UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
PETROLEUM HEAT AND POWER, INC.
CLASS A COMMON STOCK
(Title of Class of Securities)
716600309
(CUSIP Number)
February 16, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate 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).
Page 1 of 5 Pages
<PAGE>
CUSIP No. 716600309
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
EIN 23-2856392
SCHNEIDER CAPITAL MANAGEMENT CORPORATION
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
1,372,000
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,372,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
12. TYPE OF REPORTING PERSON
IA
Page 2 of 5 Pages
<PAGE>
Item 1.
(a) Name of Issuer
PETROLEUM HEAT AND POWER, INC.
(b) Address of Issuer's Principal Executive Offices
Petroleum Heat and Power, Inc.
2187 Atlantic Street, 5th Floor
Stamford, CT 06902
Item 2.
(a) Name of Person Filing
SCHNEIDER CAPITAL MANAGEMENT CORPORATION
(b) Address of Principal Business Office or, if none, Residence
460 E. Swedesford Road, Suite 1080
Wayne, PA 19087
(c) Citizenship
UNITED STATES
(d) Title of Class of Securities
CLASS A COMMON STOCK
(e) CUSIP Number
716600309
Item 3. If this statement is filed pursuant to ss.ss. 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 (15
U.S.C. 78o);
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
(c) |_| Insurance company as defined in section 3(a)(19); of the Act
(15 U.S.C. 78c)
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).;
(e) |X| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(F);
Page 3 of 5 Pages
<PAGE>
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
ss.240.13d-1(b)(l)(ii)(G);
(h) |_| A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(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 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(b)(l)(ii)(J)
Item 4. Ownership.
(a) Amount Beneficially Owned
1,372,000
(b) Percent of Class
5.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
None
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
1,372,000
(iv) Shared power to dispose or to direct the disposition
of
None
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
|_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
None
Page 4 of 5 Pages
<PAGE>
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 or with the effect of changing or influencing the control of the issuer
of such securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
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.
2/12/99
Date
GARY P. SOURA, JR.
Signature
GARY P. SOURA, JR.
ASSISTANT VICE PRESIDENT
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of
the filing person, evidence of the representative's authority to sign
on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
