SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Uranium Resources, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
916901-30-9
(CUSIP Number)
Brian L. Blomquist
7711 Carondelet Ave., St. Louis, MO 63105, (314) 727-5305
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 1995
(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 [X].
Check the following box if a fee is being paid with the 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.)
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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 916901-30-9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ryback Management Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
7 SOLE VOTING POWER
4,400,525
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,400,525
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,400,525
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
14 TYPE OF REPORTING PERSON
IA, CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 916901-30-9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindner Dividend Fund, a separate series of Lindner
Investments
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
Massachusetts
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,589,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.2%
14 TYPE OF REPORTING PERSON
IV, OO
<PAGE>
SCHEDULE 13D
CUSIP NO. 916091-30-9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindner Growth Fund, a separate series of Lindner
Investments
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
Massachusetts
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
811,525
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
14 TYPE OF REPORTING PERSON
IV, OO
<PAGE>
SCHEDULE 13D
CUSIP NO. 916901-30-9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindner Bulwark Fund, a separate series of Lindner
Investments
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
Massachusetts
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
750,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON
IV, OO
<PAGE>
Item 1. Security and Issuer.
Common Stock, par value $0.001 per share, (the "Stock") of Uranium
Resources, Inc. (the "Issuer"), 12750 Merit Drive, Suite 1020, Dallas, Texas
75251.
Item 2. Identity and Background.
Ryback Management Corporation, a Michigan corporation ("Ryback"), is a
registered investment adviser providing investment advisory services to a
number of investment company clients, including Lindner Dividend Fund
("Dividend Fund"), Lindner Growth Fund ("Growth Fund") and Lindner Bulwark
Fund ("Bulwark Fund") (Ryback, Dividend Fund, Growth Fund and Bulwark Fund
are collectively referred to herein as the "Reporting Persons"). Dividend
Fund, Growth Fund and Bulwark Fund are separate series of Lindner
Investments, a Massachusetts business trust (the "Trust"), a registered
investment company. The address of the principal business and principal
office for each of the Reporting Persons is 7711 Carondelet Ave., St. Louis,
MO 63105.
The following table sets forth certain information with respect to the
executive officers and directors of Ryback and the Trust. Each person is a
citizen of the United States and, unless otherwise indicated, has his
business address at 7711 Carondelet Ave., St. Louis, MO 63105.
Principal Occupation and
Business Address if Different
Name from that set forth above
- ---- -----------------------------
Eric E. Ryback (1)(2)(3) President of Ryback
Robert A. Lange (1) Senior Vice President of Ryback
Brian L. Blomquist (1) Vice President and Assistant
Secretary of Ryback
Lawrence G. Callahan (1) Vice President of Ryback
Terrence P. Fitzgerald (3) Vice President, Development Director,
The Mills Corporation
Washington Harbour
3000 K Street, NW, Suite 400
Washington, DC
Marc P. Hartstein (3) Assistant to Vice President,
Anheuser-Busch, Inc.
3 Middlebrook Lane
St. Louis, Missouri
Donald J. Murphy (3) President of Murcom Financial, Ltd.
970 E. Deerpath
Lake Forest, Illinois
<PAGE>
Doug T. Valassis (2)(3)(4) Chairman of the Board and Treasurer
of Ryback and President of Franklin
Enterprises, Inc.
520 Lake Cook Road
Deerfield, Illinois
Robert L. Byman (3) Partner in the law firm of
Jenner & Block
One IBM Plaza, Chicago, Illinois
Peter S. Horos (3) Investment Manager, All State Life
Insurance Company, All State Plaza,
Northbrook, Illinois
Dennis P. Nash (3) Vice President, Nellis Feed Company
899 Skokie Blvd.
Northbrook, Illinois
Edward W. Elliot, Jr.(4) Vice Chairman, Franklin Enterprises, Inc.
520 Lake Cook Road
Deerfield, Illinois
D. Craig Valassis (2)(4) Vice President, Franklin Enterprises, Inc.
520 Lake Cook Road
Deerfield, Illinois
Robert L. Miller (2) Treasurer, Franklin Enterprises, Inc.
520 Lake Cook Road
Deerfield, Illinois
- ---------------------------
(1) Each is also an executive officer of the Trust
(2) Director of Ryback
(3) Trustee of the Trust
(4) Messrs. Doug T. Valassis, D. Craig Valassis and Edward W.
Elliot, Jr. are co-Trustees of the Valassis Irrevocable Trust
u/t/a dated October 14, 1992, which is the owner of 77.5% of the
voting securities of Ryback
None of the Reporting Persons nor any of their executive officers, directors
or trustees has, during the last five years, been convicted in a criminal
proceeding.
None of the Reporting Persons nor any of their executive officers, directors
or trustees has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
a result of which he or it was or is subject to any 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.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds used by each of the Reporting Persons in the
acquisition of Stock was its respective working capital.
<PAGE>
Item 4. Purpose of Transaction.
The primary purpose for the acquisition of shares of Stock by the Reporting
Persons is for investment. The Reporting Persons may consult with other
shareholders of the Issuer, other members of management of the Issuer or
other persons about the Issuer and its business from time to time. In
addition, the Reporting Persons may acquire or seek to acquire beneficial
ownership of additional shares of Stock from time to time in the open
market, in privately negotiated transactions, through proxies, consents, or
other agreements or otherwise or may dispose of or seek to dispose of the
shares of Stock they hold.
In connection with a Note and Warrant Purchase Agreement (the "Purchase
Agreement"), dated May 25, 1995, among the Issuer, the Trust (on behalf of
Bulwark Fund) and the Dividend Fund, the Issuer agreed to appoint to its
Board of Directors two individuals designated by the Trust and Dividend Fund
and to nominate such individuals for re-election to the Board of Directors
at the Annual Meeting of shareholders held on December 19, 1995. Messrs.
George R. Ireland and James B. Tompkins were the designees of the Trust and
Dividend Fund that were appointed to the Issuer's Board of Directors and
nominated for re-election at the Issuer's Annual Meeting. Both were elected
to serve as directors until the next annual meeting of shareholders of the
Issuer or until their successors are elected and qualified. The reporting
persons have no present plans or proposals with respect to the Issuer of the
kind set forth under Item 4 of the Schedule 13D Instructions.
Item 5. Interest in Securities of the Issuer.
(a) Dividend Fund beneficially owns 2,589,000 shares of Stock
(approximately 23.2% of the outstanding shares of Stock). Of these
2,589,000 shares of Stock, Dividend Fund beneficially owns 1,125,000 shares
of Stock as a result of convertible notes held by Dividend Fund that were
acquired pursuant to the Purchase Agreement, it beneficially owns 625,000
shares of Stock as a result of Warrants issued to it pursuant to the
Purchase Agreement and it beneficially owns directly an additional 839,000
shares of Stock. Growth Fund beneficially owns directly 811,525 shares of
Stock (approximately 7.3% of the outstanding shares of Stock) and Bulwark
Fund beneficially owns 750,000 shares of Stock (approximately 6.7% of the
outstanding shares of Stock). Of these 750,000 shares of Stock, Bulwark
Fund beneficially owns 375,000 shares of Stock as a result of convertible
notes held by Bulwark Fund that were acquired pursuant to the Purchase
Agreement and beneficially owns 375,000 shares of Stock as a result of
Warrants issued to it pursuant to the Purchase Agreement. Ryback, in its
capacity as investment adviser to Dividend Fund, Growth Fund and Bulwark
Fund, may be deemed beneficial owner of such shares. Ryback, in its
capacity as investment adviser to other investment counseling clients, may
also be deemed the beneficial owner of an additional 250,000 shares of
Stock.
(b) Ryback has sole dispositive power and sole voting power with respect to
the shares owned by Dividend Fund, Growth Fund and Bulwark Fund.
<PAGE>
(c) During the sixty days immediately preceding the date of this filing,
the Reporting Persons engaged in the following transactions with respect to
the Stock.
Transaction Number of Price
Date Type Shares Per Share Consideration
- ---- ----------- --------- --------- -------------
12/22/95 Purchase(1) 500,000 4.00 $2,000,000
12/29/95 Purchase(1) 2,000 5.50 $ 11,000
- ---------------
(1) By Dividend Fund
(d) No other persons are known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of Stock
held by any of the Reporting Persons.
(e) The Reporting Persons described in this Schedule have not ceased to be
beneficial owners of more than 5% of the outstanding shares of Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
On May 25, 1995, the Issuer received $6 million pursuant to the Purchase
Agreement, and the Trust (on behalf of Bulwark Fund) and Dividend Fund
purchased convertible notes in the aggregate principal amounts of $1,500,000
and $4,500,000, respectively (the "Notes"). In addition, the Issuer issued
warrants to purchase 375,000 shares and 1,125,000 shares of Stock at a
purchase price of $4.00 per share to the Trust (on behalf of Bulwark Fund)
and to Dividend Fund, respectively. In connection with the Purchase
Agreement, the Issuer agreed to appoint to its Board of Directors two
designees of the Trust (on behalf of Bulwark Fund) and Dividend Fund and to
nominate such individuals for re-election at each annual meeting of
stockholders of the Issuer until the Issuer fulfills its payment obligations
under the Notes (see Item 4 for details regarding this arrangement).
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
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.
Date: February 16, 1996 /S/ ERIC E. RYBACK
----------------------------
Eric E. Ryback, President
Ryback Management Corporation
Lindner Investments
