UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
UNIVERSAL STAINLESS AND ALLOY PRODUCTS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
913837100
(CUSIP Number)
Alan S. Parsow with a copy to McGrath, North, Mullin
David L. Hefflinger
General Partner & Kratz, P.C.
P. O. Box 818 1400 One Central Park Plaza
Elkhorn, NE 68022 Omaha, NE 68102
(402) 289-3217 (402) 341-3070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 21, 2000
(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[ ].
* 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.
<PAGE>
CUSIP NO. 913837100 13D Page 2 of 4 Pages
1. Name of Reporting Person
SS or IRS Identification Number of Above Person
Parsow Partnership, Ltd., a Limited Partnership / 47-0541937
2. Check the Appropriate Box if a Member of a Group
/X/ (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
Nebraska
7. Sole Voting Power
232,400 Shares
Number of
Shares 8. Shared Voting Power
Beneficially
Owned by 0
Reporting
Person 9. Sole Dispositive Power
With
232,400 Shares
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
232,400 Shares
12. Check Box if Aggregate Amount in Row 11 Excludes Certain
Shares
/ /
13. Percent of Class Represented by Amount in Row 11
Approximately 3.82% of voting securities
14. Type of Reporting Person
PN
<PAGE>
CUSIP NO. 913837100 13D Page 3 of 4 Pages
1. Name of Reporting Person
SS or IRS Identification Number of Above Person
Elkhorn Partners Limited Partnership / 47-0721875
2. Check the Appropriate Box if a Member of a Group
/X/ (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
Nebraska
7. Sole Voting Power
246,200 Shares
Number of
Shares 8. Shared Voting Power
Beneficially
Owned by 0
Reporting
Person 9. Sole Dispositive Power
With
246,200 Shares
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
246,200 Shares
12. Check Box if Aggregate Amount in Row 11 Excludes Certain
Shares
/ /
13. Percent of Class Represented by Amount in Row 11
Approximately 4.04% of voting securities
14. Type of Reporting Person
PN
<PAGE>
CUSIP NO. 913837100 13D Page 4 of 4 Pages
Parsow Partnership, Ltd. and Elkhorn Partners Limited Partnership (the
"Partnerships") make this filing to amend certain information previously
reported by the Partnerships. This filing constitutes Amendment No. 2 to the
Schedule 13D of Parsow Partnership, Ltd. and Elkhorn Partners Limited
Partnership. The Partnerships amend such prior schedule 13D reports with respect
to the common stock of UNIVERSAL STAINLESS AND ALLOY PRODUCTS, INC.
("UNIVERSAL") by adding the following information to the item indicated:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(b) As of April 21, 2000, Parsow Partnership, Ltd. owns 232,400
shares of UNIVERSAL common stock and Elkhorn Partners Limited Partnership owns
246,200 shares of UNIVERSAL common stock. The UNIVERSAL Form 10-Q for the
quarter ended September 30, 1999 reported that there were outstanding 6,086,554
shares of UNIVERSAL common stock as of November 5, 1999. Based on this number,
Parsow Partnership, Ltd. owns approximately 3.82% of the UNIVERSAL common stock
and Elkhorn Partners Limited Partnership owns approximately 4.04% of the
UNIVERSAL common stock.
(c) During the past 60 days, Parsow Partnership, Ltd. purchased 15,700
shares of UNIVERSAL common stock, in open market transactions, at prices ranging
from $6.00 to $7.125 per share. During the past 60 days, Elkhorn Partners
Limited Partnership purchased 12,300 shares of UNIVERSAL common stock, in open
market transactions, at prices ranging from $6.04 to $6.55 per share.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
DATED: April 21, 2000
Elkhorn Partners Parsow Partnership, Ltd.,
Limited Partnership A Limited Partnership
By /s/ Alan S. Parsow By /s/ Alan S. Parsow
Alan S. Parsow Alan S. Parsow
General Partner General Partner
