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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WESTERN POWER & EQUIPMENT CORP.
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(Name of Issuer)
COMMON STOCK, PAR VALUE, $.001 PER SHARE
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(Title of Class of Securities)
959221102
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(CUSIP Number)
JAMES H. DAHL
1200 RIVERPLACE BOULEVARD, SUITE 902
JACKSONVILLE, FLORIDA 32207
(904) 393-9020
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
DECEMBER 16, 1998
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X]. (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).
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CUSIP No. 959221102
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1) Names of Reporting Persons /S.S. or I.R.S. Identification Nos. of
Above Persons James H. Dahl / ###-##-####
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2) Check the Appropriate Row if a Member of a Group (See Instructions)
(a) N/A
(b) N/A
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3) SEC Use Only _________________________________________________________
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4) Source of Funds (See Instructions) OO
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5) Check if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) ________________________________________________________
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6) Citizenship or Place of Organization U.S.A.
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Number of 7) Sole Voting Power 207,100
Shares Bene-
ficially 8) Shared Voting Power -0-
Owned by
Each Report- 9) Sole Dispositive Power 207,100
ing Person
with 10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting
Person 207,100
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CUSIP No. 959221102
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12) Check if Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) _______________________________________________
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13) Percent of Class Represented by Amount in Row (11)
5.9%
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14) Type of Reporting Person (See Instructions) IN
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Statement
relates is common stock, par value $.001 per share, ("Common Stock"), issued by
Western Power & Equipment Corp. (the "Issuer"), the principal executive offices
of which are located at 4601 N.E. 77th Ave., Suite 200, Vancouver, Washington
98662.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This 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 a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Dahl has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, and as a result of such proceeding been subject to 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 $1,051,094.35 were used to purchase
207,100 shares (the "Shares") of Common Stock, to which this statement relates.
The Shares were purchased by Mr. Dahl through trusts for the benefit of Mr.
Dahl's children (the "Children's Trusts"), of which Mr. Dahl may be deemed to
have beneficial ownership, 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"). Mr. Dahl's brother is
the sole trustee of the Children's Trusts and has the sole voting and
dispositive power over the shares held in the Children's Trusts. The sources
of funds used to purchase the
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Shares were funds of the Children's Trusts 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 make additional purchases of securities of the Issuer,
including without limitation Common Stock, either in the open market or in
private transactions depending on his evaluation of the Issuer's business,
prospects and financial condition, the market for Common Stock, other
opportunities available to Mr. Dahl, general economic conditions, money and
stock market conditions and other future developments. Depending on the same
factors, Mr. Dahl may decide to cause the Accounts to sell all or part of the
securities of the Issuer, although he has no current intention to do so.
Other than as set forth above, 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 Issuer
or the disposition of securities of the Issuer, except as set forth
above;
(b) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
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 Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Any change in the Issuer's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer
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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 may be deemed to be the
beneficial owner of all 207,100 Shares, which constitute approximately 5.9% of
the 3,533,462 shares of Common Stock of the Issuer reported to be outstanding
by the Issuer on October 31, 1997.
(c) The following table lists all transactions in the Issuer's Common
Stock effected by Mr. Dahl during the last 60 days, all of which consisted of
purchases for the Accounts through brokers in the open market:
<TABLE>
<CAPTION>
Date of Purchase
Purchase No. of Shares Price
--------- ------------- ----------
<S> <C> <C>
01-Dec-97 75,000 4.938
03-Dec-97 80,000 5.000
04-Dec-97 2,500 4.875
05-Dec-97 1,500 5.125
05-Dec-97 3,000 5.563
05-Dec-97 1,500 5.125
05-Dec-97 3,000 5.563
15-Dec-97 3,000 4.750
16-Dec-97 2,500 5.250
16-Dec-97 4,000 5.250
16-Dec-97 2,500 5.563
16-Dec-97 2,500 5.250
16-Dec-97 4,000 5.250
16-Dec-97 2,500 5.563
17-Dec-97 1,000 5.563
17-Dec-97 1,000 5.563
05-Jan-98 6,600 5.313
08-Jan-98 4,000 5.625
09-Jan-98 7,000 5.781
</TABLE>
(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
receipts of dividends from, or
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the proceeds from the sale of the Shares other than Mr. Dahl's brother in his
capacity as trustee for the Children's Trusts.
(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 Issuer, including but not limited to transfer of 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. MATERIALS TO BE FILED AS EXHIBITS.
None.
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.
Date: January 15, 1998
/s/ James H. Dahl
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JAMES H. DAHL
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