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) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. ___________)1
OmniQuip International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
681969 10 1
(CUSIP Number)
- -------------------------------
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 5. SOLE VOTING POWER
OF See Item 4
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY See Item 4
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH See Item 4
8. SHARED DISPOSITIVE POWER
See Item 4
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,133,005
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.0%
12. TYPE OR 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 5. SOLE VOTING POWER
OF See Item 4
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY See Item 4
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH See Item 4
8. SHARED DISPOSITIVE POWER
See Item 4
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,700,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.0%
12. TYPE OR 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 5. SOLE VOTING POWER
OF See Item 4
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY See Item 4
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH See Item 4
8. SHARED DISPOSITIVE POWER
See Item 4
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
432,205
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%
12. TYPE OR 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 as of December 31, 1997:
(a) Amount Beneficially Owned.
Investments L.P. is the record and beneficial owner of 3,700,800 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
432,205 shares of the Issuer ("Uniquip L.P.'s Shares"). As the controlling
shareholder 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 29.0% of the issued and
outstanding shares 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 4,133,005 0
Investments L.P. 3,700,800 0
Uniquip L.P. 432,205 0
Totals: 4,133,0052 0
- -------------------------------
2 Investments L.P. is the record and beneficial owner of 3,700,800
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 432,205 shares of the Issuer ("Uniquip L.P.'s Shares"). As the controlling
shareholder 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 4,133,005 0
Investments L.P. 3,700,800 0
Uniquip L.P. 432,205 0
Totals: 4,133,0053 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 the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
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.
- -------------------------
3 Investments L.P. is the record and beneficial owner of 3,700,800
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 432,205 shares of the Issuer ("Uniquip L.P.'s Shares"). As the controlling
shareholder 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 8. Identification and Classification of
Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
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 certify that the information set forth in this
Statement is true, complete and correct.
Dated: February 13, 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(f)(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
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: February 13, 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
