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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
719 068 10 8
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(CUSIP Number)
Nelson Obus
Wynnefield Capital, Inc.
One Penn Plaza, Suite 4720
New York, New York 10119
(212) 760-0134
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 6, 2000
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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 which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f),
240.13d-1(g) check the following box. / /
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section 240.13d-7
for the parties to whom copies are to be sent.
*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 be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP NUMBER 719 068 10 8
<TABLE>
<S> <C> <C>
(1) Name of Reporting Persons. Wynnefield Partners Small Cap Value, L.P.
I.R.S. Identification
Nos. of Above Persons (entities only) N/A
(2) Check the Appropriate Box if a (a) /X/
Member of a Group (see instructions) (b) / /
(3) SEC Use Only
(4) Source of Funds (see instructions) WC
(5) Check if Disclosure of Legal / /
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Delaware
Number of Shares (7) Sole Voting 194,636
Power
Beneficially
(8) Shared Voting 221,314
Owned by Each Power
Reporting Person (9) Sole Dispositive 194,636
Power
with:
(10) Shared Dispositive 221,314
Power
(11) Aggregate Amount Beneficially Owned 415,950
by Each Reporting Person
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (see instructions) / /
(13) Percent of Class Represented by 13.7%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
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CUSIP NUMBER 719 068 10 8
(1) Name of Reporting Persons Wynnefield Partners Small Cap Value, L.P.I
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a (a) /X/
Member of a Group* (b) / /
(3) SEC Use Only
(4) Source of Funds (see instructions) WC
(5) Check if Disclosure of Legal / /
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Delaware
Number of Shares (7) Sole Voting 135,764
Power
Beneficially
(8) Shared Voting 280,186
Owned by Each Power
Reporting Person (9) Sole Dispositive 135,764
Power
with:
(10) Shared Dispositive 280,186
Power
(11) Aggregate Amount Beneficially Owned 415,950
by Each Reporting Person
(12) Check if the Aggregate Amount in / /
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 13.7%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
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CUSIP NUMBER 719 068 10 8
(1) Name of Reporting Persons Wynnefield Small Cap Value Offshore Fund,
I.R.S. Identification Ltd.
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a (a) /X/
Member of a Group* (b) / /
(3) SEC Use Only
(4) Source of Funds (see instructions) WC
(5) Check if Disclosure of Legal / /
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Cayman Islands
Number of Shares (7) Sole Voting 85,550
Power
Beneficially
(8) Shared Voting 330,400
Owned by Each Power
Reporting Person (9) Sole Dispositive 85,550
Power
with:
(10) Shared Dispositive 330,400
Power
(11) Aggregate Amount Beneficially Owned 415,950
by Each Reporting Person
(12) Check if the Aggregate Amount in / /
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 13.7%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) PN
</TABLE>
<PAGE>
SCHEDULE 13D/A
Filed Pursuant to Rule 13d-2
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D/A (this "Statement") relates to
common stock, $0.01 par value per share (the "Common Stock"), of PHOENIX GOLD
INTERNATIONAL, INC., an Oregon corporation ("Issuer"). The principal executive
offices of the Issuer are located at 9300 North Decatur Street, Portland,
Oregon 97203. This statement amends and restates in its entirety that certain
Schedule 13D/A filed by the "Reporting Persons" as part of a separate and
distinct 13D "Group" on November 24, 1998.
The aggregate number of shares beneficially owned by the members
of the Group identified in this filing is 415,950 or 13.7% of the common stock
shown as outstanding on the issuer's most recent Form 10-Q.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by Wynnefield Partners Small Cap Value,
L.P. ("Wynnefield"), Wynnefield Partners Small Cap Value, L.P. I ("Wynnefield
I"), and Wynnefield Small Cap Value Offshore Fund, Ltd. ("Wynnefield
Offshore") (collectively the "Reporting Persons" and/or the "Wynnefield
Group"). This Statement also includes information about the following persons
(collectively, the "Controlling Persons"): Wynnefield Capital Management, LLC
("WCM"), Wynnefield Capital, Inc. ("Capital"), Nelson Obus ("Obus") and Joshua
Landes ("Landes"). The Reporting Persons and the Controlling Persons are
sometimes collectively referred to as the "Item 2 Persons." The Reporting
Persons have included as APPENDIX A to this Statement on Schedule 13D an
agreement in writing that this Statement is filed on behalf of each of them.
REPORTING PERSONS
Wynnefield and Wynnefield I are Delaware limited partnerships.
Wynnefield Offshore is a Cayman Island private investment company. The
principal business of each Reporting Person is the purchase, sale, exchange,
acquisition and holding of investment securities. The principal address of
each Reporting Person, which also serves as its principal office, is One Penn
Plaza, Suite 4720, New York, New York 10119.
CONTROLLING PERSONS
The principal address of each Controlling Person, which also serves
as such person's principal office, is One Penn Plaza, Suite 4720, New
York, New York 10119.
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Wynnefield:
WCM, a New York limited liability company, is the general partner of
Wynnefield. The principal business of WCM is money management and
acting as an advisor to Wynnefield and other entities and activities
related thereto.
Obus and Landes, directly and through WCM, control Wynnefield. The
principal occupation of Obus and Landes is financial management.
Wynnefield I:
WCM, a New York limited liability company, is the general partner of
Wynnefield I. The principal business of WCM is money management and
acting as an advisor to Wynnefield I and other entities and activities
related thereto.
Obus and Landes, directly and through WCM, control Wynnefield I. The
principal occupation of Obus and Landes is financial management.
Wynnefield Offshore:
Capital, a Delaware corporation, is the investment manager of
Wynnefield Offshore. The principal business of Capital is money
management and acting as an advisor to Wynnefield Offshore and other
entities and activities related thereto. Obus and Landes are the
directors, principal executive officers and controlling shareholders of
Capital. The principal occupation of Obus and Landes is financial
management.
During the last five (5) years, no Item 2 Person has been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors) and no Item 2 Person was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction such that,
as a result of such proceeding, any Item 2 Person 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
securities laws or finding any violation with respect to such laws.
Obus and Landes are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the funds used by each of the Reporting Persons to
purchase the securities as described below was working capital.
Wynnefield acquired 194,636 shares of Common Stock from May 3,
1995 through December 21, 1999 on the open market or in private
transactions at prices ranging from $1.25 to $10.00.
Wynnefield I acquired 135,764 shares of Common Stock from
November 4, 1997 through December 21, 1999 on the open market or
in private transactions at prices ranging from $1.25 to $5.37.
6.
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Wynnefield Offshore acquired 85,550 shares of Common Stock from
February 4, 1997 through December 30, 1998 on the open market or
in private transactions at prices ranging from $1.26 to $5.75.
ITEM 4. PURPOSE OF TRANSACTION.
Each member of the Wynnefield Group originally acquired the Shares
reported in Item 5 below for investment purposes only and has
continued to monitor the efforts of the Issuer.
The Wynnefield Group believes that management and the directors
have not taken effective steps to remedy the lack of shareholder
value. Wynnefield has been dissatisfied with the lack of
effective management initiatives to create shareholder value and
has frequently expressed its views to management directors of
the issuer to no avail. Therefore, on September 6, 2000, the
Wynnefield Group submitted to the Issuer a shareholder proposal
to be voted on at the 2001 Annual Meeting of the Shareholders of
the Issuer. The shareholder proposal requests the implementation
of cumulative voting to elect the Issuer's Board of Directors.
If the shareholder proposal is approved by the shareholders and
cumulative voting is implemented, The Wynnefield Group may
nominate an individual for director. Cumulative voting would
permit The Wynnefield Group to vote its shares with those of
other outside minority shareholders representing approximately
three percent of the outstanding shares in order to elect an
independent director to the Issuer's Board of Directors.
The Wynnefield Group wishes to utilize cumulative voting to
elect a single independent director with the purpose of further
influencing the Board and management to realize shareholder
value.
The Wynnefield Group has also urged management to consider
measures to enhance shareholder value, such as engaging in the
sale of the corporation, or a "going private" transaction in
which shares of all minority holders would be purchased at a
fair price. The Wynnefield Group may in the future determine to:
(i) acquire additional securities of the Issuer through open
market purchases, private agreements or otherwise, (ii) dispose
of all or a portion of the securities of the Issuer owned by
them, or (iii) consider plans or proposals which would relate to
or result in: (a) the acquisition by any person of additional
securities of the Issuer; (b) an extraordinary corporate
transaction such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) the sale or
transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the board of directors or
management of the Issuer, including any plans or proposals to
change the number or terms of directors or to fill any existing
vacancies of the board of directors of the Issuer; (e) any
material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's
charter, bylaws or instruments; (h)
7.
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any other action whether or not similar to those enumerated above.
The Reporting Persons also reserve the right to take other
actions to influence the management of the Issuer should they
deem such actions appropriate.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following table provides the aggregate number and
percentage of Common Stock beneficially owned by the
Reporting Persons on September 7, 2000 (based on 3,026,945
shares of Common Stock outstanding as reported on the
Issuer's Form 10-Q for the period ended June 30, 2000).
<TABLE>
<CAPTION>
Wynnefield Wynnefield I Wynnefield Total
---------- ------------ ---------- -----
Offshore
--------
<S> <C> <C> <C> <C>
Common Stock 194,636 135,764 85,550 415,950
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Percentage* 6.4% 4.5% 2.8% 13.7%
----------
</TABLE>
* Common Stock beneficially owned as a percent of
3,026,945 shares of Common Stock.
CONTROLLING PERSONS
Each of WCM, Obus and Landes may be deemed to be the
beneficial owner of the reported securities
beneficially owned by Wynnefield.
Each of WCM, Obus and Landes may be deemed to be the
beneficial owner of the reported securities
beneficially owned by Wynnefield I.
Each of Capital, Obus and Landes may be deemed to be
the beneficial owners of the securities owned by
Wynnefield Offshore.
(b) REPORTING PERSONS
Each of the Reporting Persons has the sole power to
vote or direct the vote and to dispose or direct the
disposition of the reported securities it holds.
The Reporting Persons have not acquired any shares of
Common Stock of the Issuer on the open market within
the last 60 days.
(c) Not applicable.
(d) Not applicable.
8.
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ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On September 6, 2000, the Wynnefield Group submitted to the Issuer
a shareholder proposal to be voted on at the 2001 Annual Meeting
of the Shareholders of the Issuer. The shareholder proposal
requests the implementation of cumulative voting to elect the
Issuer's Board of Directors.
If the shareholder proposal is approved by the shareholders and
cumulative voting is implemented, The Wynnefield Group may
nominate an individual for director. Cumulative voting would
permit The Wynnefield Group to vote its shares with those of
other outside minority shareholders representing approximately
three percent of the outstanding shares in order to elect an
independent director to the Issuer's Board of Directors.
The Wynnefield Group wishes to utilize cumulative voting to elect
a single independent director with the purpose of further
influencing the Board and management to realize shareholder
value.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
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.
Date: September 21, 2000.
WYNNEFIELD PARTNERS SMALL CAP VALUE, LP
By: Wynnefield Capital Management, LLC,
its general partner
By: /s/ Nelson Obus
Name: Nelson Obus
Title: Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, LP I
By: Wynnefield Capital Management, LLC,
its general partner
By: /s/ Nelson Obus
Name: Nelson Obus
Title: Managing Member
9.
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WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
its general partner
By: /s/ Nelson Obus
Name: Nelson Obus
Title: President
10.
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D/A (including amendments thereto)
with respect to the common stock and depository receipts of Phoenix Gold
International, Inc. This Joint Filing Agreement shall be included as an exhibit
to such filing. In evidence thereof, each of the undersigned, being duly
authorized where appropriate, hereby executes this Joint Filing Agreement as of
the 21st day of September, 2000.
WYNNEFIELD PARTNERS SMALL CAP VALUE, LP
By: Wynnefield Capital
Management, LLC,
its general partner
By: /s/ Nelson Obus
Name: Nelson Obus
Title: Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, LP I
By: Wynnefield Capital Management,
LLC, its general partner
By: /s/ Nelson Obus
Name: Nelson Obus
Title: Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE
FUND, LTD.
By: Wynnefield Capital, Inc. its
general Partner
By: /s/ Nelson Obus
Name: Nelson Obus
Title: President
11.
