-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MjdIbNKTx1pedrs7ANr73OWF2R8/hSBp7v4nAUsQcEUKRz04RF2Z4NvvTzLNXIB+ +giJjKtzYP1LpdLz77KIEw== 0001055499-99-000004.txt : 19990310 0001055499-99-000004.hdr.sgml : 19990310 ACCESSION NUMBER: 0001055499-99-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990309 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTMORELAND COAL CO CENTRAL INDEX KEY: 0000106455 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 231128670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-12668 FILM NUMBER: 99560576 BUSINESS ADDRESS: STREET 1: 2 NORTH CASCADE AVENUE 14TH FLOOR STREET 2: 200 S BROAD ST CITY: COLORADO SPRINGE STATE: CO ZIP: 80903 BUSINESS PHONE: 7194422600 MAIL ADDRESS: STREET 1: 2 N CASCADE AVE STREET 2: # 14THFL CITY: COLORADO SPRINGS STATE: CO ZIP: 80903-1614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS FRANK E JR CENTRAL INDEX KEY: 0001055499 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 252483918 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2789-B HARTLAND ROAD CITY: FALLS CHURCH STATE: VA ZIP: 22043 BUSINESS PHONE: 7036414612 MAIL ADDRESS: STREET 1: 2798-B HARTLAND ROAD CITY: FALLS CHURCH STATE: VA ZIP: 22043 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Westmoreland Coal Company - ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $2.50 per share - ----------------------------------------------------------------- (Title of Class of Securities) 960878106 - ----------------------------------------------------------------- (CUSIP Number) Frank E. Williams, Jr. 2789-B Hartland Road Falls Church, Virginia 22043 (703) 641-4612 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 8, 1999 - ----------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 disclosures provided in a prior cover page. The information required on 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). CUSIP No. 960878106 1 NAME OF REPORTING PERSON Frank E. Williams, Jr. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### - ----------------------------------------------------------------- - - 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) |X| (b) |_| - ----------------------------------------------------------------- - - 3 SEC USE ONLY - ----------------------------------------------------------------- - - 4 SOURCE OF FUNDS (See Instructions) PF - ----------------------------------------------------------------- - - 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ----------------------------------------------------------------- - - 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------- - - 7 SOLE VOTING POWER 275,893 - -------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 0 BENEFICIALLY - ------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 275,893 PERSON WITH - -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- - - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 275,893 - ----------------------------------------------------------------- - - 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ----------------------------------------------------------------- - - 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.92% - ----------------------------------------------------------------- - - 14 TYPE OF REPORTING PERSON (See Instructions) IN 1 NAME OF REPORTING PERSON R. Bentley Offutt S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### - ----------------------------------------------------------------- - - 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) |X| (b) |_| - ----------------------------------------------------------------- - - 3 SEC USE ONLY - ----------------------------------------------------------------- - - 4 SOURCE OF FUNDS (See Instructions) PF - ----------------------------------------------------------------- - - 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ----------------------------------------------------------------- - - 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------- - - 7 SOLE VOTING POWER 50,000 - -------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 149,400 BENEFICIALLY - -------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 50,000 PERSON WITH - -------------------------------------------- 10 SHARED DISPOSITIVE POWER 149,400 - ----------------------------------------------------------------- - - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 199,400 - ----------------------------------------------------------------- - - 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ----------------------------------------------------------------- - -13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.86% - ----------------------------------------------------------------- - - 14 TYPE OF REPORTING PERSON (See Instructions) IN 1 NAME OF REPORTING PERSON Guy Orlando Dove, III S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### - ----------------------------------------------------------------- - - 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) |X| (b) |_| - ----------------------------------------------------------------- - - 3 SEC USE ONLY - ----------------------------------------------------------------- - - 4 SOURCE OF FUNDS (See Instructions) PF, AF - ----------------------------------------------------------------- - - 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ----------------------------------------------------------------- - - 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------- - - 7 SOLE VOTING POWER 232,154 - -------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 10,000 BENEFICIALLY - --------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 232,154 PERSON WITH - -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- - - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 242,154 - ----------------------------------------------------------------- - - 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ----------------------------------------------------------------- - - 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.46% - ----------------------------------------------------------------- - - 14 TYPE OF REPORTING PERSON (See Instructions) IN,AF 1 NAME OF REPORTING PERSON Wynnefield Partners Small Cap Value L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-3688497 - ----------------------------------------------------------------- - - 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) |X| (b) |_| - ----------------------------------------------------------------- - - 3 SEC USE ONLY - ----------------------------------------------------------------- - - 4 SOURCE OF FUNDS (See Instructions) WC - ----------------------------------------------------------------- - - 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ----------------------------------------------------------------- - - 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------- - - 7 SOLE VOTING POWER 346,290 - -------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 0 BENEFICIALLY - ------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 346,290 PERSON WITH - -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- - - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 346,290 - ----------------------------------------------------------------- - - 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ----------------------------------------------------------------- - - 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.95% - ----------------------------------------------------------------- - - 14 TYPE OF REPORTING PERSON (See Instructions) PN 1 NAME OF REPORTING PERSON Wynnefield Partners Small Cap Value L.P. I S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-3953291 - ----------------------------------------------------------------- - - 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) |X| (b) |_| - ----------------------------------------------------------------- - - 3 SEC USE ONLY - ----------------------------------------------------------------- - - 4 SOURCE OF FUNDS (See Instructions) WC - ----------------------------------------------------------------- - - 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ----------------------------------------------------------------- - - 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------- - - 7 SOLE VOTING POWER 245,791 - -------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 0 BENEFICIALLY - -------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 245,791 PERSON WITH - -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- - - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 245,791 - ----------------------------------------------------------------- - - 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ----------------------------------------------------------------- - - 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.51% - ----------------------------------------------------------------- - - 14 TYPE OF REPORTING PERSON (See Instructions) PN 1 NAME OF REPORTING PERSON Wynnefield Small Cap Value Offshore Fund Ltd S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ----------------------------------------------------------------- - - 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) |X| (b) |_| - ----------------------------------------------------------------- - - 3 SEC USE ONLY - ----------------------------------------------------------------- - - 4 SOURCE OF FUNDS (See Instructions) WC - ----------------------------------------------------------------- - - 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ----------------------------------------------------------------- - - 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ----------------------------------------------------------------- - - 7 SOLE VOTING POWER 146,800 - -------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 0 BENEFICIALLY - --------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 146,800 PERSON WITH - -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- - - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 146,800 - ----------------------------------------------------------------- - - 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ----------------------------------------------------------------- - - 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.10% - ----------------------------------------------------------------- - - 14 TYPE OF REPORTING PERSON (See Instructions) PN AS TO ALL REPORTING PERSONS: Item 1. Security and Issuer. This Statement relates to shares of common stock, par value $2.50 per share (the "Shares"), of Westmoreland Coal Company, a Delaware corporation (the "Issuer"). Included as shares of common stock owned in the figures set forth, except where specifically noted otherwise, are Depository Shares of Series A Convertible Exchangeable Preferred Stock, $1 par value per Preferred Share. Each Depository Share represents 1/4 share of the Preferred Stock, but each Depository Share is entitled to one vote on all matters presented to shareholders. In addition, the Depository Shares are entitled to elect two directors if the Company is in arrears on six or more Preferred Stock dividends, as it is at the date of this filing. Each Depository Share is convertible into approximately 1.7077 shares of Common Stock, and the Common Stock equivalents have been calculated on that basis. The percentages of Common Stock owned have been calculated by dividing: (1) the number of Common shares thus calculated by (2) the number of outstanding shares of Common Stock as shown on the issuer's most recent annual report on Form 10-K, plus the number. of Common Stock equivalents attributed to the person or entity whose percentage is calculated. The principal executive offices of the Issuer are located at 14th floor, 2 North Cascade Avenue, Colorado Springs, Colorado 80903. The aggregate number of shares beneficially owned by the members of the Group identified in this filing is 1,456,328, or 20.9% of the Issuer's outstanding Common Stock and 15.7% of its Common Stock and Depository Shares combined. The response to this Item 1 is applicable to and incorporated by reference into the response of each reporting person set forth below. Item 4. Purpose of Transaction. The reporting persons (the "Group") have decided to work together to enhance shareholder value. The Group seeks to remove the present Board of Directors and to replace some or all that Board with nominees to be chosen by the Group, which in all likelihood will include members of the Group. The Group plans to solicit proxies to further that end. The specifics of the Group's intentions as to its nominees and the redirection of the Issuer's business activities will be included in proxy soliciting material to be furnished shareholders in conformance with Federal securities laws. The Group does not plan to acquire additional securities or dispose of securities presently owned. However, each member of the Group reserves the right to acquire additional securities or dispose of securities as market conditions may warrant. The response to this Item 4 is applicable to and incorporated by reference into the response of each reporting person set forth below. Item 5(c) Transactions in Securities in Past 60 Days No person described in Item 5(a) of the Schedules below has had any transactions in the Issuer's securities in the past 60 days. INFORMATION ABOUT EACH REPORTING PERSON FOLLOWS: AS TO FRANK E. WILLIAMS, JR.: Item 2. Identity and Background. (a) Frank E. Williams, Jr. (b) His address is 2789 Hartland Road, Falls Church, Virginia 22043. (c) His principal occupation is Chairman of the Board of Williams Enterprises of Georgia, whose principal business is steel construction and whose address is 1285 Hawthorne Ave., P.O. Box 756, Smyrna, GA 30081. (d) During the last five years, neither he nor any person or &(e) entity listed in Item 5 below has not been convicted in a criminal proceeding nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) He is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration The shares were purchased from private funds of the Williams family and entities according to the amounts as shown in Item 5 below. Item 5. Interest in Securities of the Issuer See the Cover Page for information concerning the number and percentage of the outstanding shares beneficially owned by Mr. Williams. Of the 275,893 shares shown as being beneficially owned by Mr. Williams, 211,000 shares are actually Common Stock and the remaining 64,893 shares are the calculated equivalent number of shares of Common Stock obtainable from the 38,000 Depository Shares which he owns. Of the Common shares beneficially owned by Mr. Williams, he owns directly 10,000 shares, 21,000 shares are owned by his wife, Billie Z. Williams, 40,000 shares by his father (for whom Mr. Williams has power of attorney as to the shares), F. Everett Williams, 135,000 shares by the William Family Limited Partnership, a Virginia entity, of which Mr. Williams is the general partner, 5,000 shares by the Williams Family Foundation, a Virginia charitable entity, of which Mr. Williams is the president. 4,000 of the 38,000 Depository shares are owned by F. Everett Williams and 34,000 by the Williams Family Limited Partnership. AS TO R. BENTLEY OFFUTT: Item 2. Identity and Background (a) R. Bentley Offutt (b) His address is Offutt Securities, Inc., 11350 McCormick Road, Executive Plaza III, Suite 901, Hunt Valley, Maryland 21030. (c) His principal occupation is that of institutional research and brokerage at his firm, identified immediately above. (d) During the last five years, he has not been convicted in a criminal proceeding. (e) During the last five years he 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 was or is 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) He is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration Mr. Offutt purchased the shares from his private funds. Item 5. Interest in Securities of the Issuer See the Cover Page for information concerning the number and percentage of the outstanding shares beneficially owned by Mr. Offutt. The 149,400 shares shown as being beneficially owned by Mr. Offutt through shared voting and dispositive power are owned by his wife, Ann H. Offutt, 3515 Butler Road, Glyndon, Maryland 21071. During the last five years, she has not been convicted in a criminal proceeding. During the last five years she 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 was or is 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. She is a United States citizen. Neither Mr. Offutt nor his wife has had any transactions in securities of the Issuer within the past 60 days. AS TO GUY ORLANDO DOVE, III Item 2. Identity and Background (a) Guy Orlando Dove, III (b) His address is 10 Jay Street, Middleburg, VA 20118-0796. (c) His principal occupation is that of Chairman of the Board of Directors and Chief Executive Officer of Pinnacle Oil Company, 10 Jay Street, Middleburg, Va 20118-0796. (d) During the last five years, he has not been convicted in a criminal proceeding. (e) During the last five years he 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 was or is 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) He is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration Mr. Dove purchased 184,000 Common shares and 25,000 Depository Shares from his private funds. 14,000 Common shares and 5,000 Depository Shares were purchased by his affiliate, Pinnacle Oil Company from its working capital. Item 5. Interest in Securities of the Issuer See the Cover Page for information concerning the number and percentage of the outstanding shares beneficially owned by Mr. Dove. The 10,000 shares shown as being beneficially owned by Mr. Dove through shared voting power are owned by his adult children, Guy O. Dove, IV and Hilary P. Dove. Of the 232,154 shares over which Mr. Dove has sole voting power, 184,000 are Common shares owned directly by him, 25,615.5 shares are the calculated equivalent number of shares of Common Stock obtainable from the 15,000 Depository shares owned directly by him, 14,000 shares are Common Stock owned by Pinnacle Oil Company and 8538.5 are the calculated equivalent of number of shares of Common Stock obtainable from the 5,000 Depository shares owned by Pinnacle. During the last five years, none of these persons or entities has been convicted in a criminal proceeding been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. Mr. Dove's son and daughter are United States citizens. None of these persons or entities has had a transaction in securities of the Issuer within the past 60 days. AS TO WYNNEFIELD PARTNERS SMALL CAP VALUE L.P. I, WYNNEFIELD PARTNERS SMALL CAP VALUE L.P., AND WYNNEFIELD SMALL CAP OFFSHORE FUND LTD (THE "REPORTING PERSONS"): Item 2. Identity and Background (a) The persons filing this statement are Wynnefield Partners Small Cap Value L.P. I, a limited partnership organized under the laws of the State of Delaware ("Partnership I"), Wynnefield Partners Small Cap Value L.P., a limited partnership organized under the laws of the State of Delaware ("Partnership"), and Wynnefield Small Cap Offshore Fund Ltd, a partnership organized under the laws of the Cayman Islands ("Offshore Fund"), (Partnership I, Partnership and Offshore Fund, collectively, the "Reporting Person"). Wynnefield Capital Management, LLC, a limited liability company organized under the laws of New York is the general partner of Partnership and Partnership I, and Wynnefield Capital, Inc., a corporation organized under the laws of Delaware is the general partner of Offshore Fund. Nelson Obus Joshua H. Landes and Robert Melnick are the members of the limited liability company and Messrs. Obus and Landes are the stockholders, directors and officers of the corporation. Messrs. Obus, Landes and Melnick are citizens of the United States. (b) The address of Messrs. Obus and Landes and Melnick and each Reporting Person's principal business and principal office is One Penn Plaza, Suite 4720, New York, New York 10119. (c) The principal business of each Reporting Person is that of acting as a private investment firm. (d) During the last five years, no entity or natural person named in response to this Item has been convicted in a criminal proceeding. (e) During the last five years, no entity or natural person named in response to this Item has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. Item 3. Source and Amount of Funds or Other Consideration. 482,700 Shares of the Issuer were purchased by the Partnership for cash aggregating $676,279.40, including commissions. The cash was provided from the working capital of the Partnership. 10,000 Shares of the Issuer were purchased by Channel for cash aggregating $34,030.50, including commissions, which was provided from its working capital. 50,000 Shares of the Issuer were purchased by the Partnership for cash aggregating $27,000 including commissions. The cash was provided from the working capital of the Partnership. 160,000 Shares of the Issuer were purchased by the Offshore Fund for cash aggregating $86,825.00, including commissions, which was provided from its working capital. The source of the $183,600 used by Partnership I to purchase 20,400 depository shares, which are convertible into 34,844 shares of Common Stock, was its working capital. The source of the $153,000 used by Partnership to purchase 17,000 depository shares, which are convertible into 29,037 shares of Common Stock, was its working capital. The source of the $81,000 used by Offshore Fund to purchase 9,000 depository shares, which are convertible into 15,372 shares of Common Stock, was its working capital. No funds were borrowed by any of Partnership I, Partnership or Offshore Fund in connection with its purchases of depository shares. Item 5. Interest in Securities of the Issuer. (a) As of the date of this filing: Partnership I is the beneficial owner of 245,791 shares of Common Stock, or 3.53% of the outstanding Common Stock; Partnership is the beneficial owner of 346,290 shares of Common Stock, or 4.97% of the outstanding Common Stock; Offshore Fund is the beneficial owner of 146,800 shares of Common Stock, or 2.11% of the outstanding Common Stock; and the Reporting Person is the beneficial owner of 738,881 shares of Common Stock, or 10.61% of the outstanding Common Stock. (b) As of the date of this filing: Partnership I has the sole power to vote, or to direct the vote of, 245,791 shares of Common Stock and the sole power to dispose of, or to direct the disposition of, 245,791 shares of Common Stock; Partnership has the sole power to vote, or to direct the vote of, 346,290 shares of Common Stock and the sole power to dispose of, or to direct the disposition of, 346,290 shares of Common Stock; Offshore Fund has the sole power to vote, or to direct the vote of, 146,800 shares of Common Stock and the sole power to dispose of, or to direct the disposition of, 146,800 shares of Common Stock; and the Reporting Person has the sole power to vote, or to direct the vote of, 738,881 shares of Common Stock and the sole power to dispose of, or to direct the disposition of, 738,881 shares of Common Stock. (c) No entity or natural person named in response to this Item has had any transactions in the Issuer's securities during the past 60 days. AS TO ALL MEMBERS OF THE GROUP INCLUDED IN THIS FILING: Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than the understanding that each person or entity named in Item 2 of the above schedules will direct their votes to elect a new board of directors to be selected by consensus, there are no contracts, understandings or relationships with respect to securities of the Issuer. Item 7. Material to Be Filed as Exhibits. None SIGNATURES 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: March 8, 1999 /S/Frank E. Williams, Jr. __________________________ Frank E. Williams, Jr. Date: March 8, 1999 /S/R. Bentley Offutt __________________________ R. Bentley Offutt Date: March 8, 1999 /S/Guy O. Dove, III ___________________________ Guy O. Dove, III Date: March 8, 1999 WYNNEFIELD PARTNERS SMALL CAP VALUE L.P. I By: WYNNEFIELD CAPITAL MANAGEMENT, LLC, as general partner By: /S/ NELSON OBUS --------------- Nelson Obus Managing Member Date: March 8, 1999 WYNNEFIELD PARTNERS SMALL CAP VALUE L.P. By: WYNNEFIELD CAPITAL MANAGEMENT, LLC, as general partner By: /S/ NELSON OBUS --------------- Nelson Obus Managing Member Date: March 8, 1999 WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD By: WYNNEFIELD CAPITAL, INC., as general partner By: /S/ NELSON OBUS --------------- Nelson Obus President -----END PRIVACY-ENHANCED MESSAGE-----