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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 2*
SYPRIS SOLUTIONS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
871655 106
(CUSIP Number)
Jeffrey T. Gill
455 South Fourth Street
Louisville, Kentucky 40202
(502) 585-5544
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e),(f) or (g), 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).
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CUSIP NO. - 871655 10 6
(1) Names of Reporting Persons. . . . . . Robert E. Gill
S.S. or I.R.S. Nos. of
Above Persons (entities only) . . . .
(2) Check the Appropriate Box
if a Member of a Group
(See Instructions). . . . . . . . . . (a)
(b)
(3) SEC Use Only. . . . . . . . . . . . .
(4) Source of Funds (See Instructions). . Not applicable
(5) Check if Disclosure
of Legal Proceedings is
Required pursuant to
Items 2(d) or 2(e). . . . . . . . . .
(6) Citizenship or Place
of Organization. . . . . . . . . . . . U.S.
Number of Shares Beneficially
Owned by Each Reporting Person
With:
(7) Sole Voting Power. . . . . . . . . . . . 0
(8) Shared Voting Power. . . . . . . 3,275,666 <F1>
(9) Sole Dispositive Power . . . . . . . . . 0
(10) Shared Dispositive Power . . . . 3,275,666 <F1>
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person . . . .3,275,666 <F1>
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions). . . . . . .
(13) Percent of Class Represented
by Amount in Row (11) . . . . . . . . 34.6%
(14) Type of Reporting Person . . . . . . . IN
<F1> See response to Item 5.
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THIS AMENDMENT NO. 2 to the Schedule 13D dated April 9, 1998 (the
"Schedule 13D"), as amended by Amendment No. 1 to the Schedule 13D dated January
15, 1999 (the "Amendment No. 1"), which were filed with the Securities and
Exchange Commission by the Reporting Person and relate to the shares of common
stock $.01 par value, of Sypris Solutions, Inc., a Delaware corporation (the
"Issuer"), hereby amends Item 5 of the Amendment No. 1 and the Schedule 13D.
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the same meanings as set forth in the Schedule 13D, as heretofore
amended.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate Amount
Beneficially Owned by
Each Reporting Person 3,275,666 (34.6%)<F1>
(b) Sole Voting Power 0
Shared Voting Power 3,275,666 <F1>
Sole Dispositive Power 0
Shared Dispositive Power 3,275,666 <F1>
<F1> Includes 500 shares of the Issuer owned by the Reporting Person's wife,
as to which the Reporting Person shares voting and dispositive power,
and 500 shares of the Issuer owned by the Reporting Person, as to which
the Reporting Person's wife shares voting and dispositive power. Also
includes 3,274,666 shares of the common stock of the Issuer owned by
GFP, Ltd., a Kentucky limited partnership, of which the Reporting
Person is a limited partner holding a 47.94235% ownership interest and
of which the Reporting Person's wife is a limited partner holding a
48.84082% ownership interest. On the basis of certain provisions of the
limited partnership agreement of GFP, Ltd. (the "Partnership
Agreement"), the Reporting Person may be deemed to share voting and
dispositive power over the shares held of record by GFP, Ltd. with his
wife, Virginia G. Gill, and with Jeffrey T. Gill and R. Scott Gill,
each of whom is a director, executive officer and 50% shareholder of
Gill Family Capital Management, Inc. (formerly Jeffscottco, Inc.), a
Kentucky corporation which is the general partner of GFP, Ltd. Pursuant
to Rule 13d-4 under the Act, the Reporting Person disclaims beneficial
ownership of the shares held of record by GFP, Ltd.
As described in Note 1, above, the Reporting Person shares, or may be
deemed to share, the power to vote or direct the disposition of such shares with
the following persons whose business or residence addresses and principal
occupations are as follows: (a) Virginia G. Gill, 253 Canton Avenue East, Winter
Park, Florida 32789, homemaker; (b) Jeffrey T. Gill, 455 South Fourth Street,
Louisville, Kentucky 40202, President and Chief Executive Officer of Sypris
Solutions, Inc. (the "Issuer"), 455
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South Fourth Street, Louisville, Kentucky 40202, a provider of specialized
industrial products and technical services; and (c) R. Scott Gill, Project
Manager, IA Chicago, P.C., 205 West Wacker Drive, Suite 1500, Chicago, Illinois,
60606, an architectural design firm. All of such persons are citizens of the
United States, and none of such persons have been convicted in or is a party to
a proceeding described in Items 2(d) or 2(e).
(c) Except for [a] the transfer on December 28, 1998 by the
Reporting Person of 1,622,332 shares of the Issuer, valued at $11,356,324, to
GFP, Ltd. (together with a 5% interest in GFP Partners - I, Ltd.), in exchange
for a 49.07083% limited partnership interest in GFP, Ltd.; [b] the transfer on
December 28, 1998 by the Reporting Person's spouse of 1,652,334 shares of the
Issuer, valued at $11,566,338, to GFP, Ltd. (together with a 5% interest in GFP
Partners - I, Ltd.), in exchange for a 49.96943% limited partnership interest in
GFP, Ltd.; and [c] gifts in December 1998 and January 1999 by the Reporting
Person of a total of 1.12848% limited partnership interest in GFP, Ltd. and
gifts by the Reporting Person's spouse in December 1998 and January 1999 of a
total of 1.12861% limited partnership interest in GFP, Ltd. pursuant to the
Partnership Agreement, Robert E. Gill has not effected transactions in the
Issuer's common stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
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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.
/S/ ROBERT E. GILL
Robert E. Gill
Date: June 9, 1999
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