UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
OMNI Rail Products, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
68212J117
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(CUSIP Number)
April 30, 1997
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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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SCHEDULE 13G
CUSIP NO. 68212J117 Page 1 of 1
1. Names of Reporting Persons; I.R.S. Identification Nos. of above persons
(entities only).
Edward S. Smith
2. Check the Appropriate Box if a Member of a Group (See Instructions).
a. |_|
b. |_|
3. SEC Use Only.
4. Citizenship or Place of Organization
United States
Number of 5. Sole Voting Power 326,467
Shares Bene-
fically by 6. Shared Voting Power
Owned by Each
Reporting 7. Sole Dispositive Power 326,467
Person With:
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person.
326,467
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions).
Not applicable.
11. Percent of Class Represented by Amount in Row (11).
10.1 percent
12. Type of Reporting Person (See Instructions).
IN
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Item 1.
(a) Name of Issuer
The name of the issuer is OMNI Rail Products, Inc., a Delaware
corporation (the "Corporation").
(b) Address of Issuer's Principal Executive Offices
The address of the Company's principal executive offices is 975 S.E.
Sandy Boulevard, Portland, Oregon 97214.
Item 2.
(a) Name of Person Filing
The name of the person filing this statement is Edward S. Smith.
(b) Address of Principal Business Office or, if none, Residence
Mr. Smith's principal business office is 921 S.W. Washington Street,
Portland, Oregon 97205.
(c) Citizenship
Mr. Smith is a citizen of the United States.
(d) Title of Class of Securities
This statement relates to shares of the Company's common stock, $.01
par value.
(e) CUSIP Number
The Company's CUSIP Number is 68212J117.
Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o).
(b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) |_| Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) |_| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E).
(f) |_| An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in accordance
with ss.240.13d-1(b)(1)(ii)(G).
(h) |_| A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
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(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned: 326,467.
(b) Percent of class: 10.1 percent.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 326,467.
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the disposition of: 326,467.
(iv) Shared power to dispose or to direct the disposition of: 0.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
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.
10/11/2000
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Date
/s/ Edward S. Smith
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Signature
Edward S. Smith
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
