UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
EFI Electronics Corporation
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(Name of Issuer)
Common Stock, $.0001 par value
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(Title of Class of Securities)
268428-20-8
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(CUSIP Number)
Richard G. Brown, Esq.
Parr, Waddoups, Brown, Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, UT 84111
Telephone: (801) 532-7840
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 28, 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. o.
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 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 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
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<PAGE>
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above person (entities only).
Gaylord K. Swim
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
AF
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5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
529,734
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
8 Shared Voting Power
844,191 (includes 20,000 shares underlying currently
exercisable warrants)
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9 Sole Dispositive Power
529,734
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10 Shared Dispositive Power
844,191 (includes 20,000 shares underlying currently
exercisable warrants)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,373,925 (includes 20,000 shares underlying currently exercisable
warrants)
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11)
24.6%
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14 Type of Reporting Person (See Instructions)
IN
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2
<PAGE>
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above person (entities only).
Greenwood Management Corporation
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
AF
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5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Utah
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7 Sole Voting Power
0
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
8 Shared Voting Power
824,191 (includes 20,000 shares underlying currently
exercisable warrants)
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
824,191 (includes 20,000 shares underlying currently
exercisable warrants)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
824,191 (includes 20,000 shares underlying currently exercisable
warrants)
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11)
14.7%
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14 Type of Reporting Person (See Instructions)
CO
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<PAGE>
This Amendment No. 2 to Schedule 13D amends and supplements, and should be read
in conjunction with, the Schedule 13D filed on October 7, 1996 and Amendment No.
1 thereto filed on October 2, 1997.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
On January 28, 1999, Greenwood II Ltd., a Utah limited
partnership ("Greenwood II") purchased a total of 8,600 shares of the
Common Stock at prices ranging from $.9375 to $1.00. The Gaylord K.
Swim Family Living Trust, of which Gaylord K. Swim ("Swim") is a
trustee, is the sole limited partner of Greenwood II with a 99%
beneficial interest. Greenwood Management Corporation ("Greenwood") is
the general partnerof Greenwood II and holds a 1% interest.
The following information is provided in response to General
Instruction C: This item is not applicable to the officers, directors
and controlling shareholder of Greenwood because none of the shares
purchased in the foregoing-described transaction were purchased by such
officers, directors or controlling shareholder.
Item 4. Purpose of Transaction
The shares purchased by Greenwood II were acquired for
investment purposes.
Swim and Greenwood reserve the right to purchase additional
shares of the Common Stock or to dispose of shares of the Common Stock
in the open market, in privately negotiated transactions or in any
other lawful manner in the future. Except as described above, Swim and
Greenwood presently have no plans or proposals which relate to or would
result in any action enumerated in subparagraphs (a) through (j) of the
instructions for Item 4 of Schedule 13D.
The following information is provided in response to General
Instruction C: This item is not applicable to the officers, directors
and controlling shareholder of Greenwood because none of the shares
purchased in the foregoing-described transaction were purchased by such
officers, directors or shareholder. The officers, directors and
controlling shareholder of Greenwood reserve the right to purchase
additional shares of the Common Stock or to dispose of shares of the
Common Stock in the open market, in privately negotiated transactions
or in any other lawful manner in the future. The officers, directors
and controlling shareholder of Greenwood presently have no plans or
proposals which relate to or would result in any action enumerated in
subparagraphs (a) through (j) of the instructions for Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of the Common Stock
beneficially owned by Swim is 1,373,925 shares, which
represents 24.6% of the outstanding shares of the
Issuer. The aggregate number of shares of the Common
Stock beneficially owned by Greenwood is 824,191
shares, which represents 14.7% of the outstanding
shares of the Issuer. The following information is
provided in response to General Instruction C: The
only officer, director or shareholder of Greenwood
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<PAGE>
who owns shares of the Common Stock is The Katherine
Merrill Swim Family Living Trust, which owns 100,000
shares of the Common Stock.
(b) Swim has the sole power to vote or direct the vote
and sole power to dispose or to direct the
disposition of 529,734 shares of the Common Stock, of
which (i) 505,567 shares are held by Swim as trustee
of the Gaylord K. Swim Trust, as to which Swim has
sole investment and voting power as trustee and (ii)
24,167 shares are held by Swim Financial Corporation,
of which Swim is an executive officer, director and
majority owner. Swim also is a trustee of a
charitable trust that owns 20,000 shares of the
Common Stock. Swim disclaims beneficial ownership of
such shares, but has shared voting power with respect
to such shares. In addition, Swim, as the trustee of
the sole limited partner of Greenwood II and as
investment advisor to both Greenwood II and
Greenwood, shares with Greenwood dispositive power
with respect to the 824,191 shares of the Common
Stock held by Greenwood II which includes currently
exercisable warrants to purchase 20,000 shares of the
Common Stock, which warrants were issued in the name
of Greenwood II. By virtue of his family relationship
with Katherine M. Swim, an officer, director and
trustee of the controlling shareholder of Greenwood,
Swim may be deemed to share the voting power with
Greenwood with respect to such shares.
The following information is provided in response to
General Instruction C: Katherine M. Swim, as the sole
trustee of The Katherine M. Swim Family Living Trust
(a revocable trust), has sole dispositive power and
sole voting power with respect to 100,000 shares of
the Common Stock owned by The Katherine M. Swim
Family Living Trust, which is the controlling
shareholder of Greenwood.
(c) See Item 3 above.
(d) No change.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No change.
Item 7. Material to Be Filed as Exhibits
Attached hereto as Exhibit A is a copy of a written agreement
relating to the filing of a joint statement as required by Rule
13d-1(f) under the Securities Exchange Act of 1934.
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<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.
2/18/99 /s/ GAYLORD K. SWIM
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Date Gaylord K. Swim
GREENWOOD MANAGEMENT CORPORATION
a Utah corporation
2/18/99 By: /s/ KATHERINE M. SWIM
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Date Katherine M. Swim, Pres.
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INDEX TO EXHIBITS
Exhibit Description
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A Written agreement relating to the
filing of a joint statement as
required by Rule 13d-1(f) under the
Securities Exchange Act of 1934
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<PAGE>
AGREEMENT
The undersigned agree that this Amendment No. 2 to Schedule 13D of
Gaylord K. Swim and Greenwood Management Corporation relating to shares of
common stock of EFI Electronics Corporation shall be filed on behalf of the
undersigned.
By: /s/ GAYLORD K. SWIM
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Gaylord K. Swim
GREENWOOD MANAGEMENT
CORPORATION, a Utah corporation
By: /s/ KATHERINE M. SWIM
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Katherine M. Swim, President
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