SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Phoenix Gold International, Inc.
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(NAME OF ISSUER)
Common Stock, Par value $0.01 Per Share
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(TITLE OF CLASS OF SECURITIES)
719068 10 8
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(CUSIP NUMBER OF CLASS OF SECURITIES)
Wynnefield Partners Small Cap Value, L.P.
One Penn Plaza - Suite 4720
New York, New York 10119
Attention: Mr. Nelson Obus
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED)
TO RECEIVE NOTICES AND COMMUNICATIONS)
COPY TO:
Jesse R. Meer, Esq.
Berlack, Israels & Liberman LLP
120 West 45th Street
New York, New York 10035
(212)-704-0100
June 17, 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 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box: ( )
Check the following box if a fee is being paid with this Statement: ( )
<PAGE>
SCHEDULE 13D
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CUSIP No. 719068 10 8 Page 2 of 8 Pages
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- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON: Wynnefield Partners Small Cap Value, L.P.
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-3688497
|
- --------------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
| (b) [ ]
|
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3 | SEC USE ONLY
|
|
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4 | SOURCE OF FUNDS
| WC (SEE ITEM 3)
|
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
| PURSUANT TO ITEMS (2)(d) or (e)
|
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6 | CITIZENSHIP OR PLACE OR ORGANIZATION
|
| DELAWARE
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| 7 | SOLE VOTING POWER
NUMBER OF | |
| |
SHARES | | 152,200
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BENEFICIALLY | 8 | SHARED VOTING POWER
| |
OWNED BY | | _______
| |
EACH ----------------------------------------------------------------
| 9 | SOLE DISPOSITIVE POWER
REPORTING | |
| |
PERSON | | 152,200
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WITH | 10 | SHARED DISPOSITIVE POWER
| |
| | _______
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 152,200 shares
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
| CERTAIN SHARES
|
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 4.41%
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14 | TYPE OF REPORTING PERSON*
|
| PN
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(Page 2 of 8 Pages)
<PAGE>
SCHEDULE 13D
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CUSIP No. 719068 10 8 Page 3 of 8 Pages
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1 | NAME OF REPORTING PERSON: Wynnefield Small Cap Value Offshore Fund, Ltd.
|
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Not Applicable
- --------------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
| (b) [ ]
|
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
|
|
- --------------------------------------------------------------------------------
4 | SOURCE OF FUNDS
| WC (SEE ITEM 3)
|
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
| PURSUANT TO ITEMS (2)(d) or (e)
|
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6 | CITIZENSHIP OR PLACE OR ORGANIZATION
|
| CAYMAN ISLANDS
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| 7 |
NUMBER OF | |
| | 21,150
SHARES | |
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BENEFICIALLY | 8 | SHARED VOTING POWER
| |
OWNED BY | | _______
| |
EACH ----------------------------------------------------------------
| 9 | SOLE DISPOSITIVE POWER
REPORTING | |
| | 21,150
PERSON | |
----------------------------------------------------------------
WITH | 10 | SHARED DISPOSITIVE POWER
| |
| | _______
| |
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 21,150 shares
|
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
| CERTAIN SHARES
|
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| .61%
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14 | TYPE OF REPORTING PERSON*
|
| CO
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(Page 3 of 8 Pages)
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of the Common Stock, $0.01 par value per share
(the "Shares"), of Phoenix Gold International, Inc., an Oregon corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 9300
Decatur Street, Portland, Oregon 97283.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Statement is being filed by Wynnefield Partners
Small Cap Value, L.P. (the "Partnership") and Wynnefield Small Cap Value
Offshore Fund, Ltd. (the "Fund").
The general partners of the Partnership, a private investment company
organized as a limited partnership under the laws of the State of Delaware, are
Nelson Obus and Joshua Landes. Mr. Obus is also the principal executive officer
of Wynnefield Capital, Inc., the investment manager of the Fund, a private
investment company organized under the laws of the Cayman Islands. Mr. Obus and
Mr. Landes are citizens of the United States of America.
The business address of Mr. Obus, Mr. Landes, the Partnership and the Fund
is One Penn Plaza, Suite 4720, New York, New York 10119.
(d) and (e). During the last five years, neither Mr. Obus, Mr. Landes, the
Partnership, nor the Fund has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state
(Page 4 of 8 Pages)
<PAGE>
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Partnership purchased 152,200 Shares for a total consideration of
$1,075,738.82, and the Fund purchased 21,150 Shares for a total consideration of
$106,090.63. Such Shares were paid for from the working capital of each of the
Partnership and the Fund, each of which maintains an investment fund, consisting
of capital contributions from their respective partners and investors and
capital appreciation derived therefrom for the principal purpose of buying and
selling securities (including financial and money market instruments) and
interests in domestic and foreign securities, including, without limitation,
convertible securities, stock index features contracts, options, puts and calls
on stock and warrants.
ITEM 4. PURPOSES OF TRANSACTION.
The Partnership and the Fund acquired the Shares reported in Item 5 below
for investment purposes only. They intend to monitor the turn-around performance
of the Issuer and to communicate with management and with its outside directors
of the Issuer regarding the pursuit of more aggressive measures, should existing
efforts fail, to obtain recognition of the Issuer's value for the benefit of all
stockholders. The Partnership and the Fund reserve the right to buy additional
Shares with the understanding that neither their purchases nor the exercise of
their rights as stockholders to communicate with management or outside directors
are intended as "control" devices with respect to the Issuer.
Except as set forth above, neither the Partnership nor the Fund has any
present plans or intentions which would result
(Page 5 of 8 Pages)
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in or relate to any of the transactions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) As of the close of business on the date hereof, the Partnership and the
Fund had direct beneficial ownership of a total of 178,350 Shares, the separate
ownership of which is set forth in Item 3 of this Statement. Mr. Obus and Mr.
Landes by virtue of their status as general partners of the Partnership and
their status as general partners of the Partnership and their status as officers
of the Fund's investment manager may be deemed to have indirect beneficial
ownership of the Shares owned by the Partnership and the Fund. The Shares owned
by the Partnership and the Fund represent approximately 5.02% of the outstanding
Shares of the Issuer, based on the 454,605 Shares reported as outstanding on
March 31, 1997 in the Issuer's Quarterly Report on Form 10Q.
Pursuant to Rule 13d-4 of the General Rules and Regulations under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Obus
and Mr. Landes disclaim beneficial ownership of any Shares owned by the
Partnership and the Fund and disclaim membership in any "group" with any of the
foregoing investors with respect to the Shares for purposes of Sections 13(d)
and 13(g) of the Exchange Act or for any other purpose under any other provision
of the Exchange Act or the rules and regulations promulgated thereunder.
(b) Mr. Obus and Mr. Landes, by virtue of their status as general partners
of the Partnership and as officers of the Fund's investment manager, have the
power to vote or to direct the vote and the power to dispose and to direct the
disposition of the 173,350 Shares owned by the Partnership and the Fund.
(Page 6 of 8 Pages)
<PAGE>
(c) During 1997, the Partnership and the Fund made the following purchases:
IDENTITY OF NO. OF PURCHASE
DATE PURCHASER SHARES PRICE
- ---- --------- ------ --------
January 31 Partnership 7,500 $37,187.25
February 4 Fund 3,500 17,500.00
February 7 Partnership 5,000 25,125.00
February 10 Partnership 4,000 19,500.00
February 13 Partnership 2,500 12,187.50
February 21 Fund 3,000 15,187.50
February 24 Fund 5,000 25,312.50
February 26 Fund 6,150 31,903.13
February 26 Partnership 7,350 38,128.13
April 21 Partnership 4,000 20,374.80
June 3 Fund 3,500 16,187.50
June 3 Partnership 10,000 46,250.00
June 12 Partnership 5,200 24,700.00
June 17 Partnership 3,000 13,687.50
(d) Each of the beneficial owners of the Shares covered by this Statement
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares covered by this Statement.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Neither Mr. Obus, Mr. Landes, the Partnership nor the Fund has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer, including but not
limited to any contracts, arrangements, understandings or relationships
concerning the transfer or voting of such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls,
(Page 7 of 8 Pages)
<PAGE>
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: June 23, 1997
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: /s/ NELSON OBUS
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Nelson Obus, General Partner
WYNNEFIELD SMALL CAP VALUE OFFSHORE
FUND, LTD.
By: Wynnefield Capital, Inc.
/s/ NELSON OBUS
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Nelson Obus, President
(Page 8 of 8 Pages)
