SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Roanoke Electric Steel Corporation
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
769841107
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 28, 1998
(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 [ ].
*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
disclosures provided in a prior cover page.
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).
**The total number of shares reported herein is 684,075 shares, which
constitutes approximately 6.1% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 11,213,320 shares
outstanding.
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1. Name of Reporting Person:
Thomas M. Taylor & Co.
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: Texas
7. Sole Voting Power: 138,150 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 138,150 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
138,150
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.2%
14. Type of Reporting Person: CO
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(1) Power is exercised through its President, Thomas M. Taylor.
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1. Name of Reporting Person:
Wesley Guylay Capital Management, L.P.
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: Texas
7. Sole Voting Power: 366,834 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 366,834 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
366,834
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.3%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Wesley Richard Guylay.
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1. Name of Reporting Person:
Wesley Guylay Capital Management III, L.P.
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: Texas
7. Sole Voting Power: 179,091 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 179,091 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
179,091
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.6%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Wesley Richard Guylay.
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated December 12,
1996, as amended by Amendment No. 1 dated July 2, 1997 (the "Schedule 13D"),
relating to the Common Stock, no par value, of Roanoke Electric Steel
Corporation. Unless otherwise indicated, all defined terms used herein shall
have the same meanings respectively ascribed to them in the Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D Statement on behalf of
Thomas M. Taylor & Co. ("Taylor & Co."), Wesley Guylay Capital Management, L.P.
("WGCM") and Wesley Guylay Capital Management III ("WGCM III"). Additionally,
pursuant to Instruction C to Schedule 13D, information is included herein with
respect to the following persons (collectively, the "Controlling Persons"):
Thomas M. Taylor ("TMT") and Wesley Richard Guylay ("WRG"). Taylor & Co., WGCM
and WGCM III are sometimes hereinafter referred to as the "Reporting Persons,"
and the Reporting Persons and the Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons". The Reporting Persons are
making this single, joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Act, although neither the
fact of this filing nor anything contained herein shall be deemed to be an
admission by the Reporting Persons that a group exists.
(b)-(c)
Taylor & Co.
Taylor & Co. is a Texas corporation. Taylor & Co.'s principal business is
the rendering of investment consulting services to third parties. The principal
business address of Taylor & Co., which also serves as its principal office, is
201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction
C to Schedule 13D of the Act, the name, residence or business address, and
present principal occupation or employment of each director and executive
officer of Taylor & Co. are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor 201 Main Street, Suite 3200 President of Taylor & Co.
Fort Worth, Texas 76102
W.R. Cotham 201 Main Street, Suite 2600 Vice President/
Fort Worth, Texas 76102 Controller of BEPCO
TMT
TMT's business address is 201 Main Street, Suite 3200, Fort Worth, Texas
76102, and his principal occupation or employment at such address is serving as
President of Taylor & Co.
WGCM
WGCM is a Texas limited partnership, the principal business of which is
buying, selling, exchanging or otherwise acquiring, holding and dealing with
securities, including warrants and rights, commodities and commodities futures
contracts of every kind and description. The principal business address of
WGCM, which also serves as its principal office, is 201 Main Street, Suite 2700,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to WRG, the sole general partner of WGCM, is set forth
below.
WGCM III
WGCM III is a Texas limited partnership, the principal business of which
is buying, selling, exchanging or otherwise acquiring, holding and dealing with
securities, including warrants and rights, commodities and commodities futures
contracts of every kind and description. The principal business address of WGCM
III, which also serves as its principal office, is 201 Main Street, Suite 2700,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to WRG, the sole general partner of WGCM III, is set
forth below.
WRG
WRG's business address is 30 Rockefeller Plaza, Suite 4535, New York, New
York 10112, and his present principal occupation or employment at such address
is serving as an investment advisor and general partner of WGCM.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Taylor & Co. Working Capital (1) $ 968,409.61
WGCM Working Capital (1) $ 2,834,749.77
WGCM III Not Applicable(2) Not Applicable
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Stock.
(2) Shares were received as contributions from The Bass Management
Trust ("BMT"), Sid R. Bass Management Trust ("SRBMT"), Lee M. Bass ("LMB") and
WRG.
Item 4. PURPOSE OF TRANSACTION
Item 4 is hereby partially amended by adding at the end thereof the
following:
EPB shall not be a Reporting Person on this or future filings on
Schedule 13D. In addition, since BMT, SRBMT and LMB contributed all their Stock
to WGCM III on January 2, 1998, BMT, SRBMT and LMB also shall not be Reporting
Persons on this or future filings on Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Persons
Taylor & Co.
The aggregate number of shares of the Stock that Taylor & Co. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 138,150, which constitutes
approximately 1.2% of the outstanding shares of the Stock.
WGCM
The aggregate number of shares of the Stock that WGCM owns beneficially,
pursuant to Rule 13d-3 of the Act, is 366,834, which constitutes approximately
3.3% of the outstanding shares of the Stock.
WGCM III
The aggregate number of shares of the Stock that WGCM III owns
beneficially, pursuant to Rule 13d-3 of the Act, is 179,091, which constitutes
approximately 1.6% of the outstanding shares of the Stock.
Controlling Persons
TMT
Because of his position as President of Taylor & Co., TMT may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 138,150 shares
of the Stock, which constitutes approximately 1.2% of the outstanding shares of
the Stock.
WRG
Because of his position as the sole general partner of WGCM, WRG may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
366,834 shares of the Stock, which constitutes approximately 3.3% of the
outstanding shares of the Stock. In addition, because of his position as the
sole general partner of WGCM III, WRG may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 179,091 shares of the Stock, which
constitutes approximately 1.6% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
Reporting Persons
Taylor & Co.
Acting through its President, Taylor & Co. has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 138,150
shares of the Stock.
WGCM
Acting through its sole general partner, WGCM has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 366,834
shares of the Stock.
WGCM III
Acting through its sole general partner, WGCM III has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
179,091 shares of the Stock.
Controlling Persons
TMT
In his capacity as the President of Taylor & Co., TMT has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
138,150 shares of the Stock.
WRG
Because of his position as the sole general partner of WGCM, WRG has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 366,834 shares of the Stock. In addition, because of his
position as the sole general partner of WGCM III, WRG has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 179,091
shares of the Stock.
(c) To the best of the knowledge of each of the Reporting Persons, none
of the persons named in response to paragraph (a) have effected any transactions
in shares of the Stock during the past 60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the
Stock owned by such Reporting Person.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii). (previously filed)
Exhibit 99.2 -- Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii) filed herewith.<PAGE>
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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.
DATED: May 28, 1998
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
WESLEY GUYLAY CAPITAL MANAGEMENT, L.P. (1)
WESLEY GUYLAY CAPITAL MANAGEMENT III,
L.P.(2)
/s/ W. R. Cotham
W. R. Cotham,
Vice President of:
THOMAS M. TAYLOR & CO.
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Wesley Guylay Capital Management, L.P. previously has been filed
with the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Wesley Guylay Capital Management III, L.P. is filed herewith.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), previously filed with the Securities and
Exchange Commission.
99.2 Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), filed herewith.
Exhibit 99.2
1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is
filed on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that each
person whose signature appears below constitutes and appoints W. Robert
Cotham, Mark L. Hart, Jr., William P. Hallman, Jr., and William O. Reimann IV
and each of them, as his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and
all amendments to the Schedule 13D, and any reports filed pursuant to Section
16 of the Securities Exchange Act of 1934, filed on behalf of each of them
with respect to their beneficial ownership of Roanoke Electric Steel
Corporation and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or such
person or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
DATED: May 28, 1998
WESLEY GUYLAY CAPITAL MANAGEMENT III, L.P.
By: /s/ Wesley Richard Guylay
Wesley Richard Guylay,
General Partner
