SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
February 11, 1999
(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(e), Rule 13d-1(f) or Rule 13d-
1(g),check the following box [ ].
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
3,500,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,500,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
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
2,625,000
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
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
875,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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")and Lindner Bulwark Fund ("Bulwark Fund") (Ryback, Dividend
Fund, and Bulwark Fund are collectively referred to herein as the "Reporting
Persons"). Dividend 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) Executive Vice President and Assistant
Secretary 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) Director - Industry Development,
Anheuser-Busch, Inc.
3 Middlebrook Lane
St. Louis, Missouri
Donald J. Murphy (3) President of Murcom Financial, Ltd.
970 E. Deerpath
Lake Forest, Illinois
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) 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 George F. Valassis Stock Trust and other trusts,
which are the owners of 52% 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.
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. 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.
In connection with a Note and Warrant Purchase Agreement (the "Purchase
Agreement"), dated May 25, 1995, as amended by a Note and Warrant Exchange
Agreement (the "Exchange Agreement"), dated March 23, 1998, 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 each annual meeting of
shareholders of the Issuer until the Issuer fulfills its payment obligations
under the Replacement Notes. 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. Mr. Tompkins has resigned from
the Issuer's Board of Directors and the Trust and Dividend Fund have not
designated a successor for Mr. Tompkins.
Item 5. Interest in Securities of the Issuer.
(a) Dividend Fund beneficially owns 2,625,000 shares of Stock
(approximately 13.7% of the outstanding shares of Stock). Of these
2,625,000 shares of Stock, Dividend Fund beneficially owns 1,500,000 shares
of Stock as a result of convertible notes held by Dividend Fund that were
acquired pursuant to the Exchange Agreement, it beneficially owns 625,000
shares of Stock as a result of Warrants issued to it pursuant to the
Exchange Agreement and it beneficially owns an additional 500,000 shares of
Stock. Bulwark Fund beneficially owns 875,000 shares of Stock
(approximately 5.6% of the outstanding shares of Stock). Of these 875,000
shares of Stock, Bulwark Fund beneficially owns 500,000 shares of Stock as a
result of convertible notes held by Bulwark Fund that were acquired pursuant
to the Exchange Agreement and beneficially owns 375,000 shares of Stock as a
result of Warrants issued to it pursuant to the Exchange Agreement. Ryback,
in its capacity as investment adviser to Dividend Fund and Bulwark Fund, may
be deemed beneficial owner of all such shares.
(b) Ryback has sole dispositive power and sole voting power with respect to
the shares owned by Dividend Fund and Bulwark Fund.
(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
- ---- ----------- --------- --------- -------------
1/26/99 Sale (2) 15,000 0.34 $ 5,100
1/27/99 Sale (2) 100,000 0.34380 $34,380
1/29/99 Sale (2) 50,000 0.31250 $15,625
2/03/99 Sale (2) 662,525 0.125 $82,816
2/11/99 Sale (1) 339,000 0.125 $42,375
- ---------------
(1) By Dividend Fund
(2) By Ryback on behalf of various non-reporting persons.
(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 "Old 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 (the "Warrants"). 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).
In March 1998, the Issuer requested the Trust (on behalf of Bulwark Fund and
Dividend Fund) to extend the maturity date of the Old Notes from May 31,
1998 to May 31, 2000. In exchange for the extension of the maturity of the
Old Notes, on March 23, 1998 the Issuer issued to the Trust (on behalf of
Bulwark Fund and Dividend Fund) two replacement notes in the aggregate
principal amounts of $1,500,000 and $4,500,000, respectively (the
"Replacement Notes") in exchange for the surrender by the Trust of the Old
Notes. In addition, the Issuer issued warrants to purchase 500,000 and
1,500,000 shares of Stock at a purchase price of $3.00 per share to the
Trust (on behalf of Bulwark Fund) and to Dividend Fund, respectively, in
exchange for the surrender by the Trust (on behalf of Bulwark Fund and
Dividend Fund) of the Old Warrants.
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: March 19, 1999 /S/ BRIAN L. BLOMQUIST
----------------------------
Brian L. Blomquist,Executive Vice President
Ryback Management Corporation
Lindner Investments
