UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
UNIVERSAL STAINLESS AND ALLOY PRODUCTS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
913837100
(CUSIP Number)
David L. Hefflinger
Alan S. Parsow McGrath, North, Mullin
General Partner & Kratz, P.C.
P. O. Box 818 1400 One Central Park Plaza
Elkhorn, NE 68022 Omaha, NE 68102
(402) 289-3217 with a copy to (402) 341-3070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 1999
(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[ ].
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.
CUSIP NO. 913837100 13D Page 2 of 5 Pages
1. Name of Reporting Person
SS or IRS Identification Number of Above Person
Parsow Partnership, Ltd., a Limited Partnership / 47-0541937
2. Check the Appropriate Box if a Member of a Group
/X/ (a) / / (b)
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
/ /
6. Citizenship or Place of Organization
Nebraska
7. Sole Voting Power
155,000 Shares
Number of
Shares 8. Shared Voting Power
Beneficially
Owned by 0
Reporting
Person 9. Sole Dispositive Power
With
155,000 Shares
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
155,000 Shares
12. Check Box if Aggregate Amount in Row 11 Excludes Certain Shares
/ /
13. Percent of Class Represented by Amount in Row 11
Approximately 2.55% of voting securities
14. Type of Reporting Person
PN
CUSIP NO. 913837100 13D Page 3 of 5 Pages
1. Name of Reporting Person
SS or IRS Identification Number of Above Person
Elkhorn Partners Limited Partnership / 47-0721875
2. Check the Appropriate Box if a Member of a Group
/X/ (a) / / (b)
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
/ /
6. Citizenship or Place of Organization
Nebraska
7. Sole Voting Power
163,700 Shares
Number of
Shares 8. Shared Voting Power
Beneficially
Owned by 0
Reporting
Person 9. Sole Dispositive Power
With
163,700 Shares
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
163,700 Shares
12. Check Box if Aggregate Amount in Row 11 Excludes Certain Shares
/ /
13. Percent of Class Represented by Amount in Row 11
Approximately 2.69% of voting securities
14. Type of Reporting Person
PN
CUSIP NO. 913837100 13D Page 4 of 5 Pages
ITEM 1. SECURITY AND ISSUER.
The securities to which this Schedule 13D relates are shares of common
stock of UNIVERSAL STAINLESS AND ALLOY PRODUCTS, INC. ("UNIVERSAL"), whose
principal executive offices are located at 600 Mayer Street, Bridgeville,
Pennsylvania 15017. Parsow Partnership, Ltd. and Elkhorn Partners Limited
Partnership (the "Partnerships") are the entities making this filing.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) This Statement is being filed by the Partnerships. The sole
general partner of both Partnerships is Alan S. Parsow, 2222 Skyline Drive,
Elkhorn, Nebraska 68022. The business of both Partnerships consists of the
buying and selling, for the account of the Partnership, of stocks, bonds and
other securities, commodities, property and investments. Mr. Parsow is a United
States citizen.
(d)-(e) Neither of the Partnerships nor Mr. Parsow has during the last five
years been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to 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 of such law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Partnerships have acquired UNIVERSAL common stock through open
market purchases. The purchase price was obtained from the Partnerships' working
capital and from margin account borrowings from brokers.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Partnerships have acquired the UNIVERSAL common shares as an
investment. The Partnerships intend to review on a continuing basis their
investments in the UNIVERSAL common stock, UNIVERSAL's business affairs and
financial condition, as well as conditions in the securities markets and general
economic and industry conditions. The Partnerships may purchase additional
UNIVERSAL common shares either in the open market, in privately-negotiated
transactions, or otherwise. Additionally, the Partnerships may dispose of the
UNIVERSAL common stock they presently own or hereafter acquire either in the
open market, in privately negotiated transactions, or otherwise.
CUSIP NO. 913837100 13D Page 5 of 5 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(b) As of December 17, 1999, Parsow Partnership, Ltd. owns 155,000
shares of UNIVERSAL common stock and Elkhorn Partners Limited Partnership owns
163,700 shares of UNIVERSAL common stock. The UNIVERSAL Form 10-Q for the
quarter ended September 30, 1999 reported that there were outstanding 6,086,554
shares of UNIVERSAL common stock as of November 5, 1999. Based on this number,
Parsow Partnership, Ltd. owns approximately 2.55% of the UNIVERSAL common stock
and Elkhorn Partners Limited Partnership owns approximately 2.69% of the
UNIVERSAL common stock.
(c) During the past 60 days, Parsow Partnership, Ltd. purchased 22,000
shares of UNIVERSAL common stock, in open market transactions, at prices ranging
from $4.03 to $4.79 per share, and Elkhorn Partners Limited Partnership
purchased 47,500 shares of UNIVERSAL common stock in open market transactions at
prices ranging from $3.78 to $4.42 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Neither of the Partnerships nor Mr. Parsow has any contract,
arrangement, understanding or relationship with any other person with respect to
any securities of UNIVERSAL including the transfer or voting of any of the
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.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
DATED: December 17, 1999
Elkhorn Partners Parsow Partnership, Ltd.,
Limited Partnership A Limited Partnership
By /s/ Alan S. Parsow By /s/ Alan S. Parsow
------------------------------ -------------------------------
Alan S. Parsow Alan S. Parsow
General Partner General Partner