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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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Oakhurst Capital, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
672202108
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing 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 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 the
disclosures provided in a prior page.
The information required in 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 1 of 12 Pages
SEC 1745 (2/92)
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CUSIP No. 672202108 13G Page 2 of 12 Pages
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Penfield Partners, L.P. ("The Fund")
F13-3494422
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(5) SOLE VOTING POWER
43,400
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY
OWNED BY (6) SHARED VOTING POWER
EACH
REPORTING None
PERSON --------------------------------------------------
WITH (7) SOLE DISPOSITIVE POWER
43,400
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(8) SHARED DISPOSITIVE POWER
None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,400
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4
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(12) TYPE OF REPORTING PERSON*
IV
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 672202108 13G Page 3 of 12 Pages
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pine Creek Advisers, Limited Partnership ("Pine Creek")
F13-3749534
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(5) SOLE VOTING POWER
None
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY
OWNED BY (6) SHARED VOTING POWER
EACH
REPORTING None
PERSON --------------------------------------------------
WITH (7) SOLE DISPOSITIVE POWER
43,400
--------------------------------------------------
(8) SHARED DISPOSITIVE POWER
None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,400
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4
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(12) TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 672202108 13G Page 4 of 12 Pages
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William D. Witter, Inc. ("Witter, Inc.")
F13-2879276
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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(5) SOLE VOTING POWER
132,000
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY
OWNED BY (6) SHARED VOTING POWER
EACH
REPORTING None
PERSON --------------------------------------------------
WITH (7) SOLE DISPOSITIVE POWER
175,400
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(8) SHARED DISPOSITIVE POWER
None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,400
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5
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(12) TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 672202108 13G Page 5 of 12 Pages
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William D. Witter
###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(5) SOLE VOTING POWER
132,000
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY
OWNED BY (6) SHARED VOTING POWER
EACH
REPORTING 43,400
PERSON --------------------------------------------------
WITH (7) SOLE DISPOSITIVE POWER
175,400
--------------------------------------------------
(8) SHARED DISPOSITIVE POWER
None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,400
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5
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(12) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 6 of 12 Pages
Item 1.
(a) NAME OF ISSUER: Oakhurst Capital, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
630 Alpha Drive, Pittsburgh, PA 15238-8364
Item 2.
(a)-(c)NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND PLACE OF
ORGANIZATION: This statement is filed on behalf of (i) Penfield Partners, L.P.,
a Delaware limited partnership (the "Fund"), (ii) Pine Creek Advisers Limited
Partnership, a Delaware Limited Partnership ("Pine Creek"), (iii) William D.
Witter, Inc. ("Witter, Inc.") and (iv) William D. Witter. Each of the foregoing
is hereinafter individually referred to as a "Reporting Person" and collectively
as the "Reporting Persons." The principal office and business address of the
Reporting Persons is 153 East 53rd St., 51st Floor, New York, NY 10022. The
business of the Fund is to acquire, purchase, invest in, sell, convey, transfer,
exchange and otherwise trade in principally equity and equity related
securities. Pine Creek is a general partner of and investment adviser to the
Fund. Pine Creek is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended. The principal business of Pine Creek is to
act as a general partner of and investment adviser to the Fund.
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Page 7 of 12 Pages
Witter, Inc. is the sole general partner of Pine Creek. Witter, Inc. is a New
York corporation registered as an investment adviser under the Advisers Act of
1940 and also serves as the investment adviser to institutional and individual
clients. William D. Witter is the President and 98.6% shareholder of Witter,
Inc. Mr. Witter is also an Individual General Partner of the Fund and is
principally responsible for the selection, acquisition and disposition of the
portfolio securities by Witter, Inc. on behalf of Pine Creek and the Fund.
2(b) TITLE OF CLASS OF SECURITIES: See cover sheets.
2(c) CUSIP NUMBER: See cover sheets.
Item 3. THIS SCHEDULE IS BEING FILED PURSUANT TO RULE 13d-1(b):
(a) ( ) Broker or Dealer registered under section 15 of the Act
(b) ( ) Bank as defined in section 3(a) (6) of the Act
(c) ( ) Insurance Company as defined in section 3(a) (19) of the Act
(d) (x) Investment Company registered under section 8 of the Investment
Company Act
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Page 8 of 12 Pages
(e) (x) Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment
Fund
(g) (x) Parent Holding Company, in accordance with SECTION
240.13d-1 (b) (ii) (G)
(h) ( ) Group, in accordance with SECTION 240.13d-1 (b) (1) (ii) (H)
See Exhibit A attached hereto.
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 175,400 shares of Common Stock are beneficially
owned by Witter, Inc. and William D. Witter. This amount is composed of 43,400
shares owned by the Fund and 132,000 shares owned by William D. Witter, Inc.
(b) PERCENT OF CLASS: 5.5 percent of the Common Stock are beneficially owned
by Witter, Inc. and William D. Witter.
1.4 percent of the common stock are owned by the Fund and Pine Creek.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS RIGHTS TO VOTE AND/OR
DISPOSE OF SECURITIES: The Fund has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of all securities reported hereby
which are beneficially owned by the Fund. William D. Witter has the
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Page 9 of 12 Pages
sole power to vote or to direct the vote of 132,000 shares by
virtue of being the President and primary owner of Witter, Inc. William D.
Witter has shared power to vote or to direct the vote of 43,400 shares by virtue
of being an Individual General Partner of the Fund. Pine Creek, Witter, Inc.
and William D. Witter have the sole power to dispose or to direct the
disposition of all securities reported hereby which are beneficially owned
respectively by Pine Creek, Witter, Inc. and William D. Witter.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner
of more that five percent of the class of securities, check the following X .
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The 132,000 shares owned directly by Witter, Inc. are held on behalf of
various clients of the firm. These clients have the right to receive or
power to direct the receipt of dividends from, or the proceeds from the sale
of, such securities.
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Page 10 of 12 Pages
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: See Exhibit A
attached hereto.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not
applicable.
Item 9. NOTICES OF DISSOLUTION OF GROUP: Not applicable.
Item 10. CERTIFICATION:
Each of the undersigned certifies that, to the best of his knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
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Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 2, 1996
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PENFIELD PARTNERS, L.P.
By:/s/WILLIAM D. WITTER
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William D. Witter
Individual General Partner
PINE CREEK ADVISERS LIMITED
PARTNERSHIP
By:/s/ WILLIAM D. WITTER
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William D. Witter
General Partner
WILLIAM D. WITTER, INC.
By:/s/ WILLIAM D. WITTER
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William D. Witter
President
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Page 12 of 12 Pages
EXHIBIT A
This Exhibit explains the relationship between the Reporting Persons. Pine
Creek Advisers Limited Partnership is registered as an investment adviser under
the Advisers Act of 1940. Prior to his death on January 21, 1995, Donald A.
Herman was the sole general partner of Pine Creek and Witter, Inc. was the sole
limited partner. Pine Creek was reconstituted, effective March 31, 1995, with
Witter, Inc. as the sole general partner and Jeffrey E. Schuss as the sole
limited partner. Pine Creek was formed for the purpose of acting as the Fund's
investment adviser. William D. Witter, Inc. is a New York corporation
registered as an investment adviser under the Advisers Act, and the sole general
partner of Pine Creek. Witter, Inc. serves as an investment adviser for
individuals and institutions. William D. Witter is the President of William D.
Witter, Inc. and serves as an Individual General Partner to the Fund.
