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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Amendment No. 5*
Under the Securities Exchange Act of 1934
Woodroast Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
979899119
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(CUSIP Number)
Gary S. Kohler, Vice President
Okabena Investment Services, Inc.
5140 Norwest Center
90 South Seventh Street, Minneapolis, MN 55402-4139
(612) 339-7151
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(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
October 11, 1996
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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 Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting 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 less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page should 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 ("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 1 of 4 pages
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CUSIP No. 979899119
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Okabena Partnership K. a Minnesota general partnership 41-1642281
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (b) /X/
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
N/A
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(6) Citizenship or Place of Organization
Minnesota
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Number of Shares (7) Sole Voting
Beneficially Owned Power 183,000 shares
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power -0- shares
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(9) Sole Dispositive
Power 183,000 shares
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(10) Shared Dispositive
Power -0- shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
183,000 shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
N/A / /
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(13) Percent of Class Represented by Amount in Row (11)
4.3%
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(14) Type of Reporting Person (See Instructions)
PN
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Page 2 of 4 pages
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This Amendment No. 5 amends the original Schedule 13D filed July 14, 1995.
Amendment No. 1 filed April 12, 1996, Amendment No. 2 filed April 23, 1996,
Amendment No. 3 filed June 10, 1996, and Amendment No. 4 filed October 9, 1996.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b). See Schedule 13D cover page, rows (7) through (11)
inclusive and (13).
(c). In addition to the sales reported in Amendment No. 4, the
Reporting Person also sold in open market transactions 20,000 shares on August
23, 1996 at $4.35 per share and 2,000 shares on September 25, 1996 at $6.06 per
share. These sales were inadvertently omitted in Amendment No. 4. The percent of
class calculation at Row 13 of Amendment No. 4 was based on the Issuer's shares
outstanding as of August 15, 1996 (as set forth in Form S-3 filed by the Issuer
on such date). As of October 11, 1996, the Issuer advises that its shares
outstanding have increased to 4,231,396. As a result, the Reporting Person is no
longer a beneficial owner of more than 5% of such shares.
(d). Except as previously reported and included herein, there
have been no other transactions in the Common Stock of the Issuer effected
during the last sixty days by the persons listed in Item 2.
Page 3 of 4 pages
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: October 11, 1996 OKABENA PARTNERSHIP K
By: Okabena Investment Services, Inc.
Its Managing Partner
By: /s/ Gary S. Kohler
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Gary S. Kohler, Vice President
Page 4 of 4 pages
