SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)(1)
OmniQuip International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
681969 10 1
(CUSIP Number)
March 17, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
- ---------------------------
(1) 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 the disclosures provided in a prior cover page.
The information required in 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 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. 681969 10 1 13G Page 2 of 11 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sam Fox
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER
SHARES 446,669
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 446,669
PERSON WITH 8. SHARED DISPOSITVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
446,669
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
12. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 681969 10 1 13G Page 3 of 11 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Harbour Group Investments III, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 408,600
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 408,600
PERSON WITH 8. SHARED DISPOSITVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 681969 10 1 13G Page 4 of 11 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Uniquip-HGI Associates, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 38,069
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 38,069
PERSON WITH 8. SHARED DISPOSITVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
38,069
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
12. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 681969 10 1 13G Page 5 of 11 Pages
SCHEDULE 13G
Item 1(a). Name of Issuer:
OmniQuip International, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
222 East Main Street
Port Washington, Wisconsin 53074
Item 2(a). Names of Persons Filing:
This Statement on Schedule 13G (the "Statement") is being filed by
the following persons: Sam Fox, Harbour Group Investments III, L.P.
("Investments L.P.") and Uniquip-HGI Associates, L.P. ("Uniquip L.P.")
(collectively sometimes referred to herein as the "Reporting Persons").
Item 2(b). Address of Principal Business Office:
The address of the principal business office for each of the
Reporting Persons is 7701 Forsyth Boulevard, Suite 600, St. Louis, Missouri,
63105.
Item 2(c). Citizenship:
Mr. Fox is a citizen of the United States of America. Investments
L.P. and Uniquip L.P. are Delaware limited partnerships.
Item 2(d). Title of Class of Securities:
The class of equity securities to which this Statement relates is
the common stock, $.01 par value per share (the "Common Stock"), of OmniQuip
International, Inc., a Delaware corporation (the "Issuer").
Item 2(e). CUSIP Number:
681969 10 1
Item 3. Type of Reporting Person:
Not applicable.
<PAGE>
CUSIP No. 681969 10 1 13G Page 6 of 11 Pages
Item 4. Ownership:
(a) Amount Beneficially Owned.
Investments L.P. is the record and beneficial owner of 408,600
shares of the Issuer (the "Investments L.P.'s Shares"). As the controlling
shareholder of HGM III Co., a Delaware corporation which is the general partner
of Harbour Group III Management Co., L.P., a Delaware limited partnership which
is the general partner of Investments L.P., Sam Fox is the beneficial owner of
the Investments L.P.'s Shares. Uniquip L.P. is the record and beneficial owner
of 38,069 shares of the Issuer ("Uniquip L.P.'s Shares"). As the controlling
shareholder of Harbour Group Industries, Inc., a Missouri corporation which is
the general partner of Uniquip L.P., Sam Fox is the beneficial owner of the
Uniquip L.P.'s Shares.
(b) Percent of Class.
The shares described under Item 4(a) represent 3.1% of the issued
and outstanding shares of Common Stock of the Issuer.
(c) Voting Power and Disposition Power.
(i) (ii)
Sole Power to Shared Power to
Vote or to Direct Vote or to
the Vote Direct the Vote
----------------- ----------------
Sam Fox 446,669 0
Investments L.P. 408,600 0
Uniquip L.P. 38,069 0
Totals: 446,669(2) 0
- ----------------------------
(2) Investments L.P. is the record and beneficial owner of 408,600
shares of the Issuer (the "Investments L.P.'s Shares"). As the controlling
shareholder of HGM III Co., a Delaware corporation which is the general partner
of Harbour Group III Management Co., L.P., a Delaware limited partnership which
is the general partner of Investments L.P., Sam Fox is the beneficial owner of
the Investments L.P.'s Shares. Uniquip L.P. is the record and beneficial owner
of 38,069 shares of the Issuer ("Uniquip L.P.'s Shares"). As the controlling
shareholder of Harbour Group Industries, Inc., a Missouri corporation which is
the general partner of Uniquip L.P., Sam Fox is the beneficial owner of the
Uniquip L.P.'s Shares.
<PAGE>
CUSIP No. 681969 10 1 13G Page 7 of 11 Pages
(i) (ii)
Sole Power to Shared Power to
Dispose or to Direct Dispose or to Direct
the Disposition of the Disposition of
-------------------- -------------------
Sam Fox 446,669 0
Investments L.P. 408,600 0
Uniquip L.P. 38,069 0
Totals: 446,669(3) 0
Item 5. Ownership of Five Percent or Less of a Class.
If this Statement is being filed to report the fact that as of the
date hereof each of the Reporting Persons has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [X].
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of
Members of the Group.
Not Applicable.
- ------------------------------
(3) Investments L.P. is the record and beneficial owner of 408,600 shares
of the Issuer (the "Investments L.P.'s Shares"). As the controlling shareholder
of HGM III Co., a Delaware corporation which is the general partner of Harbour
Group III Management Co., L.P., a Delaware limited partnership which is the
general partner of Investments L.P., Sam Fox is the beneficial owner of the
Investments L.P.'s Shares. Uniquip L.P. is the record and beneficial owner of
38,069 shares of the Issuer ("Uniquip L.P.'s Shares"). As the controlling
shareholder of Harbour Group Industries, Inc., a Missouri corporation which is
the general partner of Uniquip L.P., Sam Fox is the beneficial owner of the
Uniquip L.P.'s Shares.
<PAGE>
CUSIP No. 681969 10 1 13G Page 8 of 11 Pages
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
Not Applicable.
<PAGE>
CUSIP No. 681969 10 1 13G Page 9 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: April 10, 1998
/s/ Sam Fox
---------------------------------
Sam Fox
HARBOUR GROUP INVESTMENTS III, L.P.
By: Harbour Group III Management Co., L.P.,
general partner
By: HGM III Co., general partner
By: /s/ Sam Fox
---------------------------------
Sam Fox
Chairman and
Chief Executive Officer
UNIQUIP-HGI ASSOCIATES, L.P.
By: Harbour Group Industries, Inc.,
general partner
By:/s/ Sam Fox
---------------------------------
Sam Fox
Chairman
<PAGE>
CUSIP No. 681969 10 1 13G Page 10 of 11 Pages
EXHIBIT INDEX
Sequential
Exhibit Description Page No.
- --------- ---------------------- ------------
1 Agreement of joint filing 11
pursuant to Rule 13d-1(k)(1)
promulgated under the
Securities Exchange Act of 1934
<PAGE>
CUSIP No. 681969 10 1 13G Page 11 of 11 Pages
AGREEMENT
This will confirm the agreement by and among all the undersigned
that the Amendment No. 1 to Schedule 13G filed on or about this date with
respect to the beneficial ownership by the undersigned of shares of the Common
Stock of OmniQuip International, Inc. is being filed on behalf of each of the
persons or entities named below. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: April 10, 1998
/s/ Sam Fox
---------------------------------
Sam Fox
HARBOUR GROUP INVESTMENTS III, L.P.
By: Harbour Group III Management Co., L.P.,
general partner
By: HGM III Co., general partner
By: /s/ Sam Fox
---------------------------------
Sam Fox
Chairman and
Chief Executive Officer
UNIQUIP-HGI ASSOCIATES, L.P.
By: Harbour Group Industries, Inc.,
general partner
By:/s/ Sam Fox
---------------------------------
Sam Fox
Chairman
