UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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 Group Investment Corp.
f/k/a 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)
August 10, 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
(Amendment No. 5)
CUSIP No. 913837100
1. NAME OF REPORTING PERSON Ellwood Group Investment Corp.
f/k/a 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 641,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 641,000
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
641,000
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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)10.5%
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14. TYPE OF REPORTING PERSON CO
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Page 2 of 5 Pages
<PAGE>
This Amendment No. 5 further amends and supplements the statement on
Schedule 13D filed by Ellwood Group Investment Corp. f/k/a 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,
Amendment No. 2 filed on April 12, 1999, Amendment No. 3 filed on May 21, 1999,
and Amendment No. 4 filed on July 28, 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. 5. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Schedule 13D.
Item 2. Identity and Background.
Paragraph (a) of Item 2 of the Schedule 13D is amended as follows:
On August 4, 1999, the Reporting Person filed a Certificate of
Amendment with the Office of the Secretary of State of the State of Delaware
changing its name from "Ellwood City Forge Investment Corp." to "Ellwood Group
Investment Corp."
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is amended to add:
On August 10, 1999, the Reporting Person agreed to purchase 15,000
shares of Common Stock of the Issuer for $86,250 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 641,000 shares of Common
Stock, constituting approximately 10.5% 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).
Page 3 of 5 Pages
<PAGE>
(c) In addition to the shares of Common Stock acquired by the
Reporting Person as of August 10, 1999 as described above, the Reporting Person
has purchased a total of 50,000 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
---------------- ---------------- --------------------
July 22, 1999 50,000 $287,500
[remainder of page intentionally left blank]
<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.
f/k/a 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: August 13, 1999
