) Seth A. Klarman
44 Brattle Street, 2nd Floor
Cambridge, Massachusetts 02138
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2 (c) Citizenship:
(1) The Commonwealth of Massachusetts
(2) The Commonwealth of Massachusetts
(3) United States of America
2 (d) Title of Class of Securities:
Common Stock, par value $0.01
2 (e) CUSIP Number:
260152103
Item 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check
whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act.
(b) [ ] 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.
(e) [X] Investment Advisor registered under Section 203 of the
Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see 240.13D-1(b)(1)(ii)(F).
(g) [X] Parent Holding Company, in accordance with 240.13D-1(b)(ii)(G)
(Note: See Item 7).
(h) [X] Group, in accordance with 240.13d-1(b)(1)(ii)(H).
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Item 4 Ownership:
If the percent of the class owned, as of December 31 of the year covered by the
statement, or as of the last day of any month described in Rule 13d-1(b)(2), if
applicable, exceeds five percent, provide the following information as of that
date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned: (as of November 9, 1995)
(1) By The Baupost Group, Inc: 0
(2) By Baupost Partners: 0
(3) Seth A. Klarman: 0
(4) By the group in the aggregate: 0
(b) Percent of Class:
(1) By The Baupost Group, Inc: 0.00%
(2) By Baupost Partners: 0.00%
(3) Seth A. Klarman: 0.00%
(4) By the group in the aggregate: 0.00%
(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
(1) By The Baupost Group, Inc.: 0
(2) By Baupost Partners: 0
(3) Seth A. Klarman: 0
(4) By the group in the aggregate: 0
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(iii) sole power to dispose or to direct the disposition of
--- 0
(iv) shared power to dispose or to direct the disposition of
(1) By The Baupost Group, Inc. 0
(2) By Baupost Partners: 0
(3) Seth A. Klarman: 0
(4) By the group in the aggregate: 0
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ X ].
Item 6 Ownership of More than Five Percent on behalf of Another Person:
The Baupost Group, Inc. and Baupost Partners are each registered investment
advisers. Seth A. Klarman, as the controlling person of Baupost Group, Inc., is
deemed to have beneficial ownership under Section 13(d) of the securities
beneficially owned by Baupost Group, Inc. Securities reported on this Schedule
13G as being beneficially owned by the Baupost Group, Inc. and Baupost Partners
include securities purchased on behalf of their clients, which include an
investment company registered under the Investment Company Act of 1940 and
various limited partnerships. No persons other than the persons filing this
Schedule 13G have an economic interest in the securities reported on which
relates to more than 5 percent of the class of securities.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
N/A
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Item 8 Identification and Classification of members of the Group:
This schedule has been filed pursuant to Rule 13d-1(b)(1)(ii)(H). Exhibit A
hereto sets forth the identity and Item 3 classification of each member of the
group.
Item 9 Notice of Dissolution of Group:
N/A
Item 10 Certification:
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
November 9, 1995
Date
THE BAUPOST GROUP, INC.
By: Seth A. Klarman
Title: President
BAUPOST PARTNERS
By: THE BAUPOST GROUP, INC.,
its managing general partner
By: Seth A. Klarman
Title: President
SETH A. KLARMAN
By: Seth A. Klarman
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EXHIBIT A
Item 3 Member of Group Classification
(1) The Baupost Group, Inc. IA
(2) Baupost Partners IA
(3) Seth A. Klarman HC
EXHIBIT B
Agreement
The undersigned hereby agree that the Schedule 13G of which this Exhibit B
is a part is filed on behalf of each of the undersigned.
November 9, 1995
Date
THE BAUPOST GROUP, INC.
By: Seth A. Klarman
Title: President
BAUPOST PARTNERS
By: THE BAUPOST GROUP, INC.,
its managing general partner
By: Seth A. Klarman
Title: President
SETH A. KLARMAN
By: Seth A. Klarman
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