UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
The Westwood Group, Inc.
(Name of Issuer)
Common Stock, .01 par value per share
(Title of Class of Securities)
961754 10 8
(CUSIP Number)
Francis J. Feeney, Jr., Hutchins, Wheeler & Dittmar
101 Federal Street, Boston, MA 02110
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 24 , 1997
(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 the statement [ ]. (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).
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SCHEDULE 13D
CUSIP No. 961754 10 8 Page 2 of 5 Pages
1. NAME OF REPORTING PERSON - Charles F. Sarkis
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - __________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6.CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
899,616
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 899,616
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
899,616
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.4%
14. TYPE OF REPORTING PERSON
IN
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This Statement further amends and supplements the Statement on Schedule
13D, as previously amended, filed by Charles F. Sarkis with respect to the
Common Stock, par value $.01 per share of The Westwood Group, Inc., a Delaware
corporation (the "Issuer").
ITEM 3. Source and Amount of Funds or Other Consideration:
Item 3 is hereby amended by adding thereto the following language:
On November 24, 1997, the Board of Directors of the Issuer
authorized the grant of an option to Mr. Sarkis to purchase 20,000
shares of Common Stock of the Issuer at an exercise price of $3.00
per share, and Mr. Sarkis entered into an Executive Non-Qualified
Stock Option Agreement with the Issuer effective as of November 24,
1997 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. Sarkis exercises all or part of such option would be his
personal funds.
ITEM 5. Interest in Securities of the Issuer:
Item 5 is hereby amended by striking out the present language
thereof and inserting in lieu thereof the following new language:
(a) Mr. Sarkis beneficially owns 797,404 shares of Class B Common
Stock held of record by him. In addition, Mr. Sarkis has the right
to acquire 95,000 shares of Common Stock upon the exercise of
options as described in Item 3. As the sole director and stockholder
of Sarkis Management Corporation, Mr. Sarkis also beneficially owns
7,212 shares of Class B Common Stock which are held of record by
that entity. Because the Class B Common Stock is at all times
convertible into Common Stock (on a one-for-one basis), as a result
of his beneficial ownership of the shares of Class B Common Stock
described above, Mr. Sarkis beneficially owns an aggregate of
899,616 shares of Common Stock, constituting approximately 72.4% of
the 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 95,000
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).
<PAGE>
(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) Mr. Sarkis entered into an Executive Non-Qualified Stock Option
Agreement with the Issuer effective as of November 24, 1997 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, the shares
described in Item 5(a).
(e) Not Applicable.
* * * * * * * * * * *
<PAGE>
SIGNATURES
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.
/s/Charles F. Sarkis
Dated: July 9, 1998 Charles F. Sarkis
256870-1
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