UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BUCYRUS-ERIE COMPANY
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
118902105
(CUSIP Number)
Mikael Salovaara with a copy to: Matthew Gluck
Greycliff Partners Fried, Frank, Harris, Shriver
89 Headquarters Plaza & Jacobson
Morristown, New Jersey 07960 One New York Plaza
New York, New York 10004
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 14, 1994
(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. [ ]
Check the following box if a fee is being paid within this statement.
[x]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership or more than
five percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting a beneficial ownership
of five percent or less of such class.) (See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
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 1 of 24 Pages
<PAGE>
CUSIP No. 118902105 13D Page 2 of 24 Pages
1 NAME OF REPORTING PERSON
GREYCLIFF PARTNERS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO
ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,160,979
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
1,160,979
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,160,979
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHAR
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.4%
(based on 10,170,143 shares outstanding on December 14, 1994)
14 TYPE OF REPORTING PERSON
IA, PA
Page 2 of 24 Pages
<PAGE>
CUSIP No. 118902105 13D Page 3 of 24 Pages
1 NAME OF REPORTING PERSON
MIKAEL SALOVAARA
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO
ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,160,979
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
1,160,979
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,160,979
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.4%
(based on 10,170,143 shares outstanding on December 14, 1994)
14 TYPE OF REPORTING PERSON
IN
Page 3 of 24 Pages
<PAGE>
CUSIP No. 118902105 13D Page 4 of 24 Pages
1 NAME OF REPORTING PERSON
ALFRED C. ECKERT, III
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO
ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,160,979
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
1,160,979
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,160,979
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.4%
(based on 10,170,143 shares outstanding on December 14, 1994)
14 TYPE OF REPORTING PERSON
IN
Page 4 of 24 Pages
<PAGE>
CUSIP No. 118902105 13D Page 5 of 24 Pages
1 NAME OF REPORTING PERSON
SOUTH STREET CORPORATE RECOVERY FUND I, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO
ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 914,908
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
914,908
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
914,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.0%
(based on 10,170,143 shares outstanding on December 14, 1994)
14 TYPE OF REPORTING PERSON
PN
Page 5 of 24 Pages
<PAGE>
CUSIP No. 118902105 13D Page 6 of 24 Pages
1 NAME OF REPORTING PERSON
SSP ADVISERS, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO
ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 914,908
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
914,908
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
914,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.0%
(based on 10,170,143 shares outstanding on December 14, 1994)
14 TYPE OF REPORTING PERSON
PN
Page 6 of 24 Pages
<PAGE>
CUSIP No. 118902105 13D Page 7 of 24 Pages
1 NAME OF REPORTING PERSON
SOUTH STREET LEVERAGED CORPORATE RECOVERY FUND, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO
ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 223,297
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
223,297
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,297
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.2%
(based on 10,170,143 shares outstanding on December 14, 1994)
14 TYPE OF REPORTING PERSON
PN
Page 7 of 24 Pages
<PAGE>
CUSIP No. 118902105 13D Page 8 of 24 Pages
1 NAME OF REPORTING PERSON
SSP PARTNERS, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO
ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 223,297
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
223,297
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,297
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.2%
(based on 10,170,143 shares outstanding on December 14, 1994)
14 TYPE OF REPORTING PERSON
PN
Page 8 of 24 Pages
<PAGE>
CUSIP No. 118902105 13D Page 9 of 24 Pages
1 NAME OF REPORTING PERSON
SSP, INC.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO
ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,138,205
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
1,138,205
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,138,205
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.2%
(based on 10,170,143 shares outstanding on December 14, 1994)
14 TYPE OF REPORTING PERSON
CO
Page 9 of 24 Pages
<PAGE>
CUSIP No. 118902105 13D Page 10 of 24 Pages
1 NAME OF REPORTING PERSON
SOUTH STREET CORPORATE RECOVERY FUND I (INTERNATIONAL), L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO
ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH WEST INDIES
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 22,774
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
22,774
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,774
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.2%
(based on 10,170,143 shares outstanding on December 14, 1994)
14 TYPE OF REPORTING PERSON
PN
Page 10 of 24 Pages
<PAGE>
CUSIP No. 118902105 13D Page 11 of 24 Pages
1 NAME OF REPORTING PERSON
SSP INTERNATIONAL PARTNERS, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO
ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 22,774
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
22,774
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,774
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.2%
(based on 10,170,143 shares outstanding on December 14, 1994)
14 TYPE OF REPORTING PERSON
PN
Page 11 of 24 Pages
<PAGE>
CUSIP No. 118902105 13D Page 12 of 24 Pages
1 NAME OF REPORTING PERSON
SSP INTERNATIONAL, INC.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO
ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 22,774
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
22,774
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,774
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.2%
(based on 10,170,143 shares outstanding on December 14, 1994)
14 TYPE OF REPORTING PERSON
CO
Page 12 of 24 Pages
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01
per share (the "Common Stock"), of Bucyrus-Erie Company (the "Issuer").
The address of the principal executive offices of the Issuer is 1100
Milwaukee Avenue, South Milwaukee, Wisconsin 53172.
Item 2. Identity and Background.
(a), (b), (c) and (f)
Greycliff Partners is a New Jersey general partnership with
its principal place of business located at 89 Headquarters Plaza,
Morristown, New Jersey 07960, the principal business of which is the
management of investment funds. Greycliff Partners is the investment
advisor to each of the South Street Leveraged Corporate Recovery Fund,
L.P.; the South Street Corporate Recovery Fund I, L.P. and the South
Street Corporate Recovery Fund I (International), L.P. Mikael Salovaara
and Alfred C. Eckert, III are signatories to the Greycliff Partners
partnership agreement which provides that Messrs. Salovaara and Eckert
are the sole general partners in Greycliff Partners. Messrs. Salovaara
and Eckert are currently engaged in litigation relating to, among other
things, their duties and responsibilities under the Greycliff Partners'
partnership agreement.
South Street Leveraged Corporate Recovery Fund, L.P., a
Delaware limited partnership, with its principal place of business at
3801 Kennett Pike, Suite D300, Wilmington, Delaware 19807 is
principally involved in investments in securities of persons in monetary
default on their obligations or the long-term debt of which trade in
excess of 1000 basis points over U.S. Treasury Securities of comparably
weighted average lives ("Recovery Securities") and interim investments.
SSP Partners, L.P., a Delaware limited partnership with its
principal place of business at 3801 Kennett Pike, Suite D300,
Wilmington, Delaware 19807 is the general partner of South Street
Leveraged Corporate Recovery Fund, L.P. The principal business of SSP
Partners, L.P. is to act as the general partner of South Street
Leveraged Corporate Recovery Fund, L.P. and other investment funds.
SSP, Inc., a Delaware corporation, the executive officers
and directors of which are listed below, with its principal place of
business at 3801 Kennett Pike, Suite D300, Wilmington, Delaware 19807 is
the general partner of SSP Partners, L.P. The principal business of
SSP, Inc. is to act as general partner for SSP Partners L.P. and SSP
Advisers, L.P.
Page 13 of 24 Pages
<PAGE>
Mikael Salovaara, a natural person and U.S. citizen whose
principal business address is 89 Headquarters Plaza, Morristown, New
Jersey 07960 is a 50% shareholder, each of SSP, Inc. and SSP
International, Inc. He is a senior managing director of The Blackstone
Group, a mercant banking firm. His principal business is merchant
banking and the management of investment funds.
Alfred C. Eckert, III, a natural person and U.S. citizen
whose principal business address is 89 Headquarters Plaza, Morristown,
New Jersey 07960 is a 50% shareholder and a director of each of SSP,
Inc. and SSP International, Inc. He is the president and a director of
Greenwich Street Capital Partners, Inc., a private equity fund. His
principal business is the management of investment funds.
Denise and Gary Hindes, natural persons and U.S. citizens
whose principal business address is SSP, Inc., 3801 Kennett Pike, Suite
D300, Wilmington, Delaware 19807 are directors of SSP, Inc. Denise
Hindes is also the president of SSP, Inc. Their principal business is
money management and investing.
South Street Corporate Recovery Fund I, L.P., a Delaware
limited partnership, with its principal place of business at 3801
Kennett Pike, Suite D300, Wilmington, Delaware 19807 is principally
involved in investments in Recovery Securities and interim investments.
SSP Advisers, L.P., a Delaware limited partnership with its
principal place of business at 3801 Kennett Pike, Suite D300,
Wilmington, Delaware 19807 is the general partner of South Street
Corporate Recovery Fund I, L.P. The principal business of SSP Partners,
L.P. is to act as the general partner of South Street Corporate Recovery
Fund I, L.P. and other investment funds.
South Street Corporate Recovery Fund I (International),
L.P., a Grand Cayman limited partnership, with registered offices in
care of Caledonian Bank & Trust Limited, Caledonian House, P.O. Box
1043, George Town, Grand Cayman, B.W. I. is principally involved in
investments in Recovery Securities and interim investments.
SSP International Partners, L.P., a Grand Cayman limited
partnership with with registered offices in care of Caledonian Bank &
Trust Limited, Caledonian House, P.O. Box 1043, George Town, Grand
Cayman, B.W. I. is the general partner of South Street Corporate
Recovery Fund I (International), L.P. The principal business of SSP
International Partners, L.P. is to act as the general partner of South
Street Corporate Recovery Fund I (International), L.P. and other
investment funds.
SSP International, Inc., a Grand Cayman corporation, the
executive officers and directors of which are listed above, with
registered offices in care of Caledonian Bank & Trust Limited,
Caledonian House, P.O. Box 1043, George Town, Grand Cayman,
Page 14 of 24 Pages
<PAGE>
B.W. I. is the general partner of SSP International Partners, L.P. The
principal business of SSP International, Inc. is to act as general
partner for SSP International Partners L.P.
Greycliff Partners; Mikael Salovaara; Alfred C. Eckert, III;
South Street Corporate Recovery Fund I, L.P.; SSP Partners, L.P.; SSP,
Inc.; South Street Leveraged Corporate Recovery Fund, L.P.; SSP
Advisers, L.P.; South Street Corporate Recovery Fund I (International),
L.P.; SSP International Partners, L.P. and SSP International, Inc. are
sometimes hereinafter collectively referred to as the "Reporting
Persons." South Street Leveraged Corporate Recovery Fund, L.P. South
Street Corporate Recovery Fund I, L.P. and South Street Corporate
Recovery Fund I (International), L.P. are sometimes hereinafter
collectively referred to as the "South Street Entities."
(d) and (e)
None of the Reporting Persons; nor, to the bestt knowledge
of the Reporting Persons, any executive officer or director of either of
the incorporated Reporting Persons or general partner of the
partnerships has, during the last five years, been convicted in criminal
proceeding (excluding traffic violations and similar misdemeanors) or
was or is subject to a judgment, decree or final order in respect of
federal or state securities laws.
Item 3. Source and Amount of Funds or Other Consideration.
On February 18, 1994, each of the Issuer and its parent, B-E
Holdings, Inc. ("Holdings"), filed petitions for relief under Chapter 11
of the Federal Bankruptcy Code with the United States Bankruptcy Court,
Eastern District of Wisconsin (the "Bankruptcy Court"). The Second
Amended Joint Plan of Reorganization of Holdings and the Issuer dated
September 19, 1994, as modified December 1, 1994, (the "Plan"), was
confirmed on December 1, 1994 by the Bankruptcy Court.
Pursuant to Sections 3.08, 3.09 and 3.13 of the Plan the
proofs of claim filed on behalf of South Street Leveraged Corporate
Recovery Fund, L.P., South Street Corporate Recovery Fund I, L.P. and
South Street Corporate Recovery Fund I (International), L.P. as the
holders of approximately $2.5, $10.2 and $0.3 million principal amount
of Bucyrus-Erie 10% Senior Notes due 1996; $2.9, $11.7 and $0.3 million
principal amount of Bucyrus-Erie Resettable Senior Notes due January 1,
1996 and $0.1, $0.4 and $0.0 million principal amount of B-E Holdings
Series A 12.5% Senior Debentures due September 15, 2002, respectively,
were classified as Class 4A, 4B and 6 Claims respectively (Sections
3.08, 3.09 and 3.13). Pursuant to Sections 3.08, 3.09 and 3.13 of the
Plan, on or as soon as practicable after the effective date of the Plan,
as the holders of the allowed Class 4A, 4B and 6 Claims, South Street
Leveraged Corporate Recovery Fund L.P., South Street Corporate Recovery
Fund I, L.P. and South Street Corporate Recovery Fund I (International),
L.P. became entitled to receive, in full and final satisfaction of such
claims 223,297, 914,908 and 22,774 shares of Common Stock.
Page 15 of 24 Pages
<PAGE>
Pursuant to Section 7.02 of the Plan, Common Stock to be
issued under the Plan is deemed to be issued as of the effective date of
the Plan regardless of the date on which Common Stock is actually dated,
authenticated or distributed.
The investments in the Bucyrus-Erie 10% Senior Notes due
1996, the Bucyrus-Erie Resettable Senior Notes due January 1, 1996 and
the B-E Holdings Series A 12.5% Senior Debentures due September 15, 2002
were purchased with the South Street Entities' investment funds.
Item 4. Purpose of Transaction.
Except as otherwise described herein, the South Street
Entities acquired the shares of Common Stock described in Item 5 below
for investment purposes.
Although the Reporting Persons may in the future seek in
open market or privately negotiated transactions, to acquire additional
shares of Common Stock or to dispose of all or a portion of Common Stock
covered by this statement, the Reporting Persons presently do not intend
to acquire additional shares of Common Stock in the open market or
through privately negotiated transactions. At the current time the
shares of Common Stock beneficially owned by the South Street Entities
are in escrow pursuant to an agreement by and between the South Street
Entities and Jackson National Life Insurance Company ("Jackson"). This
agreement was a result of an objection made by Jackson to the
distribution of stock to the South Street Entities under the Plan.
Consequently until the Bankruptcy Court or other court of competent
jurisdiction enters an order releasing the Common Stock from such
escrow, none of the Reporting Persons is currently able to dispose, or
direct the disposition, of any of the Common Stock beneficially owned by
the South Street Entities. Once the Common Stock is released from
escrow, the Reporting Persons may from time to time consider or discuss
with third parties the disposition of some or all of the shares of
Common Stock. In making any decision whether to acquire or dispose of
shares of Common Stock, the Reporting Persons will consider various
factors, including, among other things, the Issuer's financial
condition, business and prospects, the price at which such securities
are trading, corporate governance issues and the nature of other
opportunities available.
Item 5. Interest in Securities of the Issuer.
(a) Items 1, 2, 11 and 13 of pages 2 through 12 hereof are
incorporated herein by reference.
Except as set forth herein none of the Reporting Persons;
nor, to the knowledge of the Reporting Persons, any executive officer or
director of the incorporated entities or any general partner of the
partnerships is the beneficial owner of any shares of Common Stock.
Page 16 of 24 Pages
<PAGE>
(b) Items 1, 2, 7, 8, 9 and 10 of pages 2 through 12
hereof are incorporated herein by reference.
As manager of each of the South Street Entities, Greycliff
Partners and its general partners have the power both to vote and,
subject to release from the escrow described in Item 4 above, dispose of
the shares of Common Stock beneficially owned by the South Street
Entities.
(c) None of the Reporting Persons, nor, to the knowledge
of the Reporting Persons, any executive officer or director of the
incorporated entities or any general partner of the partnerships has
conducted any transaction in the Common Stock during the past sixty
days.
(d) Pursuant to the terms of the limited partnership
agreements of each of the South Street Entities, the limited partners of
each of the South Street Entities have the right to receive any
dividends in respect of, or proceeds of sales of, the Common Stock in
proportion to their partnership interests, subject to certain
allocations to the general partners, in each of the South Street
Entities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
On the Effective Date pursuant to the Plan, the Issuer
issued an aggregate principal amount of $52,072,000 of Secured Notes due
December 14, 1999 to the South Street Entities (representing
substantially all the long-term debt of the Issuer - $53,169,481 at
December 31, 1994) in exchange for notes previously held by the South
Street Entities and the Issuer's obligations under a sale and leaseback
financing arrangement. Interest on the Secured Notes due December 14,
1999 accrues at a rate of 10.5% per annum until December 14, 1995.
Thereafter, interest accrues at a rate of 10.5% per annum, if paid in
cash, or 13.0% per annum, if paid in kind.
Pursuant to the Plan, the Issuer entered into the New
Bucyrus Registration Rights Agreement (as defined in Section 1.094 of
the Plan), which provides for certain registration and related rights of
the holders of an aggregate of 1,000,000 or more shares of the Common
Stock distributed pursuant to the Plan. The South Street Entities are
entitled to rights under such agreement by reason of being the holders
of an aggregate of more than 1,000,000 shares of the Common Stock
distributed pursuant to the Plan.
Other than the Secured Notes and indenture relating thereto
and the Registration Rights Agreement, discussed above, none of the
Reporting Persons, nor, to the best of the knowledge of the Reporting
Persons, any executive officers or directors of
Page 17 of 24 Pages
<PAGE>
either of the incorporated entities or general partners of the
partnerships, has entered into any contract, arrangement, understanding
or relationship with respect to Securities of the Issuer.
Item 7. Material To Be Filed As Exhibits.
The following are filed as Exhibits:
Exhibit A Joint Filing Agreement among the Reporting
Persons
dated as of June ___, 1995.
Page 18 of 24 Pages
<PAGE>
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: June 15, 1995
GREYCLIFF PARTNERS
BY: /s/Mikael Salovaara
Name: Mikael Salovaara
Title: Partner
MIKAEL SALOVAARA
/s/Mikael Salovaara
Mikael Salovaara
ALFRED C. ECKERT, III
/s/Alfred C. Eckert, III
Alfred C. Eckert, III
SOUTH STREET LEVERAGED
CORPORATE RECOVERY FUND, L.P.
BY: /s/Denise T. Hindes
Name: Denise T. Hindes
Title: President, SSP., Inc.
General Partner of General Partner
Page 19 of 24 Pages
<PAGE>
SOUTH STREET CORPORATE
RECOVERY FUND I, L.P.
BY: /s/Denise T. Hindes
Name: Denise T. Hindes
Title: President, SSP., Inc.
General Partner of General Partner
SOUTH STREET CORPORATE
RECOVERY FUND I
(INTERNATIONAL), L.P.
BY: /s/Mikael Salovaara
Name: Mikael Salovaara
For the General Partner,
SSP International Partners, L.P.
SSP ADVISERS, L.P.
BY: /s/Denise T. Hindes
Name: Denise T. Hindes
Title: President, SSP., Inc.
General Partner of General Partner
SSP PARTNERS, L.P.
BY: /s/Denise T. Hindes
Name: Denise T. Hindes
Title: President, SSP., Inc.
General Partner of General Partner
SSP, INC.
BY: /s/Denise T. Hindes
Name: Denise T. Hindes
Title: President
Page 20 of 24 Pages
<PAGE>
SSP INTERNATIONAL PARTNERS, L.P.
BY: /s/Mikael Salovaara
Name: Mikael Salovaara
For the General Partner,
SSP International Partners, L.P.
SSP INTERNATIONAL, INC.
BY: /s/Mikael Salovaara
Name: Mikael Salovaara
Principal and Director
Page 21 of 24 Pages
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with all other Reporting Persons (as such term is defined
in the Schedule 13D referred to below) on behalf of each of them of a
statement on Schedule 13D (including amendments thereto) with respect to
the Common Stock, $0.01 value per share, of Bucyrus-Erie Company, and
that this Agreement be included as an Exhibit to such joint filing.
This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 15th day of June, 1995.
GREYCLIFF PARTNERS
BY: /s/Mikael Salovaara
Name: Mikael Salovaara
Title: Partner
MIKAEL SALOVAARA
/s/Mikael Salovaara
Mikael Salovaara
ALFRED C. ECKERT, III
/s/Alfred C. Eckert, III
Alfred C. Eckert, III
Page 22 of 24 Pages
<PAGE>
SOUTH STREET LEVERAGED
CORPORATE RECOVERY FUND, L.P.
BY: /s/Denise T. Hindes
Name: Denise T. Hindes
Title: President, SSP., Inc.
General Partner of General Partner
SOUTH STREET CORPORATE
RECOVERY FUND I, L.P.
BY: /s/Denise T. Hindes
Name: Denise T. Hindes
Title: President, SSP., Inc.
General Partner of General Partner
SOUTH STREET CORPORATE
RECOVERY FUND I
(INTERNATIONAL), L.P.
BY: /s/Mikael Salovaara
Name: Mikael Salovaara
For the General Partner,
SSP International Partners, L.P.
SSP ADVISERS, L.P.
BY: /s/Denise T. Hindes
Name: Denise T. Hindes
Title: President, SSP., Inc.
General Partner of General Partner
SSP PARTNERS, L.P.
BY: /s/Denise T. Hindes
Name: Denise T. Hindes
Title: President, SSP., Inc.
General Partner of General Partner
Page 23 of 24 Pages
<PAGE>
SSP, INC.
BY: /s/Denise T. Hindes
Name: Denise T. Hindes
Title: President
SSP INTERNATIONAL PARTNERS, L.P.
BY: /s/Mikael Salovaara
Name: Mikael Salovaara
For the General Partner,
SSP International Partners, L.P.
SSP INTERNATIONAL, INC.
BY: /s/Mikael Salovaara
Name: Mikael Salovaara
Principal and Director
Page 24 of 24 Pages
