UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Johnstown America Industries, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
479477 10 1
(CUSIP Number)
Thomas M. Begel
Chairman, President and Chief Executive Officer
Johnstown America Industries, Inc.
980 N. Michigan Avenue, Suite 1000
Chicago, Illinois 60611
(312) 280-8844
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 13, 1995
(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:
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CUSIP No. 479477 10 1
1. Names of Reporting Person/S.S. or I.R.S. Identification Nos. of Above Persons
Thomas M. Begel
2. Check the Appropriate Row if a Member of a Group (See Instructions)
(a)______________________________
(b)______________________________
3. SEC Use Only
4. Source of Funds (See Instructions) PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
2(e)
________________
6. Citizenship or Place of Organization United States
Number of Shares 7. Sole Voting Power 607,370
Beneficially Owned 8. Shared Voting Power 0
by Each Reporting 9. Sole Dispositive Power 607,370
Person With 10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 607,370
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
_______________
13. Percent of Class Represented by Amount in Row(11) 6.2%
14. Type of Reporting Person (See Instructions) IN
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This Amendment No. 1 amends, supplements and restates in its entirety the
Statement on Schedule 13D dated November 17, 1995 filed with the Securities and
Exchange Commission by Thomas M. Begel (the "Reporting Person"), Chairman,
President and Chief Executive Officer of Johnstown America Industries, Inc., a
Delaware corporation (the "Company").
Item 1. Security and Issuer.
- --------------------------------
This statement (the "Statement") relates to shares of Common Stock,
par value $.01 per share (together with the associated preferred stock purchase
rights, the "Shares"), of the Company. The principal executive offices of the
Company are located at 980 N. Michigan Avenue, Suite 1000, Chicago, Illinois
60611.
Item 2. Identity and Background.
- ------------------------------------
(a)-(c), (f). This Statement is being filed by the Reporting Person.
The Reporting Person is a United States citizen and his business address is 980
N. Michigan Avenue, Suite 1000, Chicago, Illinois 60611.
(d) and (e). During the last five years, the Reporting Person has
not (i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been 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 securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
- --------------------------------------------------------------
All of the Shares owned by the Reporting Person were acquired using
the personal funds of the Reporting Person.
Item 4. Purpose of Transaction.
- -----------------------------------
The Reporting Person acquired the Shares for investment purposes.
The Reporting person continues to believe that an investment in Shares is an
attractive investment opportunity. The Reporting Person intends to review his
investment in the Company on a continuing basis and reserves the right to
acquire Shares in the open market or in privately negotiated transactions or
otherwise, to maintain his holdings at current levels or to sell all or a
portion of his holdings in the open market or in privately negotiated
transactions or otherwise. The Reporting Person has no present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
- -------------------------------------------------
(a) and (b). As of the close of business on November 13, 1997, the
Reporting
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Person beneficially owned 607,370 Shares, representing approximately 6.2% of the
9,762,262 Shares outstanding as of November 4, 1997 (as reported in the
Company's Form 10-Q for the quarter ended September 30, 1997). The Reporting
Person has the sole power to vote or to direct the vote of, and to dispose or
direct the disposition of, such Shares. The Reporting Person has the following
options to acquire Shares: exercisable options to acquire 25,000 Shares at an
exercise price of $14.50 and options to acquire 25,000 Shares at an exercise
price of $8.5625, of which one-third are exercisable and the remainder are
subject to vesting over the next two years, and owns approximately 2,583 Shares
through the Company's 401(k) plan. Except as set forth above, the Reporting
Person does not beneficially own any Shares nor does he have any contract,
agreement, arrangement or understanding to purchase or acquire any Shares.
(c) Except for the dispositions of Shares set forth below, the
Reporting Person has not purchased or sold any Shares during the past 60 days.
Type of
Number of Shares Transaction Price Settlement Date
---------------- ----------- ------ ---------------
6,000 Gift N/A 10/16/97
65,000 Sale $12.41 11/3/97
10,000 Sale $12.41 11/13/97
36,000 Sale $11.97 11/13/97
39,000 Sale $11.67 11/13/97
(d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
-------------------------------------------------------
The Reporting Person is a party to an agreement among the Company
and certain original stockholders of the Company whereby the Reporting Person is
entitled to incidental registration rights to register his Shares under certain
circumstances where the Company is registering Shares for itself or for certain
other parties to such agreement. Except as set forth above, the Reporting Person
has no contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Company,
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 agreements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
- ---------------------------------------------
None.
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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.
Dated: November 13, 1997
/s/ Thomas M. Begel
-----------------------------
Thomas M. Begel
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