<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
-------
Oakhurst Capital, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $ .01 Par Value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
672202108
----------------------------------
(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>
CUSIP No. 672202108 13G Page 2 of 12 Pages
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Special Situations Fund III, L.P. ("The Fund")
F13-3737427
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting
Beneficially Power 289,000
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
--------------------------------------------------
(7) Sole Dispositive
Power 289,000
--------------------------------------------------
(8) Shared Dispositive
Power None
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
289,000
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
9.0%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
IV
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 672202108 13G Page 3 of 12 Pages
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
MGP Advisers Limited Partnership ("MGP")
F13-3263120
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting
Beneficially Power None
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
--------------------------------------------------
(7) Sole Dispositive
Power 289,000
--------------------------------------------------
(8) Shared Dispositive
Power None
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
289,000
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
9.0%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 672202108 13G Page 4 of 12 Pages
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
AWM Investment Company, Inc. ("AWM")
11-3086452
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting
Beneficially Power 131,000
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
--------------------------------------------------
(7) Sole Dispositive
Power 420,000
--------------------------------------------------
(8) Shared Dispositive
Power None
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
420,000
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
13.1%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 672202108 13G Page 5 of 12 Pages
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Austin W. Marxe
###-##-####
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting
Beneficially Power 182,518
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power 289,000
--------------------------------------------------
(7) Sole Dispositive
Power 471,518
--------------------------------------------------
(8) Shared Dispositive
Power None
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
471,518
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
14.8%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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) Special
Situations Fund III, L.P., a Delaware limited partnership (the
"Fund"), (ii) MGP Advisers Limited Partnership, a Delaware Limited
Partnership ("MGP"), (iii) AWM Investment Company, Inc., a Delaware
corporation ("AWM") and (iv) Austin W. Marxe. 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., 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. MGP is a general
partner of and investment adviser to the Fund. MGP is registered as
an investment adviser under the Investment Advisers Act of 1940, as
amended. The principal business of MGP is to act as a general partner
of and investment adviser to
<PAGE>
Page 7 of 12 Pages
the Fund. AWM, a Delaware corporation primarily owned by Austin W.
Marxe, serves as the sole general partner of MGP. AWM is a registered
investment adviser under the Investment Advisers Act of 1940 and also
serves as the investment adviser to, and general partner of, Special
Situations Cayman Fund, L.P., a limited partnership formed under the
laws of the Cayman Islands (the "Cayman Fund"). Austin W. Marxe is
the principal limited partner of MGP and is the President and Chief
Executive Officer of AWM. Mr. Marxe is also an associated person of
MGP and is principally responsible for the selection, acquisition and
disposition of the portfolio securities by AWM on behalf of MGP, the
Fund and the Cayman Fund. Mr. Marxe individually and beneficially
owns 51,518 shares of Common Stock of Oakhurst Capital.
2(b) TITLE OF CLASS OF SECURITIES: See cover sheets.
2(c) CUSIP NUMBER: See cover sheets.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(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
<PAGE>
Page 8 of 12 Pages
(d) (x) Investment Company registered under section 8 of the Investment
Company Act
(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 $240.13d-1 (b) (ii) (G)
(h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii) (H)
See Exhibit A attached hereto.
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 471,518 shares of Common Stock are beneficially
owned by Austin Marxe. This amount is composed of 289,000 shares owned by the
Fund, 131,000 shares owned by the Cayman Fund, and 51,518 shares owned directly
by Austin Marxe.
(b) PERCENT OF CLASS: 14.8 percent are owned by Austin Marxe. 13.1 percent
are owned by AWM Investment Company. 9.0 percent are owned by the Fund and MGP.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS RIGHTS TO VOTE AND/OR DISPOSE
OF SECURITIES: The Special Situations Fund III, L.P. 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.
<PAGE>
Page 9 of 12 Pages
AWM has the sole power to vote or to direct the vote of all securities reported
hereby which are beneficially owned by AWM by virtue of being the General
Partner of the Cayman Fund. Austin Marxe has the sole power to vote or to
direct the vote of all securities reported hereby which are beneficiall owned by
Austin Marxe by virtue of being the primary owner of and President and Chief
Executive Office of AWM and by virtue of direct ownership. Austin Marxe has
shared power to vote or to direct the vote of all shares owned by the Fund by
virtue of being an Individual General Partner of the Fund. MGP, AWM and Austin
Marxe have the sole power to dispose or to direct the disposition of all
securities reported hereby which are beneficially owned respectively by MGP, AWM
and Austin Marxe.
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 ___ .
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The Fund and the Cayman Fund as owners of the securities in
question, have the right to receive any dividends from, or proceeds
from the sale of, such securities.
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.
<PAGE>
Page 10 of 12 Pages
Item 10. CERTIFICATION: Each of the undersigned certifies that, to the best
of its or 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.
<PAGE>
Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: 1/4/96
SPECIAL SITUATIONS FUND III, L.P.
By:/s/ Austin W. Marxe
---------------------------
Austin W. Marxe
Individual General Partner
MGP ADVISERS LIMITED PARTNERSHIP
By: AWM Investment Company, Inc,
By:/s/ Austin W. Marxe
---------------------------
Austin W. Marxe
President and Chief
Executive Officer
AWM INVESTMENT COMPANY, INC.
By:/s/ Austin W. Marxe
---------------------------
Austin W. Marxe
President and Chief
Executive Officer
/s/ Austin W. Marxe
---------------------------
AUSTIN W. MARXE
<PAGE>
Page 12 of 12 Pages
EXHIBIT A
This Exhibit explains the relationship between the Reporting Persons. AWM
is the sole general partner of MGP, a registered investment adviser under the
Investment Advisers Act of 1940, as amended. MGP is a general partner of and
investment adviser to the Fund. AWM is a registered investment adviser under
the Investment Advisers Act of 1940 and also serves as the general partner of,
and investment adviser to, the Cayman Fund. Austin W. Marxe is the principal
owner and President of AWM.
