UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 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)
February 12, 1998
(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:
Page 1 of 4 Pages
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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)
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6. Citizenship or Place of Organization United States
Number of Shares 7. Sole Voting Power 512,370
Beneficially Owned 8. Shared Voting Power 0
by Each Reporting 9. Sole Dispositive Power 512,370
Person With 10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 512,370
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row(11) 5.2%
14. Type of Reporting Person (See Instructions) IN
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This Amendment No. 2 amends and supplements the Statement on Schedule 13D
dated November 17, 1995, as amended, 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 5. Interest in Securities of the Issuer.
(a) and (b). As of the close of business on February 11, 1998, the
Reporting Person beneficially owned 512,370 Shares, representing approximately
5.2% 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
50,000 Sale $13.56 2/11/98
45,000 Sale $13.30 2/12/98
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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: February 11, 1998
/s/ Thomas M. Begel
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Thomas M. Begel
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