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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. . . . . . R. Scott 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). . 00
(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. . . . . . . . 2,362,705 <F1>
(8) Shared Voting Power. . . . . . . 3,274,666 <F1>
(9) Sole Dispositive Power . . . . . 2,362,705 <F1>
(10) Shared Dispositive Power . . . . 3,274,666 <F1>
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person . . . .5,637,371 <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) . . . . . . . . 59.6%
(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 5,637,371 (59.6%)<F1><F2>
(b) Sole Voting Power 2,362,705 <F1>
Shared Voting Power 3,274,666 <F2>
Sole Dispositive Power 2,362,705 <F1>
Shared Dispositive Power 3,274,666 <F2>
<F1> Includes 10,000 shares of the common stock of the Issuer issuable upon
exercise of independent directors' stock options held by the Reporting
Person.
<F2> 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 .92949% ownership interest.
Further, Gill Family Capital Management, Inc. (formerly known as
Jeffscottco, Inc.), a Kentucky corporation (the "General Partner"), is
the general partner of GFP, Ltd., with a .95974% ownership interest in
GFP, Ltd. The Reporting Person is the President and Secretary of the
General Partner, is one of two directors of the General Partner, and is
a 50% shareholder of the General Partner. On the basis of the Reporting
Person's positions with the General Partner, and pursuant to 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 Robert E. Gill and Virginia G. Gill, each of whom is a
limited partner of GFP, Ltd. holding a 47.94235% ownership interest and
a 48.84082% ownership interest, respectively, and with Jeffrey T. Gill,
a director, executive officer and 50% shareholder of the General
Partner. Jeffrey T. Gill, his wife, and trusts for the benefit of Mr.
Gill's minor children, of which Mr. Gill is a trustee, are limited
partners of GFP, Ltd. The filing of this statement shall not be
construed as an admission that the Reporting Person is the beneficial
owner of the shares held of record by GFP Ltd.
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As described in Note 1, above, the Reporting Person 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) Robert E. Gill, 253 Canton Avenue East, Winter
Park, Florida 32789, Chairman of the Board of Sypris Solutions, Inc. (the
"Issuer"), 455 South Fourth Street, Louisville, Kentucky 40202, a provider of
specialized industrial products and technical services; (b) Virginia G. Gill,
253 Canton Avenue East, Winter Park, Florida 32789, homemaker; and (c) Jeffrey
T. Gill, 455 South Fourth Street, Louisville, Kentucky 40202, President and
Chief Executive Officer of the Issuer. 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) R. Scott 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/ R. SCOTT GILL
R. Scott Gill
Date: June 9, 1999
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