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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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THE WESTWOOD GROUP, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
961754 10 8
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(CUSIP Number)
Francis J. Feeney, Jr.
Hutchins, Wheeler & Dittmar
101 Federal Street, Boston, MA 02110 (617-951-6906)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 1995
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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 [_].
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting 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 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).
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CUSIP NO. 961754 10 8 13D PAGE 2 OF 6 PAGES
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael S. Fawcett
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
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SOLE VOTING POWER
7
NUMBER OF 25,600
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
- 0 -
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 25,600
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- 0 -
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
25,600
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
7.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6
ITEM 1. Security and Issuer:
-------------------
This statement relates to shares of common stock, $.01 par value
("Common Stock"), of The Westwood Group, Inc. (the "Issuer"). The
Issuer's principal executive offices are located at 190 Veterans of
Foreign Wars Parkway, Revere, Massachusetts 02151.
ITEM 2. Identity and Background:
-----------------------
This statement is filed on behalf of Michael S. Fawcett. Mr. Fawcett is
a principal of Dorman & Fawcett, an investment banking firm, and his
business mailing address is c/o Dorman & Fawcett, P.O. Box 214,
Hamilton, Massachusetts 01936. Mr. Fawcett is a Former Director of the
Issuer.
Mr. Fawcett has not been convicted in a criminal proceeding during the
past five years (excluding traffic violations and similar
misdemeanors), nor has Mr. Fawcett been party to a civil proceeding of
a judicial or administrative body of competent jurisdiction during the
past five years as a result of which he 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.
Mr. Fawcett is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration:
-------------------------------------------------
On October 9, 1992, the Board of Directors of the Issuer authorized the
grant of an option to Mr. Fawcett to purchase 25,000 shares of Common
Stock of the Issuer at an exercise price of $3.00 per share, and Mr.
Fawcett entered into a Non-Qualified Stock Option Agreement with the
Issuer effective as of October 24, 1995 in respect of such option. As
of the date hereof, such option is fully exercisable. It is presently
anticipated that the source of funds that would be used to purchase
shares of Common Stock in the event Mr. Fawcett exercises all or part
of such options would be his personal funds.
ITEM 4. Purpose of Transaction:
----------------------
The Board of Directors of the Issuer grants options to individual
Directors for the purpose of providing its Directors with a
proprietary interest in the Issuer, thereby giving them additional
incentives and helping to assure continued service.
Mr. Fawcett does not presently have any plans or proposals which would
result in: (a) the acquisition by any person of additional securities
of the Issuer, or the
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Page 4 of 6
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving
the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (d)
any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the
Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) any change in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class
of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a
class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. Interest in Securities of the Issuer:
------------------------------------
(a) Mr. Fawcett has the right to acquire 25,000 shares of Common Stock
upon the exercise of options as described in Item 3. In addition, Mr.
Fawcett beneficially owns 600 shares of Common Stock. As a result,
Mr. Fawcett is the beneficial owner, for purposes of this Schedule
13D, of 25,600 shares of Common Stock, constituting approximately 7.0%
of shares of Common Stock outstanding (based on the number of shares
outstanding as contained in the most recently available filing with
the Commission by the Issuer and including the 25,000 shares of Common
Stock issuable upon exercise of such options pursuant to Rule 13d-
3(d)(1) promulgated under the Securities Exchange Act of 1934, as
amended). Furthermore, Dorman & Fawcett, an investment banking firm
of which Mr. Fawcett is a principal, will be granted options to
acquire an amount of shares of the Issuer's Common Stock which, upon
exercise, will constitute 6.0% of the Issuer's capital stock on a
fully diluted basis, with an exercise price of $3.00 per share and a
term of fifteen years.
(b) Mr. Fawcett has sole power to vote or direct the voting and dispose
or direct the disposition of all of the shares described in Item 5(a),
except with regards to the options which will be granted to Dorman &
Fawcett, over which Mr. Fawcett will share with Mr. Terry Dorman (also
a principal of such firm) the power to vote or direct the voting and
dispose or direct the disposition of the shares issuable upon exercise
of such options.
(c) Mr. Fawcett entered into a Non-Qualified Stock Option Agreement
with the Issuer effective as of October 24, 1995 as described in Item 3
above.
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Page 5 of 6
(d) No person other than those disclosed in this Item is known to have
the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such shares of Common Stock.
(e) Not Applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer:
---------------------------
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Fawcett and any person with respect
to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profit,
division of profits or loss, or the giving or withholding of proxies,
nor are any of the securities pledged or otherwise subject to a
contingency the occurrence of which would give another person voting
power or investment power over such securities.
ITEM 7. Material to Be Filed as Exhibits:
--------------------------------
Not Applicable.
[Remainder of Page Intentionally Left Blank]
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Page 6 of 6
Signature
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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.
December 22, 1995 /s/ Michael S. Fawcett
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Date Signature
Michael S. Fawcett
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Name
