-----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, A/pBZ///CALzIDPEMiz93HJ+dwbzpcpS7DN6sUt8n2kMRWmmVXjo1MjHx96W9tnH UDirvpYw3//jeyk0T/4ndA== 0000897069-96-000338.txt : 19961015 0000897069-96-000338.hdr.sgml : 19961015 ACCESSION NUMBER: 0000897069-96-000338 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961011 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASV INC /MN/ CENTRAL INDEX KEY: 0000926763 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 411459569 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46533 FILM NUMBER: 96642302 BUSINESS ADDRESS: STREET 1: P O BOX 5160 CITY: GRAND RAPIDS STATE: MN ZIP: 55744-5160 BUSINESS PHONE: 2183273434 MAIL ADDRESS: STREET 1: PO BOX 5160 CITY: GRAND RAPIDS STATE: MN ZIP: 55744-5160 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAHL JAMES H CENTRAL INDEX KEY: 0000933422 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 263085464 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1200 RIVERPLACE BOULEVARD SUITE 902 CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9043939020 MAIL ADDRESS: STREET 2: 1200 RIVERPLACE BLVD SUITE 902 CITY: JACKSONVILLE STATE: FL ZIP: 32207 SC 13D/A 1 OMB Approval OMB 3235-0145 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ASV, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 001963107 (CUSIP Number) James H. Dahl, 1200 Riverplace Blvd., Ste 920, Jacksonville, FL 32207, (904) 393-9020 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 8, 1996 (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 [ ]. Check the following box if a fee is being paid with the statement [ ] . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 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). 13D CUSIP NO. 001963107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James H. Dahl 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] N/A 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF, AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER NUMBER OF SHARES 283,206 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 283,206 WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 283,206 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This Amendment No. 2 to Schedule 13D relates to the purchase of a 6-1/2% Convertible Subordinated Debenture (the "Debenture") which is convertible into 60,606 shares of common stock (the Debenture together with the shares of common stock previously acquired by Mr. Dahl are referred to as the "Shares") of ASV, Inc. (the "Company"). The principal executive offices of the Company are located at 840 Lily Lane, Grand Rapids, Minnesota, 55744. Item 2. Identity and Background. (a) This amended Schedule 13D is being filed by James H. Dahl. (b) Mr. Dahl's business address is 1200 Riverplace Boulevard, Suite 902, Jacksonville, Florida 32207. (c) Mr. Dahl's present principal occupation is President of James Dahl & Company, Inc., a private investment firm. The business address of James Dahl & Company, Inc. is 1200 Riverplace Boulevard, Suite 902, Jacksonville, Florida 32207. (d) During the last five years, Mr. Dahl has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Dahl has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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) Mr. Dahl is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. Funds in the aggregate amount of $2,245,440 were used to purchase the 184,000 shares of common stock and common stock equivalents owned by Mr. Dahl as of July 30, 1996, the date of his initial Schedule 13D. Funds in the aggregate amount of $638,105 were used to purchase an additional 38,600 shares covered by Amendment No. 1 filed September 27, 1996. Funds in the amount of $1,000,000 were used to purchase the Debenture. The Shares were purchased by Mr. Dahl through various accounts over which Mr. Dahl may be deemed to have sole or shared voting and investment power, and by an investment partnership, Rock Creek Partners, Ltd., a Florida limited partnership, of which Mr. Dahl is the Managing General Partner (collectively, the "Accounts"). The sources of funds used to purchase the Shares were personal funds of Mr. Dahl and the investment partnership of which Mr. Dahl is the Managing General Partner. Item 4. Purpose of Transaction. The Shares have been acquired for, and are being held for, investment purposes. Mr. Dahl may cause the Accounts to acquire additional shares from time to time in the open market based on factors such as the Company's financial condition, results of operations and future prospects, the market value of the Company's common stock, other available investment opportunities, and general economic and market conditions. Depending on such factors, Mr. Dahl may determine at some time to cause the Accounts to dispose of all or a portion of the Shares. Mr. Dahl has no present plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Company or the disposition of securities of the Company, except as set forth above; (b) An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure; (g) Any changes in the Company's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a) and (b) Pursuant to Rule 13d-3, Mr. Dahl is deemed to be the beneficial owner of all 283,206 Shares which represent approximately 8.5% of the 3,351,512 shares of common stock reported by the Company to be outstanding as of June 30, 1996 (adjusted to give effect to 90,000 shares issuable upon exercise of outstanding warrants and 60,606 shares issuable upon conversion of the Debenture). Includes immediately exercisable warrants for the purchase of 90,000 shares of common stock and the Debenture which is immediately convertible into 60,606 shares of common stock. (c) The only transaction in the Company's common stock effected by Mr. Dahl since September 27, 1996, the date of Mr. Dahl's last amended Schedule 13D, was the purchase on October 8, 1996 of the Debenture in a private offering by the Company. The Debenture is convertible into 60,606 shares of common stock at a conversion price of $16.50 per share. (d) Any dividends on the Shares and the proceeds from the sale thereof will be paid to the Accounts, based on the relative number of shares owned by each. No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships (legal or otherwise) among Mr. Dahl and any other persons with respect to any securities of the Company, including but not limited to transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. None. 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. /s/ James H. Dahl James H. Dahl DATE: October 10, 1996 -----END PRIVACY-ENHANCED MESSAGE-----