-----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, Bs8lidwefCB/YstACHxGthkk96ZQTtRUckdHi5Cv45YGf5RcFzd8UOTVXm7EJOqs i14Jfjtka6gMNL8d0GsV5A== 0000898431-02-000056.txt : 20020415 0000898431-02-000056.hdr.sgml : 20020415 ACCESSION NUMBER: 0000898431-02-000056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020318 GROUP MEMBERS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL STAINLESS & ALLOY PRODUCTS INC CENTRAL INDEX KEY: 0000931584 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 251724540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47210 FILM NUMBER: 02577852 BUSINESS ADDRESS: STREET 1: 600 MAYER ST CITY: BRIDGEVILLE STATE: PA ZIP: 15017 BUSINESS PHONE: 4122577600 MAIL ADDRESS: STREET 1: 600 MAYER ST CITY: BRIDGEVILLE STATE: PA ZIP: 15017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLWOOD GROUP INVESTMENT CORP CENTRAL INDEX KEY: 0001078448 IRS NUMBER: 510252828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 103 SPRINGER BUILDING STREET 2: 3411 SILVERSIDE ROAD CITY: WILMINGTON STATE: DE ZIP: 19810 BUSINESS PHONE: 7247523525 MAIL ADDRESS: STREET 1: 103 SPRINGER BUILDING STREET 2: 3411 SILVERSIDE ROAD CITY: WILMINGTON STATE: DE ZIP: 19810 FORMER COMPANY: FORMER CONFORMED NAME: ELLWOOD CITY FORGE INVESTMENT CORP DATE OF NAME CHANGE: 19990205 SC 13D/A 1 univ_stain-13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ----------------------------------------------------------------- (Title of Class of Securities) 913837100 ----------------------------------- (CUSIP Number) Larry L. Symons, Vice President and Treasurer Ellwood Group Investment Corp. 103 Springer Building 3411 Silverside Road Wilmington, DE 19810 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 6, 2002 ------------------------------------------------------- (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 [ ]. 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. Page 2 of 5 Pages SCHEDULE 13D (Amendment No. 10) CUSIP No. 913837100 1. NAME OF REPORTING PERSON Ellwood Group Investment Corp. ---------------------------------------- I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EIN No. 51-0252828 ------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable. This Amendment No. 10 to Schedule 13D relates to the sale by the Reporting Person of shares of Common Stock of the Issuer. ------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ---------------------------- NUMBER OF 7. SOLE VOTING POWER 529,500 SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 529,500 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 529,500 -------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.7% --------- 14. TYPE OF REPORTING PERSON CO -------- Page 3 of 5 Pages This Amendment No. 10 further amends and supplements the statement on Schedule 13D filed by Ellwood Group Investment Corp., a Delaware corporation (the "Reporting Person"), on February 5, 1999, as subsequently amended by Amendment No. 1 filed on March 4, 1999, Amendment No. 2 filed on April 12, 1999, Amendment No. 3 filed on May 21, 1999, Amendment No. 4 filed on July 28, 1999, Amendment No. 5 filed on August 13, 1999, Amendment No. 6 filed on August 20, 1999, Amendment No. 7 filed on August 27, 1999, Amendment No. 8 filed on October 5, 1999, and Amendment No. 9 filed on July 24, 2001 (together with all amendments thereto, the "Schedule 13D"), with respect to the Common Stock, par value $0.001 per share (the "Common Stock"), of Universal Stainless & Alloy Products, Inc., a Delaware corporation (the "Issuer"), to the extent of the matters set forth herein. Only changes from, and modifications and supplements to, the Schedule 13D are included in this Amendment No. 10. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Schedule 13D. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is amended to add the following: Since the filing of Amendment No. 9 to Schedule 13D on July 24, 2001, the Reporting Person has sold in the open market 192,000 shares of Common Stock of the Issuer at a price range of between $10.00 and $10.60 per share. As previously disclosed in Amendment No. 4 to Schedule 13D (filed on July 28, 1999) in response to Item 4 thereof, depending upon the Reporting Person's ongoing evaluation of the Issuer's business, operations, prospects, and future developments (as well as general market conditions), the Reporting Person may take further actions that the Reporting Person deems advisable. These further actions, if any, may include, without limitation, the Reporting Person disposing of additional shares of Common Stock presently owned by it or acquiring additional shares of Common Stock from time to time in the open market or through privately negotiated sales or purchases. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is amended as follows: (a)-(b) The Reporting Person directly owns 529,500 shares of Common Stock, constituting approximately 8.7% of the outstanding shares of the Common Stock of the Issuer (such percentage, which is rounded to the nearest tenth, is based upon the 6,073,405 shares of Common Stock of the Issuer outstanding as of November 9, 2001, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001). Page 4 of 5 Pages (c) The Reporting Person has sold a total of 140,000 shares of Common Stock within the past sixty (60) days as set forth below. All of the following sales were made in exchange for cash. Date of Sale Number of Shares Sold Total Sale Price ------------ --------------------- ---------------- March 18, 2002 10,000 $104,200 March 15, 2002 10,000 $104,000 March 14, 2002 61,500 $634,263 March 13, 2002 30,000 $300,750 March 7, 2002 1,500 $ 15,045 March 6, 2002 27,000 $271,080 [signature on next page] [remainder of page intentionally left blank] Page 5 of 5 Pages 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. ELLWOOD GROUP INVESTMENT CORP. By: /s/ LARRY L. SYMONS ------------------------------------ Larry L. Symons Vice President and Treasurer Dated: March 18, 2002 -----END PRIVACY-ENHANCED MESSAGE-----