OMB Approval
OMB 3235-0145
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ASV, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
001963107
(CUSIP Number)
James H. Dahl, 1200 Riverplace Blvd., Ste 920, Jacksonville, FL 32207,
(904) 393-9020
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 19, 1996
(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 the 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 five
percent or less 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 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 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>
CUSIP NO. 001963107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James H. Dahl
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF
SHARES 340,006
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 340,006
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,006
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 3 to Schedule 13D relates to the purchase of
77,800 shares of common stock (the "Shares") of ASV, Inc. (the "Company").
The principal executive offices of the Company are located at 840 Lily
Lane, Grand Rapids, Minnesota, 55744.
Item 2. Identity and Background.
(a) This amended Schedule 13D is being filed by James H. Dahl.
(b) Mr. Dahl's business address is 1200 Riverplace Boulevard, Suite
902, Jacksonville, Florida 32207.
(c) Mr. Dahl's present principal occupation is President of James
Dahl & Company, Inc., a private investment firm. The business address of
James Dahl & Company, Inc. is 1200 Riverplace Boulevard, Suite 902,
Jacksonville, Florida 32207.
(d) During the last five years, Mr. Dahl has not been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Dahl has not been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in 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.
(f) Mr. Dahl is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Funds in the aggregate amount of $433,392 were used to purchase the
Shares. The Shares were purchased by Mr. Dahl through various accounts
over which Mr. Dahl may be deemed to have sole or shared voting and
investment power, and by an investment partnership, Rock Creek Partners,
Ltd., a Florida limited partnership, of which Mr. Dahl is the Managing
General Partner (collectively, the "Accounts"). The sources of funds used
to purchase the Shares were personal funds of Mr. Dahl and the investment
partnership of which Mr. Dahl is the Managing General Partner.
Item 4. Purpose of Transaction.
The Shares have been acquired for, and are being held for, investment
purposes. Mr. Dahl may cause the Accounts to acquire additional shares
from time to time in the open market based on factors such as the
Company's financial condition, results of operations and future prospects,
the market value of the Company's common stock, other available investment
opportunities, and general economic and market conditions. Depending on
such factors, Mr. Dahl may determine at some time to cause the Accounts to
dispose of all or a portion of the Shares.
At a meeting of the board of directors of the Company, the number of
directors of the Company was increased from seven to eight. Mr. Dahl was
elected to fill the newly-created seat based on his business experience
and judgment. Subsequently, one of the directors of the Company resigned.
The Company at this time has no plans to fill existing vacancies on its
board of directors.
Other than as set forth above, Mr. Dahl has no present plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Company or the disposition of securities of the Company, except as set
forth above;
(b) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Any changes in the Company's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) and (b) Pursuant to Rule 13d-3, Mr. Dahl is deemed to be the
beneficial owner of all 340,006 Shares which represent approximately 10.1%
of the 3,354,012 shares of common stock reported by the Company to be
outstanding as of September 30, 1996 (adjusted to give effect to 90,000
shares issuable upon exercise of outstanding warrants and 60,606 shares
issuable upon conversion of a 6 1/2% Convertible Subordinated Debenture).
Includes immediately exercisable warrants for the purchase of 90,000
shares of common stock and the Debenture which is immediately convertible
into 60,606 shares of common stock.
(c) The following table lists all transactions in the Company's
common stock effected by Mr. Dahl during the last 60 days, all of which
consisted of purchases for the Accounts through brokers in the open
market:
Date of Purchase
Purchase No. of Shares Price
06-Nov-96 3,000 $21.000
06-Nov-96 10,000 $20.625
08-Nov-96 2,500 $22.063
09-Nov-96 500 $22.063
15-Nov-96 19,000 $22.160
05-Dec-96 3,000 $23.875
06-Dec-96 6,000 $23.625
11-Dec-96 2,000 $23.625
12-Dec-96 2,000 $24.000
12-Dec-96 800 $23.625
19-Dec-96 6,500 $26.481
19-Dec-96 3,500 $26.000
19-Dec-96 8,000 $24.500
19-Dec-96 5,000 $24.000
19-Dec-96 2,000 $25.500
19-Dec-96 2,000 $26.875
19-Dec-96 1,000 $26.125
19-Dec-96 1,000 $27.250
(d) Any dividends on the Shares and the proceeds from the sale
thereof will be paid to the Accounts, based on the relative number of
shares owned by each. No other persons have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among Mr. Dahl and any other persons with respect to
any securities of the Company, including but not limited to transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
<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.
/s/ James H. Dahl
James H. Dahl
DATE: December 27, 1996
