UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
913837100
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(CUSIP Number)
Larry L. Symons, Vice President of Finance
Ellwood City Forge Investment Corp.
103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 18, 1999
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(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 [ ].
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.
<PAGE>
SCHEDULE 13D
CUSIP No. 913837100
1. NAME OF REPORTING PERSON Ellwood City Forge Investment Corp.
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EIN No. 51-0252828
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7. SOLE VOTING POWER 576,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 576,000
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 576,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4%
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14. TYPE OF REPORTING PERSON CO
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Page 2 of 4 Pages
<PAGE>
This Amendment No. 3 further amends and supplements the statement on
Schedule 13D filed by Ellwood City Forge Investment Corp., a Delaware
corporation (the "Reporting Person"), on February 5, 1999, as subsequently
amended by Amendment No. 1 filed on March 4, 1999 and Amendment No. 2 filed on
April 12, 1999 (together with all amendments, the "Schedule 13D"), with respect
to the Common Stock, par value $0.001 per share (the "Common Stock"), of
Universal Stainless & Alloy Products, Inc., a Delaware corporation (the
"Issuer"), to the extent of the matters set forth herein. Only changes from, and
supplements to, the Schedule 13D are included in this Amendment No. 3. All
capitalized terms used but not defined herein shall have the respective meanings
set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is amended to read in its entirety as
follows:
On May 18, 1999, the Reporting Person agreed to purchase 120,000
shares of Common Stock of the Issuer for $750,000 in cash, all of which was
obtained from working capital of the Reporting Person. The settlement of the
purchase of the Common Stock of the Issuer described in this Item 3 is scheduled
for May 21, 1999.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended as follows:
(a)-(b) The Reporting Person directly owns 576,000 shares of Common
Stock, constituting approximately 9.4% of the outstanding shares of the Common
Stock of the Issuer (such percentage, which is rounded to the nearest tenth, is
based upon the 6,102,536 shares of Common Stock of the Issuer outstanding as of
April 30, 1999 as reported in the Issuer's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999).
(c) In addition to the shares of Common Stock acquired by the
Reporting Person as of May 18, 1999 as described above, the Reporting Person has
purchased a total of 15,000 shares of Common Stock within the past 60 days as
set forth below. All of the following purchases were made with cash.
Date of Purchase Number of Shares Total Purchase Price
---------------- ---------------- --------------------
April 9, 1999 15,000 $ 86,250
Page 3 of 4 Pages
<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.
ELLWOOD CITY FORGE INVESTMENT CORP.
By: /s/ Larry L. Symons
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Larry L. Symons
Vice President of Finance, Treasurer,
and Assistant Secretary
Dated: May 21, 1999
