UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 - Richard P. Dalton
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
52,350
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 52,350
PERSON WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,350
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
14. TYPE OF REPORTING PERSON
IN
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This Statement amends and supplements the Statement on Schedule 13D, as
previously amended, filed by Richard P. Dalton 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. Dalton to purchase 15,000
shares of Common Stock of the Issuer at an exercise price of $3.00
per share, and Mr. Dalton 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. Dalton 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. Dalton has the right to acquire 40,000 shares of Common
Stock upon the exercise of options as described in Item 3. In
addition, Mr. Dalton beneficially owns 12,350 shares of Common
Stock. As a result, Mr. Dalton is the beneficial owner, for purposes
of this Schedule 13D, of 52,350 shares of Common Stock, constituting
approximately 13.7% 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 40,000 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. Dalton 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. Dalton entered into an Executive Non-Qualified Stock Option
Agreement with the Issuer effective as of November 24, 1997 as
described in Item 3 above.
<PAGE>
(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/Richard P. Dalton
Dated: July 9, 1998 Richard P. Dalton
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