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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)(1)
Layne Christensen Company
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
521050 10 4
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(CUSIP Number)
Robert P. Henderson
Greylock Investments Limited Partnership
One Federal Street, Boston, MA 02110
(617) 423-5525
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 14, 1997
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(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), 13d-1(f) or 13d-1(g), check the following
box. [ ]
(1) 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 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 7
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CUSIP No. 521050 10 4 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greylock Investments Limited Partnership
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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 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7 SOLE VOTING POWER
-340,586-
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8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
-22,941-
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-340,586-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.9%
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14 TYPE OF REPORTING*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 521050 10 4 13D Page 3 of 7 Pages
- ------------------------- -------------------------
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert P. Henderson
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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 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
-340,586-
---------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
-22,941-
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-340,586-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.9%
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14 TYPE OF REPORTING*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Statement on Schedule 13D (the
"Amendment") amends Statement on Schedule 13D (the "Statement")
filed with the Securities and Exchange Commission on January 12,
1996 and amended on March 20, 1996, and relates to the Common
Stock, $.01 par value per share (the "Common Stock"), of Layne
Christensen Company, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 1900
Shawnee Mission Parkway, Mission Woods, Kansas 66205.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment is filed by Greylock Investments Limited
Partnership, a Massachusetts limited partnership ("GILP"), having
its principal place of business and executive offices at One
Federal Street, Boston, Massachusetts 02110; and Mr. Robert P.
Henderson, the Managing General Partner of GILP (the "General
Partner"), having his business address at One Federal Street,
Boston, Massachusetts 02110 (collectively, the "Reporting
Persons"). The principal business of GILP is to make, manage,
supervise and dispose of investments in a variety of businesses.
The General Partner's principal occupation includes his
activities on behalf of GILP as well as his position as Chairman
of the Board of Directors of Greylock Management Corp., a related
company which provides financial research and administrative
support to GILP.
During the last five years, the Reporting Persons have not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), and have not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and are not, as a result of any such proceeding,
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
The General Partner is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 3, 1996, pursuant to a merger agreement attached to
the Statement as Exhibit 2 (the "Merger Agreement") among the
Company, CBC Acquisitions, Inc., a Delaware corporation and a
subsidiary of the Company, Christensen Boyles Corporation, a
Delaware corporation ("Christensen Boyles"), GILP, and others,
the Reporting Persons acquired 766,173 shares of Common Stock of
the Company (343,414 shares were
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subject to certain indemnification provisions pursuant to an
escrow agreement attached to the Statement as Exhibit 3 (the
"Escrow Agreement")) and the right to receive up to 113,539
shares of Common Stock of the Company, subject to certain
post-closing adjustments provided for in the Merger Agreement,
which were to be issued, if at all, on or about March 12, 1996
(the "Contingent Shares"), in exchange for all of the Reporting
Persons' shares of Common Stock of Christensen Boyles. On March
20, 1996, the Reporting Persons' right to receive the Contingent
Shares terminated pursuant to the Merger Agreement. On April 19,
1996, the Reporting Persons' right to receive 25,769 shares
terminated pursuant to the Escrow Agreement. On August 14, 1997,
the Reporting Persons' sold 399,818 shares of Common Stock of the
Company pursuant to a public offering of Common Stock of the
Company registered with the Securities and Exchange Commission on
a Registration Statement on Form S-2 filed by the Company (File
No. 333-29581).
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the shares reported hereby (the
"Shares") pursuant the Merger Agreement.
The Reporting persons intend to review continuously the Reporting
Persons' equity position in the Company and the Reporting Persons
may determine to sell from time to time all or a portion of the
Shares or to purchase additional shares of Common Stock of the
Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of April 6, 1998, GILP beneficially owns 340,586 shares
of Common Stock of the Company, representing approximately
2.9% of the outstanding shares of the Common Stock of the
Company.
By virtue of his status as general partner of GILP, the
General Partner may be deemed to be the beneficial owner of
the 340,586 shares beneficially owned by GILP, representing
beneficial ownership of approximately 2.9% of the
outstanding shares of the Common Stock of the Company.
(b) The Reporting Persons beneficially own 340,586 shares with
sole voting power, and beneficially own 22,941 shares with
sole dispositive power.
(c) During the last sixty days, the Reporting Persons have not
purchased any shares of Common Stock of the Company.
(d) Of the 340,586 shares of Common Stock of the Company
beneficially owned by the Reporting Persons, 317,645 shares
are subject to the Escrow Agreement (the "Escrow Shares")
pursuant to which the
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escrow agent has the right to receive or the power to direct
the receipt of the proceeds from the sale of the Escrow
Shares.
(e) On August 14, 1997 the Reporting Persons ceased to
beneficially own more than 5% of the outstanding shares of
Common Stock of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Escrow Shares are subject to the Escrow Agreement under
which, subject to certain indemnification provisions
contained in such agreement, any or all of the Escrow Shares
may not be released to GILP and may be disposed of by the
escrow agent.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned hereby certifies that the
information set forth in this statement is true, complete and correct.
DATED: April 14, 1998
GREYLOCK INVESTMENTS LIMITED PARTNERSHIP
By: /s/ Robert P. Henderson
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Robert P. Henderson,
General Partner
/s/ Robert P. Henderson
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Robert P. Henderson
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