UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Universal Stainless & Alloy Products, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
913837100
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(CUSIP Number)
April 29, 2002
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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).
Page 1 of 10 Pages
CUSIP No. 913837100 Page 2 of 10 pages
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1 NAMES OF REPORTING PERSONS...........The Pabrai Investment Fund 2, L.P.*
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION....................... Illinois
5 SOLE VOTING POWER
191,520 (See Items 4 and 8)
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 297,794 (See Items 4 and 8)
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 191,520 (See Items 4 and 8)
PERSON
WITH 8 SHARED DISPOSITIVE POWER
297,794 (See Items 4 and 8)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON.......................297,794 (See Items 4 and 8)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) See Item 4
EXCLUDES CERTAIN SHARES [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)............... 4.7%
12 TYPE OF REPORTING PERSON........................................ PN
* The Pabrai Investment Fund I, L.P., an Illinois limited partnership
("Fund I"), has been merged with and into The Pabrai Investment Fund 2, L.P.
("Fund II"), including a transfer of all shares of Common Stock previously held
by Fund I to Fund II.
CUSIP No. 913837100 Page 3 of 10 pages
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1 NAMES OF REPORTING PERSONS..........Leeds Pabrai Investment Fund I, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION....................... Illinois
5 SOLE VOTING POWER
26,000
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 297,794 (See Items 4 and 8)
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 26,000
PERSON
WITH 8 SHARED DISPOSITIVE POWER
297,794 (See Items 4 and 8)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON.......................297,794 (See Items 4 and 8)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) See Item 4
EXCLUDES CERTAIN SHARES [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)............... 4.7%
12 TYPE OF REPORTING PERSON........................................ PN
CUSIP No. 913837100 Page 4 of 10 pages
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1 NAMES OF REPORTING PERSONS............... Pabrai Investment Fund 3, Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION............. British Virgin Islands
5 SOLE VOTING POWER
31,000
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 297,794 (See Items 4 and 8)
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 31,000
PERSON
WITH 8 SHARED DISPOSITIVE POWER
297,794 (See Items 4 and 8)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON.......................297,794 (See Items 4 and 8)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) See Item 4
EXCLUDES CERTAIN SHARES [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)............... 4.7%
12 TYPE OF REPORTING PERSON........................................ CO
CUSIP No. 913837100 Page 5 of 10 pages
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1 NAMES OF REPORTING PERSONS..............Mohnish Pabrai & Harina Kapoor**
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION....... United States and India*
5 SOLE VOTING POWER
48,136
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 297,794 (See Items 4 and 8)
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 48,136
PERSON
WITH 8 SHARED DISPOSITIVE POWER
297,794 (See Items 4 and 8)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON.......................297,794 (See Items 4 and 8)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) See Item 4
EXCLUDES CERTAIN SHARES [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)............... 4.7%
12 TYPE OF REPORTING PERSON........................................ OO*
** Mohnish Pabrai (a United States citizen) and Harina Kapoor (a United
States citizen) own shares pursuant to a joint tenancy with rights of
survivorship.
CUSIP No. 913837100 Page 6 of 10 pages
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1 NAMES OF REPORTING PERSONS............................Mohnish Pabrai***
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION..................... United States
5 SOLE VOTING POWER
1,138
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 297,794 (See Items 4 and 8)
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,138
PERSON
WITH 8 SHARED DISPOSITIVE POWER
297,794 (See Items 4 and 8)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON.......................297,794 (See Items 4 and 8)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) See Item 4
EXCLUDES CERTAIN SHARES [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)............... 4.7%
12 TYPE OF REPORTING PERSON........................................ IN*
*** Mohnish Pabrai beneficially owns 726 shares which are held of record by
IRA FBO Mohnish Pabrai and 412 shares which are held of record by SEP-IRA FBO
Mohnish Pabrai (IRA accounts for his benefit over which he has sole voting and
dispositive power).
CUSIP No. 913837100 Page 7 of 10 pages
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EXPLANATORY NOTE
Item 1.
(a) Name of Issuer: Universal Stainless & Alloy Products, Inc.
(b) Address of Issuer's Principal Executive Offices:
600 Mayer Street
Bridgeville, Pennsylvania 15017
Item 2.
(a) Name of Person Filing:
This Schedule 13G is filed on behalf of The Pabrai Investment Fund 2, L.P. and
Leeds Pabrai Investment Fund I, L.P., each of the foregoing an Illinois limited
partnership (the "LP Funds"), Pabrai Investment Fund 3, Ltd., a British Virgin
Islands corporation, Mohnish Pabrai & Harina Kapoor, as joint tenants with
rights of survivorship, and Mohnish Pabrai (collectively, the "Reporting
Persons"), pursuant to a Joint Reporting Agreement dated February 11, 2003,
which is being filed as Exhibit A to this Schedule 13G/A. The General Partner of
each of the LP Funds is Dalal Street, Inc., an Illinois corporation, whose sole
shareholder and Chief Executive Officer is Mohnish Pabrai. Dalal Street, Inc. is
also the sole Investment Manager of Pabrai Investment Fund 3, Ltd. Mohnish
Pabrai is also a shareholder and the President of Pabrai Investment Fund 3, Ltd.
(b) Address of Principal Business Office or, if none, Residence: The address for
each of the Reporting Persons is:
1350 Busch Parkway
Buffalo Grove, IL 60089-4505
(c) Citizenship:
Each of the LP Funds is an Illinois limited partnership. Pabrai Investment Fund
3, Ltd. is a British Virgin Islands corporation. Mohnish Pabrai is a United
States citizen and his wife, Harina Kapoor, is also a United States citizen.
(d) Title of Class of Securities: Common Stock, par value $.001 per share.
(e) CUSIP Number: 913837100
Item 3.
Not applicable.
CUSIP No. 913837100 Page 8 of 10 pages
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Item 4. Ownership
(a) and (b).
This Schedule 13G shall not be construed as an admission that any Reporting
Person is, either for purposes of Section 13(d) or 13(g) of the Exchange Act of
1934, as amended (the "Act") or for other purposes, is the beneficial owner of
any securities covered by this statement. By virtue of the relationships between
and among (i) Dalal Street, Inc. in its capacity as the General Partner and
Investment Manager of the LP Funds and Pabrai Investment Fund 3, Ltd.,
respectively, (ii) Mohnish Pabrai, in his capacity as sole shareholder and Chief
Executive Officer of Dalal Street, Inc. and (iii) the other Reporting Persons,
as further described in Item 2(a), each of the Reporting Persons may be deemed
to be the beneficial owner of all or a portion of the shares of Common Stock
held by the other Reporting Persons. Because of the relationships described in
Item 2(a), the Reporting Persons may be deemed to constitute a "group" within
the meaning of Rule 13d-5 under the Act, and as such, each member of the group
would be deemed to beneficially own, in the aggregate, all the shares of Common
Stock held by members of the group. The Reporting Persons disclaim membership in
a group and disclaim beneficial ownership of any of the shares of Common Stock
except as follows.
Common Stock
Reporting Person Beneficially Owned % of Class (++)
---------------- ------------------ ---------------
The Pabrai Investment Fund 2, L.P. 191,520 3.0%
Pabrai Investment Fund 3, Ltd. 31,000 0.5%
Leeds Pabrai Investment Fund I, L.P. 26,000 0.4%
Mohnish Pabrai & Harina Kapoor,
as joint tenants with rights 48,136 0.8%
of survivorship
Mohnish Pabrai 1138 Less than 0.1%
++ All percentages in this table are based on the 6,280,536 shares of Common
Stock of Universal Stainless & Alloy Products, Inc. issued and outstanding as of
November 14, 2002, as reported in the Form 10-Q for the quarterly period ended
September 30, 2002 filed by Universal Stainless & Alloy Products, Inc. with the
Securities and Exchange Commission on November 14, 2002.
(c) Dalal Street, Inc. and Mohnish Pabrai, in his capacity as Chief Executive
Officer of Dalal Street, Inc., have the sole power to vote or to direct the vote
and the sole power to dispose or to direct the disposition of the shares of
Common Stock set forth opposite the name of each of the LP Funds and Pabrai
Investment Fund 3, Ltd. in the table above. Dalal Street, Inc. and Mohnish
Pabrai disclaim beneficial ownership of any such shares of Common Stock except
to the extent of their pecuniary interest therein, if any.
CUSIP No. 913837100 Page 9 of 10 pages
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Mohnish Pabrai and Harina Kapoor share the power to vote or to direct the vote
and the power to dispose or to direct the disposition of the shares of Common
Stock set forth opposite their names in the table above. Mohnish Pabrai has the
sole power to vote or direct the vote and the power to dispose or to direct the
disposition of the shares of Common Stock set forth opposite his name in the
table above.
Item 5. Ownership of Five Percent or Less of a Class
The Reporting Persons have ceased to be the beneficial owner of
more than five percent of the Common Stock of the Issuer.
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
This Schedule 13G is being filed jointly pursuant to Rule
13d-1(k). As a result of the relationships among the Reporting Persons described
herein, some or all of the Reporting Persons may be deemed to comprise a "group"
within the meaning of Section 13 of the Act and the Rules promulgated
thereunder. However, the Reporting Persons deny such group status.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. 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. 913837100 Page 10 of 10 pages
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SIGNATURES
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.
Dated: February 11, 2003
THE PABRAI INVESTMENT FUND 2, L.P.
By: Dalal Street, Inc., Its General Partner
By: /s/ Mohnish Pabrai
Mohnish Pabrai, Chief Executive Officer
LEEDS PABRAI INVESTMENT FUND I, L.P.
By: Dalal Street, Inc., Its General Partner
By: /s/ Mohnish Pabrai
Mohnish Pabrai, Chief Executive Officer
PABRAI INVESTMENT FUND 3, LTD.
By: /s/ Mohnish Pabrai
Mohnish Pabrai, President
MOHNISH PABRAI AND HARINA KAPOOR, as Joint Tenants
/s/ Mohnish Pabrai
Mohnish Pabrai
/s/ Harina Kapoor
Harina Kapoor
/s/ Mohnish Pabrai
Mohnish Pabrai
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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EXHIBIT A JOINT REPORTING AGREEMENT
EXHIBIT A
JOINT REPORTING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed on or about this date with respect to the beneficial ownership of the
undersigned of shares of Common Stock of Universal Stainless & Alloy Products,
Inc. is being filed on behalf of each of the parties named below.
Dated: February 11, 2003
THE PABRAI INVESTMENT FUND 2, L.P.
By: Dalal Street, Inc., Its General Partner
By: /s/ Mohnish Pabrai
Mohnish Pabrai, Chief Executive Officer
LEEDS PABRAI INVESTMENT FUND I, L.P.
By: Dalal Street, Inc., Its General Partner
By: /s/ Mohnish Pabrai
Mohnish Pabrai, Chief Executive Officer
PABRAI INVESTMENT FUND 3, LTD.
By: /s/ Mohnish Pabrai
Mohnish Pabrai, President
MOHNISH PABRAI AND HARINA KAPOOR, as Joint Tenants
/s/ Mohnish Pabrai
Mohnish Pabrai
/s/ Harina Kapoor
Harina Kapoor
/s/ Mohnish Pabrai
Mohnish Pabrai