WESTERBEKE CORP
SC 13D, 1998-06-19
MOTORS & GENERATORS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Schedule 13D**

                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*


                             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)

                                  June 9, 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 112,500 shares, which
constitutes approximately 5.87% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 1,917,812 shares
outstanding.





<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  112,500 
                                                           (1) Great Lakes 
                                                           Capital Holdings, LLP
                                                           75,000 (1)
Number of Shares
Beneficially            8.       Shared Voting Power:      -0-
Owned By
Each
Reporting               9.       Sole Dispositive Power:   Paul Luber  112,500 
Person With                                                (1) Great Lakes 
                                                           Capital Holdings, LLP
                                                           75,000 (1)

                       10.       Shared Dispositive Power:    -0-

11.      Aggregate Amount Beneficially Owned by Each Reporting Person: 112,500 
         (1)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

                                    /   /

13.      Percent of Class Represented by Amount in Row (11): 5.87%

14.      Type of Reporting Person: IN
- ----------




(1)      Paul Luber owns directly 37,500 shares of Common Stock and has sole
         voting and dispositive power of the 75,000 shares of Common Stock owned
         directly by Great Lakes Capital Holdings, LLP.


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<PAGE>   3



1.       Name of Reporting Person:  Great Lakes Capital Holdings, L.L.P.

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:        75,000 (1)
Number of
Shares                     8.       Shared Voting Power:      -0-
Beneficially
Owned By                   9.       Sole Dispositive Power:   75,000 (1)
Each
Reporting                  10.      Shared Dispositive Power:   -0-
Person With

11.      Aggregate Amount Beneficially Owned by Each Reporting Person: 75,000 
         (1)

12.      Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

                                    /   /

13.      Percent of Class Represented by Amount in Row (11): 3.91%

14.      Type of Reporting Person: PN

- ----------






(1)      Paul Luber owns directly 37,500 shares of Common Stock and has sole
         voting and dispositive power of the 75,000 shares of Common Stock owned
         directly by Great Lakes Capital Holdings, LLP.



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<PAGE>   4



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.

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.

                  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).

                  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.

                  Great Lakes Capital Holdings, LLP is a Wisconsin limited
                  liability partnership.



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<PAGE>   5



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 are as follows:

REPORTING PERSON              SOURCE OF FUNDS            AMOUNT OF FUNDS

         PBL                       PF                      $127,527
         GLC                       WC                      $292,575

Item 4.  PURPOSE OF TRANSACTION.

         The Reporting Persons acquired and continue to hold the shares of Stock
reported herein for investment purposes. The Reporting Persons have had
discussions with senior management of the Issuer, and may in the future have
such 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)      Paul B. Luber.

                  Mr. Luber may be deemed to be the beneficial owner of 112,500 
                  shares of Stock, which constitutes 5.87% of the outstanding 
                  shares of the 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 75,000 shares of
                  Stock owned by Great Lakes Capital Holdings, LLP.

                  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.

         (b)      Paul B. Luber has the sole power to vote or to direct the vote
                  and to dispose or to direct the disposition of 112,500 shares
                  of Stock.

         (c)      During the past 60 days, the Reporting Persons have purchased
                  shares of the Stock in transactions as follows:


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<PAGE>   6



                             No. of Shares     Price Per
                  Date         Purchased        Share

                  04/29/98     1,200          $ 3.875
                  05/12/98       400            3.625
                  06/01/98     4,150             3.55
                  06/09/98     1,000            3.125
                  06/09/98     4,000             3.25
                  06/09/98     1,000             3.25
                  06/09/98     1,500             3.25
                  06/09/98     1,000             3.25
                  06/09/98     1,500             3.25
                  06/09/98     5,000             3.00
                  06/09/98     7,500           3.0625

                  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.

         None.

         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:            June 17, 1998


                                               /s/ Paul B. Luber
                                               ---------------------------
                                               Paul B. Luber


                                               Great Lakes Capital Holdings, LLP


                                               By: /s/ Paul B. Luber
                                                   -----------------------------
                                                   Paul B. Luber, Partner


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