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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)*
WPI Group, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
92930K107
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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 cover 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 not be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP NO. 92930K107 13G PAGE 2 OF 5 PAGES
<TABLE>
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Foster, SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 5 SOLE VOTING POWER
SHARES 653,506
BENEFICIALLY -------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 653,506
EACH -------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
653,506
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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
11.0%
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12 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G Page 3 of 5 Pages
<TABLE>
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ITEM 1: (a) NAME OF ISSUER:
WPI Group, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1155 Elm Street, Manchester, NH 03101
ITEM 2: (a) NAME OF PERSON FILING:
Michael Foster
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
1155 Elm Street, Manchester, NH 03101
(c) CITIZENSHIP:
United States
(d) TITLE OF CLASS OF SECURITIES:
Common Stock, Par Value $.01 per share
(e) CUSIP NUMBER:
92930K107
ITEM 3: IF THIS STATEMENT IS FILED PURSUANT TO RULE 13-1(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
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] 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; see [section] 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
[section]240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with [section]0240.13d-1(b)(1)(ii)(H)
ITEM 4: OWNERSHIP
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-1(b)(2),
if applicable, exceeds five percent, provide the following information as of
that date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned: 653,506
(b) Percent of Class: 11.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 653,506
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of: 653,506
(iv) shared power to dispose or to direct the disposition of: -0-
</TABLE>
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SCHEDULE 13G Page 4 of 5 Pages
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
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 than
five percent of the class of securities, check the following [ ].
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule
13d-a(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not 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 purposes or effect.
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SCHEDULE 13G Page 5 of 5 Pages
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.
February 12, 1997
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Date
/s/ Michael Foster
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Signature
Michael Foster
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Name/Title
