<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Westerbeke Corporation
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
957547102
(Cusip Number)
Paul B. Luber
c/o Great Lakes Capital Holdings, LLP
4201 North Oakland Avenue
(414) 906-9900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 13, 1998
(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
[ ].
*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).
**The total number of shares reported herein is 141,255 shares, which
constitutes approximately 7.36% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 1,917,812 shares
outstanding based on information contained in the Issuer's 10-Q Quarterly Report
for the Quarterly period ending July 25, 1998.
<PAGE> 2
1. Name of Reporting Person:
Paul B. Luber
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e):
/ /
6. Citizenship: United States
7. Sole Voting Power: Paul Luber 133,255 (1)
Great Lakes Capital
Holdings, LLP
79,700 (1)
Number of Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: Paul Luber 133,255 (1)
Person With Great Lakes Capital
Holdings, LLP
79,700 (1)
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 133,255 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.95%
14. Type of Reporting Person: IN
- ----------
(1) Paul Luber owns directly 53,555 shares of Common Stock and has sole
voting and dispositive power of the 79,700 shares of Common Stock owned
directly by Great Lakes Capital Holdings, LLP.
2
<PAGE> 3
1. Name of Reporting Person:
Oyvind Solvang
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship: Norway
7. Sole Voting Power: 8,000
Number of Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 8,000
Person With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 8,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): less than one
percent
14. Type of Reporting Person: IN
- ----------
3
<PAGE> 4
1. Name of Reporting Person: Great Lakes Capital Holdings, L.L.P.
IRS Identification No. 39-1687202
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Wisconsin
7. Sole Voting Power: 79,700 (1)
Number of
Shares 8. Shared Voting Power: -0-
Beneficially
Owned By 9. Sole Dispositive Power: 79,700 (1)
Each
Reporting 10. Shared Dispositive Power: -0-
Person With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
79,700 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.16%
14. Type of Reporting Person: PN
- ----------
(1) Paul Luber owns directly 53,555 shares of Common Stock and has sole
voting and dispositive power of the 79,700 shares of Common Stock owned
directly by Great Lakes Capital Holdings, LLP.
4
<PAGE> 5
Item 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $0.01 per
share (the "Stock"), of Westerbeke Corporation. (the "Issuer"). The principal
executive offices of the Issuer are located at Avon Industrial Park, Avon
Massachusetts, 02322. The statement is being filed on behalf of Paul B.
Luber, Great Lakes Capital Holdings, LLP and Oyvind Solvang.
Item 2. IDENTITY AND BACKGROUND.
First Reporting Person
Paul B. Luber.
7900 W. Tower Avenue, Milwaukee, Wisconsin 53223.
Occupation: Chief Executive Officer, Super Steel Products
Corp. 7900 W. Tower Avenue, Milwaukee, Wisconsin 53233.
Second Reporting Person
Great Lakes Capital Holdings, LLP.
c/o Paul B. Luber
4201 North Oakland Avenue
Shorewood, Wisconsin 53211
The general partners of Great Lakes Capital Holdings, LLP are
Paul B. Luber and Fred G. Luber. Information for Paul B. Luber
is set forth above. Information for Fred G. Luber is as
follows:
Fred G. Luber
7900 W. Tower Avenue
Milwaukee, Wisconsin 53233
Occupation: Chairman, Super Steel Products Corp.
Third Reporting Person
Oyvind Solvang
700 North Water Street
Suite 1200
Milwaukee, Wisconsin 53202
Occupation: Principal, Lubar & Co.
None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
5
<PAGE> 6
None of the entities or persons identified in this Item 2 has,
during the last five years, 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.
All of the natural persons identified in this Item 2 are
citizens of the United States of America except that Oyvind
Solvang is a citizen of Norway.
Great Lakes Capital Holdings, LLP is a Wisconsin limited
liability partnership.
6
<PAGE> 7
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock reported hereon are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Paul B. Luber PF $13,375
Great Lakes Capital Holdings, LLP WC $3,250
Oyvind Solvang No shares purchased N/A
in last 60 days
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the shares of Stock
reported herein primarily for investment purposes. The Reporting Persons have
had discussions with senior management of the Issuer regarding a number of
issues including the purchase of additional stock by the Reporting Persons and
representation on the Issuer's board of directors, and may in the future have
additional discussions concerning various operational and financial aspects of
the Issuer's business. The Reporting Persons also may, in the future, have
discussions with senior management and other shareholders of the Issuer
concerning various ways of maximizing long-term shareholder value.
Depending on market conditions and other factors that each of the
Reporting Persons may deem material to its investment decision, such Reporting
Person may purchase additional shares of the Stock in the open market or in
private transactions. Depending on these same factors, such Reporting Person may
sell all or a portion of the shares of the Stock that it now owns or hereafter
may acquire on the open market or in private transactions.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Paul B. Luber.
Mr. Luber may be deemed to be the beneficial owner of 133,255
shares of Stock, which constitutes 6.95% of the outstanding
shares of the Stock.
Paul B. Luber has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 133,255 shares
of Stock.
Great Lakes Capital Holdings, LLP
Because of their position as general partners of Great Lakes
Capital Holdings, LLP, each of Paul B. Luber and Fred G. Luber
may be deemed to be the beneficial owner of 79,700 shares of
Stock owned by Great Lakes Capital Holdings, LLP.
7
<PAGE> 8
Oyvind Solvang
Oyvind Solvang is the beneficial owner of and has sole voting
and dispositive power with respect to 8,000 shares of stock,
which constitutes less than one percent of the outstanding
stock.
To the best of the knowledge of each of the Reporting Persons,
other than as set forth above, none of the persons named in
Item 2 herein is the beneficial owner of any shares of the
Stock.
(c) During the past 60 days, the Reporting Persons have purchased
shares of the Stock in the open market in transactions as
follows:
No. of Shares Price Per
Person Date Purchased Share
Great Lakes Capital 09/09/98 1,000 $3.25
Paul Luber 10/13/98 5,000 $2.675
Except as set forth in this paragraph (c), to the best of the
knowledge of each of the Reporting Persons, none of the
persons named in response to paragraph (a) has effected any
transactions in shares of the Stock since the last filing.
(d) Each of the Reporting Persons affirms that no person other
than such Reporting Person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of the Stock owned by such
Reporting Person.
(e) Not Applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Agreement regarding joint filing of the Report.
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned hereby certify that the information set forth in this statement
is true, complete and correct.
DATED: October 28, 1998
/s/ Paul B. Luber
----------------------------------
Paul B. Luber
Great Lakes Capital Holdings, LLP
By: /s/ Paul B. Luber
-----------------------------
Paul B. Luber, Partner
/s/ Oyvind Solvang
----------------------------------
Oyvind Solvang
8
<PAGE> 9
Exhibit to Amendment No. 1
to
Schedule 13D Relating to
Westerbeke Corporation
The undersigned hereby agree that the attached Amendment No. 1 to
Schedule 13D is filed on behalf of each of the undersigned.
/s/ Paul B. Luber
----------------------------------
Paul B. Luber
Great Lakes Capital Holdings, LLP
By: /s/ Paul B. Luber
------------------------------
Paul B. Luber, Partner
/s/ Oyvind Solvang
----------------------------------
Oyvind Solvang
