-----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, Uk5G7XPYJhKZsmVz5rr1WSntnWQ5OYslPq7oPXhu3Fen983toKOntJD8tygCb7ii hzStQXAHXWXuqdL5DJVYXQ== 0000902664-08-001297.txt : 20080214 0000902664-08-001297.hdr.sgml : 20080214 20080214150411 ACCESSION NUMBER: 0000902664-08-001297 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTROGLAS INC CENTRAL INDEX KEY: 0000902281 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 770336101 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43215 FILM NUMBER: 08614010 BUSINESS ADDRESS: STREET 1: 5729 FONTANOSO WAY CITY: SAN JOSE STATE: CA ZIP: 95138 BUSINESS PHONE: 408-528-3000 MAIL ADDRESS: STREET 1: 5729 FONTANOSO WAY CITY: SAN JOSE STATE: CA ZIP: 95138 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fairfield Greenwich Advisors LLC CENTRAL INDEX KEY: 0001326850 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 919 3RD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-319-6060 MAIL ADDRESS: STREET 1: 919 3RD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 p08-0647sc13ga.txt ELECTROGLAS, INC. SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G/A* (Rule 13d-102) AMENDMENT NO. 3 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) Electroglas, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 285324109 (CUSIP Number) December 31, 2007 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) (Page 1 of 8 Pages) - ---------------- *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 purposes 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. 285324109 13G/A Page 2 of 8 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Windward Capital, 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 British Virgin Islands - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 296,591 OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 296,591 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,591 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.12% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 285324109 13G/A Page 3 of 8 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Fairfield Greenwich Advisors, LLC - ----------------------------------------------------------------------------- (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 OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 296,591 OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 296,591 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,591 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.12% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** CO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 285324109 13G/A Page 4 of 8 Pages Item 1(a). Name of Issuer: The name of the issuer is Electroglas, Inc. (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices: The Company's principal executive offices are located at 5729 Fontanosa Way, San Jose, CA 95138 Item 2(a). Name of Person Filing: This statement is filed by: (i) Windward Capital, L.P. ("Windward"), a British Virgin Islands partnership, with respect to the shares of Common Stock directly owned by it. (ii) Fairfield Greenwich Advisors, LLC ("FGA"), a limited liability company organized under the laws of Delaware, with respect to the shares of Common Stock directly owned by Windward. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. FGA disclaims beneficial ownership over the shares of Common Stock (defined below) reported herein except to the extent of its pecuniary interest therein. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the registered office of Windward is Codan Trust Company (B.V.I.) Ltd., Romasco Place, Wickhams Cay 1, PO Box 3140, Road Town, Tortola, British Virgin Islands VG1110. The address of the business office of FGA is 55 East 52nd Street, 33rd Floor, New York, NY 10055. Item 2(c). Citizenship: Windward is partnership organized under the laws of the British Virgin Islands. FGA is a company incorporated under the laws of Delaware. Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value (the "Common Stock"). Item 2(e). CUSIP Number: 285324109 CUSIP No. 285324109 13G/A Page 5 of 8 Pages Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E), (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to 13d-1(c), check this box: [x] Item 4. Ownership. A. Windward Capital, L.P. (a) Amount beneficially owned: 296,591 (b) Percent of class: 1.12%. The percentages used herein and in the rest of Item 4 are calculated based upon the 26,503,000 shares of Common Stock issued and outstanding as of October 19, 2007. (c)(i) Sole power to vote or direct the vote: 296,591 (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or direct the disposition: 296,591 (iv) Shared power to dispose or direct the disposition: -0- B. Fairfield Greenwich Advisors, LLC (a) Amount beneficially owned: 296,591 (b) Percent of class: 1.12%. (c)(i) Sole power to vote or direct the vote: 296,591 (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or direct the disposition: 296,591 (iv) Shared power to dispose or direct the disposition: -0- CUSIP No. 285324109 13G/A Page 6 of 8 Pages 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 [x]. 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. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. The Reporting Persons hereby makes the following certification: 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. CUSIP No. 285324109 13G/A Page 7 of 8 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 14, 2008 Windward Capital, L.P BY: Fairfield Greenwich Advisors, LLC General Partner /s/Mark Mckeefry --------------------------- General Counsel Fairfield Greenwich Advisors, LLC /s/Mark Mckeefry --------------------------- General Counsel CUSIP No. 285324109 13G/A Page 8 of 8 Pages EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate. Dated as of February 14, 2008 Windward Capital, L.P BY: Fairfield Greenwich Advisors, LLC General Partner /s/Mark Mckeefry --------------------------- General Counsel Fairfield Greenwich Advisors, LLC /s/Mark Mckeefry --------------------------- General Counsel -----END PRIVACY-ENHANCED MESSAGE-----