OMB Approval
OMB 3235-0145
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
October 8, 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>
13D
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 283,206
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
283,206
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
283,206
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D relates to the purchase of a
6-1/2% Convertible Subordinated Debenture (the "Debenture") which is
convertible into 60,606 shares of common stock (the Debenture together
with the shares of common stock previously acquired by Mr. Dahl are referred
to as 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 $2,245,440 were used to purchase the
184,000 shares of common stock and common stock equivalents owned by Mr.
Dahl as of July 30, 1996, the date of his initial Schedule 13D. Funds in
the aggregate amount of $638,105 were used to purchase an additional
38,600 shares covered by Amendment No. 1 filed September 27, 1996. Funds
in the amount of $1,000,000 were used to purchase the Debenture. 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.
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 of 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 283,206 Shares which represent approximately 8.5%
of the 3,351,512 shares of common stock reported by the Company to be
outstanding as of June 30, 1996 (adjusted to give effect to 90,000 shares
issuable upon exercise of outstanding warrants and 60,606 shares issuable
upon conversion of the 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 only transaction in the Company's common stock effected by
Mr. Dahl since September 27, 1996, the date of Mr. Dahl's last amended
Schedule 13D, was the purchase on October 8, 1996 of the Debenture in a
private offering by the Company. The Debenture is convertible into 60,606
shares of common stock at a conversion price of $16.50 per share.
(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: October 10, 1996
