-----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, Ms5JLWqSCKyzaV3l6vDsYmYxvotC8NcJO0HpJslzLVSbjgvSIggnL2rY8w6cNb5F peWAEmJ53bn/QESkdxC5Qw== 0001005477-05-003265.txt : 20050920 0001005477-05-003265.hdr.sgml : 20050920 20050920170402 ACCESSION NUMBER: 0001005477-05-003265 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050523 FILED AS OF DATE: 20050920 DATE AS OF CHANGE: 20050920 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LAYNE CHRISTENSEN CO CENTRAL INDEX KEY: 0000888504 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 480920712 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 1900 SHAWNEE MISSION PKWY CITY: MISSION WOODS STATE: KS ZIP: 66205-2001 BUSINESS PHONE: 9133620510 MAIL ADDRESS: STREET 1: 1900 SHAWNEE MISSION PKWY CITY: MISSION WOODS STATE: KS ZIP: 66205-2001 FORMER COMPANY: FORMER CONFORMED NAME: LAYNE INC DATE OF NAME CHANGE: 19930328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OBUS NELSON CENTRAL INDEX KEY: 0001017043 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20578 FILM NUMBER: 051094037 BUSINESS ADDRESS: STREET 1: WYNNEFIELD CAPITAL INC STREET 2: 450 SEVENTH AVE STE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 2127600814 4/A 1 edgar123.xml AMENDMENT TO FORM 4 X0202 4/A 2005-05-23 2005-09-14 0 0000888504 LAYNE CHRISTENSEN CO LAYN 0001017043 OBUS NELSON 450 SEVENTH AVE NEW YORK NY 10123 1 0 0 0 Common Stock, $0.01 par value per share 2005-05-23 4 J 0 50000 15.02 D 319406 I By Wynnefield Partners Small Cap Value, L.P. I Common Stock, $0.01 par value per share 2005-05-23 4 J 0 43700 15.02 D 264958 I By Wynnefield Partners Small Cap Value, L.P. Common Stock, $0.01 par value per share 2005-05-23 4 J 0 93700 15.02 A 272700 I By Wynnefield Small Cap Value Offshore Fund, Ltd. Common Stock, $0.01 par value per share 2005-09-12 4 S 0 34300 25.7452 D 230658 I By Wynnefield Partners Small Cap Value, L.P. Common Stock, $0.01 par value per share 280 I By Channel Partnership II, L.P. Common Stock, $0.01 par value per share 10000 I By Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan This amendment to the Form 4 previously filed by the Reporting Person is being filed to correct the description of the transactions that occurred on May 23, 2005. On May 23, 2005, Wynnefield Small Cap Value Offshore Fund, Ltd., a Cayman Islands company (the "Fund"), over which Mr. Obus has shared power to vote and dispose of the reported securities owned by the Fund, acquired the reported securities at the same price and in the same aggregate quantity that other affiliates of Mr. Obus disposed of the reported securities, which represented a mere transfer between Mr. Obus' affiliates and was a reallocation of the reported securities among such affiliates of Mr. Obus, and therefore was not a purchase or sale, as applicable, of the reported securities for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended. Reflects the number of securities beneficially owned by the Reporting Person after giving effect to the transactions reported herein regarding the reported securities and held by Wynnefield Partners Small Cap Value, L.P. I, a Delaware limited partnership ("Partners I"), an affiliate of Mr. Obus. The reported securities are owned by Partners I. Wynnefield Capital Management, LLC, a New York limited liability company ("Capital LLC"), is the sole general partner of Partners I. Mr. Obus is a co-managing member of Capital LLC, and by virtue of his positions with Capital LLC and Partners I, Mr. Obus has the shared power to vote and dispose of the reported securities owned by Partners I. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Reflects the number of securities beneficially owned by the Reporting Person after giving effect to the transactions reported herein regarding the reported securities and held by Wynnefield Partners Small Cap Value, L.P., a Delaware limited partnership ("Partners L.P."), an affiliate of Mr. Obus. The reported securities are owned by Partners L.P. Capital LLC is the sole general partner of Partners L.P. Mr. Obus is a co-managing member of Capital LLC, and by virtue of his positions with Capital LLC and Partners L.P., Mr. Obus has the shared power to vote and dispose of the reported securities owned by Partners L.P. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Reflects the number of securities beneficially owned by the Reporting Person after giving effect to the transactions reported herein regarding the reported securities and held by the Fund, an affiliate of Mr. Obus. The reported securities are owned by the Fund. Wynnefield Capital, Inc., a Delaware corporation ("Capital Inc."), is the sole investment manager of the Fund. Mr. Obus is a co-principal executive officer of Capital Inc., and by virtue of his positions with Capital Inc. and the Fund, Mr. Obus has the shared power to vote and dispose of the reported securities owned by the Fund. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The reported securities are owned by Channel Partnership II, L.P., a New York limited partnership ("Channel"). Mr. Obus is the general partner of Channel, and by virtue of his position with Channel, Mr. Obus has the power to vote and dispose of the reported securities owned by Channel. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The reported securities are owned by Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan (the "Plan"). Mr. Obus has the authority to direct the voting and the disposition of the reported securities owned by the Plan. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. /s/ Nelson Obus 2005-09-20 -----END PRIVACY-ENHANCED MESSAGE-----