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-----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, VVBM6aBP/jLmZ/5nUVZWfPFmIbWhvOU7m/N6w4Zry8v5rbyquZzEIh1l1wfwCh2L sDs0TdjZj8xKeD23ZOc20w== 0000897423-06-000035.txt : 20060214 0000897423-06-000035.hdr.sgml : 20060214 20060213174658 ACCESSION NUMBER: 0000897423-06-000035 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060213 GROUP MEMBERS: WESLEY GUYLAY CAPITAL MANAGEMENT III, L.P. GROUP MEMBERS: WESLEY GUYLAY CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: WESLEY RICHARD GUYLAY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROANOKE ELECTRIC STEEL CORP CENTRAL INDEX KEY: 0000084278 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 540585263 STATE OF INCORPORATION: VA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18025 FILM NUMBER: 06605352 BUSINESS ADDRESS: STREET 1: 102 WESTSIDE BLVD N W STREET 2: P O BOX 13948 CITY: ROANOKE STATE: VA ZIP: 24038-3948 BUSINESS PHONE: 5403421831 MAIL ADDRESS: STREET 1: P.O. BOX 13948 CITY: ROANOKE STATE: VA ZIP: 24038-3948 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESLEY GUYLAY CAPITAL MANAGEMENT L P CENTRAL INDEX KEY: 0001056908 IRS NUMBER: 751781573 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: SUITE 2830 CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2122185060 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: SUITE 2830 CITY: NEW YORK STATE: NY ZIP: 10112 SC 13G/A 1 roanoke.htm <SUBMISSION>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Roanoke Electric Steel Corporation
(Name of Issuer)

Common Stock, No Par Value
(Title of Class of Securities)

769841107
(CUSIP Number)

December 31, 2005
(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)
/ X /  Rule 13d-1(c)
/   /  Rule 13d-1(d)

*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).

**The total number of shares reported herein is 81,000 shares, which constitutes approximately 0.7% of the total number of shares outstanding.  All ownership percentages set forth herein assume that there are 11,145,813 shares outstanding.

CUSIP No. 769841107

1.     Name of Reporting Person:

        Wesley Guylay Capital Management, L.P.

2.     Check the Appropriate Box if a Member of a Group:

         (a) /  /

         (b) /X/

3.     SEC Use Only

4.     Citizenship or Place of Organization: Texas

                5.     Sole Voting Power: 68,100 (1)
Number of
Shares
Beneficially    6.     Shared Voting Power: -0-
Owned By
Each
Reporting       7.     Sole Dispositive Power: 68,100 (1)
Person
With
                8.     Shared Dispositive Power: -0-

9.     Aggregate Amount Beneficially Owned by Each Reporting Person:

         68,100

10.     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

           / /

11.     Percent of Class Represented by Amount in Row (9):  0.6%

12.     Type of Reporting Person: PN

- --------------
(1)     Power is exercised by its general partner, Wesley Richard Guylay.

CUSIP No. 769841107

1.     Name of Reporting Person:

        Wesley Guylay Capital Management III, L.P.

2.     Check the Appropriate Box if a Member of a Group:

         (a) /  /

         (b) /X/

3.     SEC Use Only

4.     Citizenship or Place of Organization: Texas
                5.     Sole Voting Power: -0-
Number of
Shares
Beneficially    6.     Shared Voting Power: -0-
Owned By
Each
Reporting       7.     Sole Dispositive Power: -0-
Person
With
                8.     Shared Dispositive Power: -0-

9.     Aggregate Amount Beneficially Owned by Each Reporting Person:

         -0-

10.     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

           / /

11.     Percent of Class Represented by Amount in Row (9):  0.0%

12.     Type of Reporting Person: PN

CUSIP No. 769841107

1.     Name of Reporting Person:

        Wesley Richard Guylay

2.     Check the Appropriate Box if a Member of a Group:

         (a) /  /

         (b) /X/

3.     SEC Use Only

4.     Citizenship or Place of Organization: United States
                5.     Sole Voting Power: 81,000 (1)
Number of
Shares
Beneficially    6.     Shared Voting Power: -0-
Owned By
Each
Reporting       7.     Sole Dispositive Power: 81,000 (1)
Person
With
                8.     Shared Dispositive Power: -0-

9.     Aggregate Amount Beneficially Owned by Each Reporting Person:

         81,000 (1)

10.     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

           / /

11.     Percent of Class Represented by Amount in Row (9):  0.7%

12.     Type of Reporting Person: IN
- --------------
(1)     In his capacity as general partner of Wesley Guylay Capital Management, L.P. with respect to 68,100 shares of the Stock.

Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13G Statement dated June 30, 2000, as amended by Amendment No. 1 dated February 13, 2001, as amended by Amendment No. 2 dated February 14, 2002, as amended by Amendment No. 3 dated February 11, 2003, as amended by Amendment No. 4 dated February 11, 2005 (the "Schedule 13G"), relating to the Common Stock, no par value (the "Stock"), of Roanoke Electric Steel Corporation (the "Issuer").  Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13G.

Item 4.     Ownership.

Item 4 is hereby amended and restated in its entirety as follows:

(a) - (b)

Reporting Persons

WGCM

The aggregate number of shares of the Stock that WGCM owns beneficially, pursuant to Rule 13d-3 of the Act, is 68,100, which constitutes approximately 0.6% of the outstanding shares of the Stock.

WGCM III

WGCM III is not the beneficial owner of any shares of the Stock.

WRG

Because of his position as general partner of WGCM, and because of his individual ownership of shares, WRG may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 81,000 shares of the Stock, which constitutes approximately 0.7% of the outstanding shares of the Stock.

(c)

Reporting Persons

WGCM

Acting through its general partner, WGCM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of an aggregate of 68,100 shares of the Stock.

WGCM III

WGCM III has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock.

WRG

As the general partner of WGCM, and through his individual ownership of shares, WRG has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 81,000 shares of the Stock.

Item 5.     Ownership of Five Percent or Less of a Class.

Item 5 is hereby amended and restated in its entirety as follows:

The Reporting Persons have ceased to be the beneficial owner of five percent or more of the outstanding shares of the Stock.

Item 10.     Certification.

Item 10 is hereby restated in its entirety as follows:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

DATED: February 13, 2006

By: /s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:

WESLEY GUYLAY CAPITAL MANAGEMENT, L.P. (1)
WESLEY GUYLAY CAPITAL MANAGEMENT III, L.P. (2)
WESLEY RICHARD GUYLAY (3)

(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Wesley Guylay Capital Management, L.P. previously has been filed with the Securities and Exchange Commission.

(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Wesley Guylay Capital Management III, L.P. previously has been filed with the Securities and Exchange Commission.

(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Wesley Richard Guylay previously has been filed with the Securities and Exchange Commission.

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