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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
A. Paul Sarkis
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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) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
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SOLE VOTING POWER
7
NUMBER OF 41,109
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
- 0 -
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 41,109
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- 0 -
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
41,109
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
11.2%
- ------------------------------------------------------------------------------
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 A. Paul Sarkis. Mr. Sarkis is a
Director and Executive Vice President of the Issuer and his business address is
c/o The Westwood Group, Inc., 190 Veterans of Foreign Wars Parkway, Revere,
Massachusetts 02151.
Mr. Sarkis has not been convicted in a criminal proceeding during the past
five years (excluding traffic violations and similar misdemeanors), nor has Mr.
Sarkis 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. Sarkis is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration:
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On October 24, 1995, the Board of Directors of the Issuer granted an option
to Mr. Sarkis to purchase 25,000 shares of Common Stock of the Issuer at an
exercise price of $3.00 per share. 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. Sarkis exercises all or
part of such option 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. Sarkis 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 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
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Page 4 of 6
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:
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(a) Mr. Sarkis has the right to acquire 25,000 shares of Common Stock upon
the exercise of options as described in Item 3. In addition, Mr. Sarkis
beneficially owns 16,109 shares of Common Stock, which are issuable upon
conversion of the shares of Class B Common Stock beneficially owned by Mr.
Sarkis. As a result, Mr. Sarkis is the beneficial owner, for purposes of this
Schedule 13D, of 41,109 shares of Common Stock, constituting approximately 11.2%
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).
(b) Mr. Sarkis 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).
(c) On October 24, 1995, the Board of Directors of the Issuer granted an
option to Mr. Sarkis to purchase 25,000 shares of Common Stock of the Issuer at
an exercise price of $3.00 per share, as described in Item 3 above.
(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.
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Page 5 of 6
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer:
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There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Sarkis 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/ A. Paul Sarkis
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Date Signature
A. Paul Sarkis
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Name
