UNIVERSAL STAINLESS & ALLOY PRODUCTS INC
SC 13D/A, 1999-08-20
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 6)

                   UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
        -----------------------------------------------------------------
                                (Name of Issuer)


                    Common Stock, par value $0.001 per share
        -----------------------------------------------------------------
                         (Title of Class of Securities)

                                    913837100
                       -----------------------------------
                                 (CUSIP Number)

                   Larry L. Symons, Vice President of Finance
                         Ellwood Group Investment Corp.
                              103 Springer Building
                              3411 Silverside Road
                              Wilmington, DE 19810
        -----------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                 August 18, 1999
             -------------------------------------------------------
             (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
                                (Amendment No. 6)
CUSIP No. 913837100

1. NAME OF REPORTING PERSON Ellwood Group Investment Corp.
                            ----------------------------------------------------
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  EIN No. 51-0252828
                                                         -----------------------
2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a)    [     ]
                                                                (b)    [     ]
3.    SEC USE ONLY


4.    SOURCE OF FUNDS   WC
                        --------------------------------------------------------

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
                                             -----------------------------------
      NUMBER OF               7.    SOLE VOTING POWER                    711,000
      SHARES
      BENEFICIALLY            8.    SHARED VOTING POWER                        0
      OWNED BY
      EACH                    9.    SOLE DISPOSITIVE POWER               711,000
      REPORTING
      PERSON WITH             10.   SHARED DISPOSITIVE POWER                   0

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       711,000
                                                                         -------

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
      SHARES                                                               [   ]

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.6%
                                                           ---------------------
14.   TYPE OF REPORTING PERSON     CO
                                   ---------------------------------------------


                                  Page 2 of 5
<PAGE>


            This Amendment No. 6 further amends and supplements the statement on
Schedule 13D filed by Ellwood Group  Investment  Corp.,  a Delaware  corporation
(the  "Reporting  Person"),  on February  5, 1999,  as  subsequently  amended by
Amendment No. 1 filed on March 4, 1999, Amendment No. 2 filed on April 12, 1999,
Amendment  No. 3 filed on May 21, 1999,  Amendment No. 4 filed on July 28, 1999,
and Amendment No. 5 filed on August 13, 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  modifications  and  supplements  to, the  Schedule  13D are
included in this Amendment No. 6. All  capitalized  terms used but not otherwise
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 add:

            On August 18, 1999, the Reporting  Person agreed to purchase  60,000
shares of Common  Stock of the Issuer  for  $333,750  in cash,  all of which was
obtained from working capital of the Reporting Person.

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 711,000 shares of Common
Stock, constituting  approximately 11.6% of the outstanding shares of the Common
Stock of the Issuer (such percentage,  which is rounded to the nearest tenth, is
based upon the 6,104,454 shares of Common Stock of the Issuer  outstanding as of
August 6, 1999,  as reported in the Issuer's  Quarterly  Report on Form 10-Q for
the quarterly period ended June 30, 1999).



                                  Page 3 of 5
<PAGE>



            (c) In  addition  to the  shares of  Common  Stock  acquired  by the
Reporting  Person as of August 18, 1999 as described above, the Reporting Person
has  purchased a total of 75,000  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
      ----------------        ----------------        --------------------

      August 16, 1999             10,000                    $ 57,500
      August 10, 1999             15,000                    $ 86,250
      July 22, 1999               50,000                    $287,500


                  [remainder of page intentionally left blank]



                                  Page 4 of 5
<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 GROUP INVESTMENT CORP.



                                    By: /S/ LARRY L. SYMONS
                                        ----------------------------------------
                                        Larry L. Symons
                                        Vice President of Finance, Treasurer,
                                        and Assistant Secretary

Dated:  August 20, 1999



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