SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
OBUS NELSON

(Last) (First) (Middle)
C/O WYNNEFIELD CAPITAL, INC.
450 SEVENTH AVENUE

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2004
3. Issuer Name and Ticker or Trading Symbol
LAYNE CHRISTENSEN CO [ LAYN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
common stock, $0.01 par value per share(1) 318,500 I By Wynnefield Partners Small Cap Value, L.P.
common stock, $0.01 par value per share(2) 185,900 I By Wynnefield Small Cap Value Offshore Fund, Ltd.
common stock, $0.01 par value per share(3) 380,406 I By Wynnefield Partners Small Cap Value L.P. I
common stock, $0.01 par value per share(4) 280 I By Channel Partnership II, L.P.
common stock, $0.01 par value per share(5) 10,000 I By Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reported securities are owned by Wynnefield Partners Small Cap Value, L.P., a Delaware limited partnership("Partners L.P."). Wynnefield Capital Management, LLC, a New York limited liability company ("Capital LLC") is the sole general partner of Partners L.P. Mr. Obus is a co-managing member of Capital LLC, and by virtue of his positions with Capital LLC and Partners L.P. Mr. Obus has the shared power to vote and dispose of the reported securities owned by Partners L.P. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
2. The reported securities are owned by Wynnefield Small Cap Value Offshore Fund, Ltd., a Cayman Islands company (the "Fund"). Wynnefield Capital, Inc., a Delaware corporation ("Capital Inc."), is the sole investment manager of the Fund. Mr. Obus is a co-principal executive officer of Capital Inc., and by virtue of his positions with Capital Inc. and the Fund Mr. Obus has the shared power to vote and dispose of the reported securities owned by the Fund. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. The reported securities are owned by Wynnefield Partners Small Cap Value L.P.I, a Delaware limited partnership ("Partners I"). Wynnefield Capital Management, LLC, a New York limited liability company ("Capital LLC"), is the sole general partner of Partners I. Mr. Obus is a co-managing member of Capital LLC, and by virtue of his positions with Capital LLC and Partners I Mr. Obus has the shared power to vote and dispose of the reported securities owned by Partners I. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
4. The reported securities are owned by Channel Partnership II, L.P., a New York limited partnership ("Channel"). Mr. Obus is the general partner of Channel, and by virtue of his position with Channel Mr. Obus has the power to vote and dispose of the reported securities owned by Channel. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
5. The reported securities are owned by Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan (the "Plan"). Mr. Obus has the authority to direct the voting and the disposition of the reported securities owned by the Plan. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
/s/ Nelson Obus 04/05/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.