UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
WESTERN POWER & EQUIPMENT CORP.
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(Name of Issuer)
COMMON
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(Title of Class of Securities)
959 221-10-2
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(CUSIP Number)
David Nierenberg, The D3 Family Fund, 19605 NE 8th St., Camas, WA 98607
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
6/16/97
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(Date of Event which Requires
Filing of this Statement)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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SCHEDULE 13D
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CUSIP No. 959 221-10-2 Page 2 of 3
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The D3 Family Fund, L.P. (David Nierenberg is President of the General
Partner, which is Nierenberg Investment Management Company.)
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(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
Washington
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7) SOLE VOTING POWER
NUMBER OF
282,500 common shares (8.0%)
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
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EACH
9) SOLE DISPOSITIVE POWER
REPORTING
282,500
PERSON --------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Aggregate amount owned is 282,500 shares (8.0%)
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
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14) TYPE OF REPORTING PERSON*
PN
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Item 1. Security and Issuer
Common stock of Western Power & Equipment Corporation (WPEC), 4601
N.E. 77th Avenue, Suite 200, Vancouver, Washington 98662.
Item 2. Identity and Background
The D3 Family Fund, L.P., a Washington State partnership, whose
principal business is investing in the equities of public micro-cap
issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607.
No convictions or administrative proceedings as described in
Item 2(d) and (e).
Item 3. Source and Amount of Funds or Other Consideration
Source of funds is money invested in the partnership by its partners.
Aggregate amount invested in WPEC shares purchased by the partnership
is $1,406,757.70, including commissions.
Item 4. Purpose of Transaction
The purpose of purchasing the shares was for investment. None of the
actions described in Items 4(a)-(j) are currently contemplated.
Item 5. Interest in Securities of the Issuer
(a,b) D3 owns, and has sole voting and dispositive power over,
282,500 common shares of WPEC (8.0%).
(c) D3's transactions in the last 60 days were the purchase of
217,000 shares of WPEC through Black & Company, at an average
price of $4.96, per share, from May 8, 1997 through June 25,
1997.
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
N/A
Item 7. Material to be Filed as Exhibits
N/A
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.
June 26, 1997 DAVID NIERENBERG
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Date David Nierenberg
President
Nierenberg Investment Management
Company, Inc., the General Partner
Of The D3 Family Fund, L.P.
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