UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
U S Liquids Inc.
----------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
902974104
---------
(CUSIP Number of Class of Securities)
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus
--------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Shahe Sinanian, Esq.
Greenberg Traurig, LLP
200 Park Avenue
New York, New York 10166
(212) 801-9200
December 19, 2003
-----------------
(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 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
[ ]
(continued on following pages)
(Page 1 of 12 Pages)
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CUSIP No. 902974104 13D Page 2 of 12 Pages
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1. NAME OF REPORTING PERSON:
Wynnefield Partners Small Cap Value, L.P.
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: 13-3688497
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC (SEE ITEM 3)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7. SOLE VOTING POWER
SHARES 390,000 shares (See Item 5)
---------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0- (See Item 5)
---------------------------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 390,000 shares (See Item 5)
---------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
-0- (See Item 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,000 shares (See Item 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4% (See Item 5)
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14. TYPE OF REPORTING PERSON
PN
(Page 2 of 12 Pages)
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CUSIP No. 902974104 13D Page 3 of 12 Pages
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1. NAME OF REPORTING PERSON:
Wynnefield Small Cap Value Offshore Fund, Ltd.
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: Not Applicable
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) |X|
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC (SEE ITEM 3)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF 7. SOLE VOTING POWER
SHARES 419,500 shares (See Item 5)
---------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0- (See Item 5)
---------------------------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 419,500 shares (See Item 5)
---------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
-0- (See Item 5)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
419,500 shares (See Item 5)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% (See Item 5)
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14. TYPE OF REPORTING PERSON
CO
(Page 3 of 12 Pages)
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CUSIP No. 902974104 13D Page 4 of 12 Pages
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1. NAME OF REPORTING PERSON:
Wynnefield Partners Small Cap Value, L.P. I
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: 13-3953291
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC (SEE ITEM 3)
--------------------------------------------------------------------------------
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
SHARES 390,500 shares (See Item 5)
---------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0- (See Item 5)
---------------------------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 390,500 shares (See Item 5)
---------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
-0- (See Item 5)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,500 shares (See Item 5)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4% (See Item 5)
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14. TYPE OF REPORTING PERSON
PN
(Page 4 of 12 Pages)
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CUSIP No. 902974104 13D Page 5 of 12 Pages
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1. NAME OF REPORTING PERSON:
Wynnefield Capital Management LLC
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: 13-4018186
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF (SEE ITEM 3)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7. SOLE VOTING POWER
SHARES 419,500 shares (See Item 5)
---------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0- (See Item 5)
---------------------------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 419,500 shares (See Item 5)
---------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
-0- (See Item 5)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
419,500 shares (See Item 5)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% (See Item 5)
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14. TYPE OF REPORTING PERSON
OO (Limited Liability Company
(Page 5 of 12 Pages)
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CUSIP No. 902974104 13D Page 6 of 12 Pages
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1. NAME OF REPORTING PERSON:
Wynnefield Capital, Inc.
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON: N/A
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF (SEE ITEM 3)
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
--------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 780,500 shares (See Item 5)
---------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0- (See Item 5)
---------------------------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 780,500 shares (See Item 5)
---------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
-0- (See Item 5)
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,500 shares (See Item 5)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8% (See Item 5)
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14. TYPE OF REPORTING PERSON
CO
(Page 6 of 12 Pages)
ITEM 1. SECURITY AND ISSUER.
This Statement of Beneficial Ownership on Schedule 13D ("Schedule 13D")
relates to shares of common stock, par value $0.01 per share (the "Common
Stock"), of U S Liquids Inc., (the "Issuer"). The principal executive offices of
the Issuer are located at 411 N. Sam Houston Parkway East, Suite 400, Houston,
Texas 77060-3545.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Schedule 13D is being filed by Wynnefiled
Partners Small Cap Value, L.P. (the "Partnership"), Wynnefield Small Cap Value
Offshore Fund, Ltd. (the "Fund"), Wynnefield Partners Small Cap Value, L.P. I
(the "Partnership-I"), Wynnefield Capital Management, LLC ("WCM") and Wynnefield
Capital, Inc. ("WCI"), which are each separate and distinct entities with
different beneficial owners (whether designated as limited partners or
stockholders).
WCM, a New York limited liability company, is the general partner of
the Partnership and Partnership-I, private investment companies organized as
limited partnerships under the laws of the State of Delaware. Mr. Obus and
Joshua Landes are co-managing members of WCM and the principal executive
officers of WCI, the investment manager of the Fund, a private investment
company organized under the laws of the Cayman Islands. Mr. Obus and Mr. Landes
are citizens of the United States of America.
The business address of Mr. Obus, Mr. Landes and each of the entities
in the Wynnefield Group is 450 Seventh Avenue, Suite 509, New York, New York
10123.
(d) and (e). During the last five years, neither Mr. Obus, Mr. Landes,
nor any of the entities comprising the Wynnefield Group has been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) 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 with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Each of the Wynnefield Group entities made their most recent purchases
of shares of Common Stock, separately from each other, for the consideration
shown in the following table:
Number of Consideration
Name Date of Purchase Shares Paid
---- ---------------- --------- -------------
Partnership* January 8, 2004 14,600 $438
Partnership-I* January 8, 2004 15,100 $453
Fund** January 8, 2004 10,900 $327
* WCM has an indirect beneficial ownership interest in these shares of Common
Stock.
** WCI has an indirect beneficial ownership interest in these shares of Common
Stock.
Such shares of Common Stock were paid for from the working capital of
each entity in the Wynnefield Group who directly beneficially owns Common Stock.
Each entity in the Wynnefield Group maintains a
(Page 7 of 12 Pages)
separate investment fund, consisting of capital contributions from their
respective partners and investors and capital appreciation derived therefrom for
the principal purpose of buying and selling securities (including financial and
money market instruments) and interests in domestic and foreign securities,
including, without limitation, convertible securities, stock index futures
contracts, options, puts and calls on stock and warrants.
ITEM 4. PURPOSES OF TRANSACTION.
The members of the Wynnefield Group acquired the shares of Common Stock
reported in Item 5 below for investment purposes. The Wynnefield Group intends
to recommend to the Issuer's management, various strategies for maximizing
shareholders' value. Additionally, in the event the Issuer becomes the subject
of a bankruptcy proceeding, the Wynnefield Group, as equity holders of the
Issuer, intends to take appropriate action to ensure that equity holders receive
the highest available value for their common stock, including, without
limitation, forming or participating as a member of an equity committee.
The Wynnefield Group reserves the right to change its plans and
intentions at any time as it deems appropriate. In particular, the Wynnefield
Group may purchase shares of Common Stock, or may sell or otherwise dispose of
all or a portion of the shares of Common Stock, in public and private
transactions and/or may enter into negotiated derivative transactions to hedge
the market risk of some or all positions in, or to obtain greater exposure to,
the shares of the Common Stock. Any such transactions may be effected at any
time or from time to time, subject to any applicable limitations imposed on the
sale of shares of the Common Stock by the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
applicable state securities or "blue sky" laws.
Except as set forth above, no member of the Wynnefield Group has any
present plans or intentions that would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) - (c) As of January 8, 2004, the Wynnefield Group beneficially owned in the
aggregate 1,200,000 shares of Common Stock, constituting approximately 7.4 % of
the outstanding shares of Common Stock (the percentage of shares owned being
based upon 16,233,149 shares outstanding on December 10, 2003, as set forth in
the Issuer's most recent report on Form 10-Q for the period ended September 30,
2003 filed with the Commission on January 6, 2004). The following table sets
forth certain information with respect to shares of Common Stock directly
beneficially owned by the Wynnefield Group members listed:
APPROXIMATE
NUMBER OF PERCENTAGE OF
NAME SHARES OUTSTANDING SHARES
---- ------ ------------------
Partnership * 390,000 2.4%
Partnership-I * 390,500 2.4%
Fund ** 419,500 2.6%
* WCM has an indirect beneficial ownership interest in these shares of
Common Stock.
** WCI has an indirect beneficial ownership interest in these shares of
Common Stock.
WCM is the sole general partner of the Partnership and Partnership-I
and, accordingly, may be deemed to be the indirect beneficial owner (as that
term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common
Stock that the Partnership and Partnership-I beneficially own. WCM, as the sole
general partner of the Partnership and Partnership-I, has the sole power to
direct the voting and disposition of the shares of Common Stock that the
Partnership and Partnership-I beneficially own.
Messrs. Obus and Landes are the co-managing members of WCM and,
accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange
Act) of the shares of Common Stock that WCM may be deemed to
(Page 8 of 12 Pages)
beneficially own. Each of Messrs. Obus and Landes, as a co-managing member of
WCM, shares with the other the power to direct the voting and disposition of the
shares of Common Stock that WCM may be deemed to beneficially own.
WCI is the sole investment manager of the Fund and, accordingly, may be
deemed to be the indirect beneficial owner (as that term is defined under Rule
13d-3 under the Exchange Act) of the shares of Common Stock that the Fund
beneficially owns. WCI, as the sole investment manager of the Fund, has the sole
power to direct the voting and disposition of the shares of Common Stock that
the Fund beneficially owns. Messrs. Obus and Landes are the principal executive
officers of WCI and, accordingly, each of Messrs. Obus and Landes may be deemed
to be the indirect beneficial owner (as that term is defined under Rule 13d-3
under the Exchange Act) of the shares of Common Stock that WCI may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as a principal executive
officer of WCI, shares with the other the power to direct the voting and
disposition of the shares of Common Stock that WCI may be deemed to beneficially
own.
Beneficial ownership of shares of Common Stock shown on the cover pages
of and set forth elsewhere in this Schedule 13D for each member of the
Wynnefield Group assumes that they have not formed a group for purposes of
Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated
thereunder. If the members of the Wynnefield Group were deemed to have formed a
group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be
deemed to own beneficially (and may be deemed to have shared voting and
dispositive power over) 1,200,000 shares of Common Stock, constituting
approximately 7.4 % of the outstanding shares of Common Stock (the percentage of
shares owned being based upon 16,233,149 shares outstanding on December 10,
2003, as set forth in the Issuer's most recent report on Form 10-Q for the
period ended September 30, 2003, filed with the Commission on January 6, 2004).
The filing of this Schedule 13D and any future amendment by the
Wynnefield Group, and the inclusion of information herein and therein with
respect to Messrs. Obus and Landes, shall not be considered an admission that
any of such persons, for the purpose of Section 13(d) of the Exchange Act, are
the beneficial owners of any shares in which such persons do not have a
pecuniary interest.
To the best knowledge of the Wynnefield Group, except as described in
this Schedule 13D, none of the Wynnefield Group, any person in control
(ultimately or otherwise) of the Wynnefield Group, any general partner,
executive officer or director thereof, as applicable, beneficially owns any
shares of Common Stock, and except as set forth in the table below, there have
been no transactions in shares of Common Stock affected during the past 60 days,
by the Wynnefield Group, any person in control of the Wynnefield Group
(ultimately or otherwise), or any general partner, executive officer or director
thereof, as applicable; provided, however, certain investment banking affiliates
of the Wynnefield Group may beneficially own shares of Common Stock, including
shares that may be held in discretionary or advisory accounts with the
Wynnefield Group; and the Wynnefield Group, directly or in connection with such
discretionary or advisory accounts, may acquire, hold, vote or dispose of Common
Stock, including transactions that may have occurred during the past 60 days.
The members of the Wynnefield Group listed below have made open market
purchases of shares of Common Stock during the past 60 days, as follows:
(Page 9 of 12 Pages)
Number of Price Per
Name Date Shares Shares
---- ---- --------- ---------
Partnership December 12, 2003 54,000 $0.04
Partnership December 15, 2003 97,000 $0.10
Partnership December 16, 2003 28,100 $0.09
Partnership December 17, 2003 8,600 $0.08
Partnership December 18, 2003 30,700 $0.07
Partnership December 19, 2003 45,000 $0.06
Partnership December 22, 2003 112,000 $0.06
Partnership January 8, 2004 14,600 $0.03
Partnership - I December 12, 2003 54,000 $0.04
Partnership - I December 15, 2003 97,000 $0.10
Partnership - I December 16, 2003 28,100 $0.09
Partnership - I December 17, 2003 8,600 $0.08
Partnership - I December 18, 2003 30,700 $0.07
Partnership - I December 19, 2003 45,000 $0.06
Partnership - I December 22, 2003 112,000 $0.06
Partnership - I January 8, 2004 15,100 $0.03
Fund December 12, 2003 36,100 $0.04
Fund December 15, 2003 64,000 $0.10
Fund December 16, 2003 18,800 $0.09
Fund December 17, 2003 5,700 $0.08
Fund December 18, 2003 20,300 $0.07
Fund December 19, 2003 30,000 $0.06
Fund December 22, 2003 74,300 $0.06
(Page 10 of 12 Pages)
Number of Price Per
Name Date Shares Shares
---- ---- --------- ---------
Fund January 8, 2004 10,900 $0.03
(d) No person, other than each of the members of the Wynnefield Group
referred to as the direct beneficial owner of the shares of Common Stock set
forth in this response to Item 5, has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
shares of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Each of the members of the Wynnefield Group is a party to a Joint
Filing Agreement, dated as of January 9, 2004 (the "13D Joint Filing
Agreement"), pursuant to which the parties agreed to jointly file this Schedule
13D and any and all amendments and supplements thereto with the Commission. The
13D Joint Filing Agreement is filed herewith as Exhibit 1 and is incorporated in
this response to Item 6 in its entirety.
Except for the agreement described above, to the best knowledge of the
Wynnefield Group, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Wynnefield Group, and any other
person, with respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding or proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement, dated as of January 9, 2004, among the
Partnership, Partnership-I, Fund, WCM, and WCI.
(Page 11 of 12 Pages)
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Schedule 13D is
true, complete and correct.
Dated: January 9, 2004
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/Nelson Obus
---------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
General Partner
By: /s/Nelson Obus
---------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
By: /s/Nelson Obus
---------------------------------
Nelson Obus, President
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By: /s/Nelson Obus
---------------------------------
Nelson Obus, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
By: /s/Nelson Obus
---------------------------------
Nelson Obus, President
(Page 12 of 12 Pages)