UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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U.S. Liquids Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
902974104
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(CUSIP Number)
December 31, 2002 - Filing pursuant to Rule 13d-1(b)(2)
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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:
[x] Rule 13d-1(b)
[ ] 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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP NO. 902974104
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Longwood Investment Advisors, Inc.
23-2745059
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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5. SOLE VOTING POWER
NUMBER OF
SHARES 0
-------- -------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH
REPORTING 0
PERSON -------- -------------------------------------------------------
WITH: 7. SOLE DISPOSITIVE POWER
0
-------- -------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
N/A
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP NO. 902974104
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Robert A. Davidson
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
NUMBER OF
SHARES 0
-------- -------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH
REPORTING 0
PERSON -------- -------------------------------------------------------
WITH: 7. SOLE DISPOSITIVE POWER
0
-------- -------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
---------- ---------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
N/A
---------- ---------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
---------- ---------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP NO. 902974104
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
John P. McNiff
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
NUMBER OF
SHARES 0
-------- -------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH
REPORTING 0
PERSON -------- -------------------------------------------------------
WITH: 7. SOLE DISPOSITIVE POWER
0
-------- -------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
N/A
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 1. (a) Name of Issuer:
U.S. Liquids Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
411 North Sam Houston Pkwy East, Suite 400, Houston, TX
77060-3545
Item 2. (a) Names of Persons Filing:
This statement is filed on behalf of (i) Longwood
Investment Advisors, Inc., a Pennsylvania corporation
("LIA"), (ii) Robert A. Davidson and (iii) John P.
McNiff (the "Reporting Persons"). LIA is registered
as an investment adviser under the Investment
Advisers Act of 1940, as amended. Robert A. Davidson
is Chief Investment Officer and a Managing Director
of LIA and is responsible for the selection,
acquisition and disposition of securities on behalf
of LIA. John P. McNiff is President and a Managing
Director of LIA and, as such, shares responsibility
with Mr. Davidson for selection, acquisition and
disposition of securities on behalf of LIA.
(b) Address of Principal Business Office or, if None, Residence:
The address of LIA, Mr. Davidson and Mr. McNiff is:
Three Radnor Corporate Center, Suite 300, 100
Matsonford Road, Radnor, Pennsylvania 19087.
(c) Citizenship:
LIA is a Pennsylvania corporation. Mr. Davidson and
Mr. McNiff are United States citizens.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 902974104
Item 3. If this statement is filed pursuant toss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [x] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the Issuer
identified in Item 1.
(a) Amount beneficially owned:
LIA has shared power to vote or direct the vote, and
shared power to dispose or direct the disposition of,
0 shares of the issuer's common stock. Robert A.
Davidson and John P. McNiff have shared power to
dispose or direct the disposition of 0 shares of
common stock by virtue of being responsible for the
selection, acquisition and disposition of the
portfolio securities on behalf of LIA.
(b) Percent of class: 0% for all Reporting Persons
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0 shares
for all Reporting Persons
(ii) Shared power to vote or to direct the vote: 0 shares
for all Reporting Persons
(iii) Sole power to dispose or to direct the disposition
of: 0 shares for all Reporting Persons
(iv) Shared power to dispose or to direct the disposition
of: 0 shares for all Reporting Persons
Instruction. For computations regarding securities which represent a
right to acquire an underlying security see ss.240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [X].
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
Other persons have the right to receive, or the power to direct, the
receipt of dividends from, or the proceeds from the sale of, the
issuer's shares which are the subject of this Schedule 13G. Of such
shares, Longwood Partners, L.P., of which LIA is the investment
advisor, has such right with respect to 0 shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person.
If a parent holding company or control person has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item
3(g) and attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each member
of the group. If a group has filed this schedule pursuant to Rule
240.13d-1(c) or Rule 240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See
Item 5.
Not applicable.
Item 10. Certification.
By signing below we certify that, to the best of our knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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.
SIGNATURE
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After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct. We also hereby agree to file this statement jointly pursuant to the
agreement set forth as Exhibit 1 hereto.
Dated: March 24, 2003
LONGWOOD INVESTMENT ADVISORS
By: ________________
Robert A. Davidson
Chief Investment Officer
By: ______________
John P. McNiff
President
________________
Robert A. Davidson
_______________
John P. McNiff
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of U.S. Liquids Inc.
This agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
EXECUTED this 24th day of March, 2003
LONGWOOD INVESTMENT ADVISORS
By: ___________________
Robert A. Davidson
Chief Investment Officer
By: ____________________
John P. McNiff
President
____________________
Robert A. Davidson
____________________
John P. McNiff