SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 5*
SYPRIS SOLUTIONS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
871655 106
(CUSIP Number)
Jeffrey T. Gill
101 Bullitt Lane, Suite 450
Louisville, Kentucky 40222
(502) 329-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Voluntary Amendment
(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),(f) or (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 (however, see
the Notes).
2
CUSIP NO. - 871655 10 6
(1) Names of Reporting Persons. . . . . . Robert E. Gill
S.S. or I.R.S. Nos. of
Above Persons (entities only) . . . .
(2) Check the Appropriate Box
if a Member of a Group
(See Instructions). . . . . . . . . . (a)
(b)
(3) SEC Use Only. . . . . . . . . . . . .
(4) Source of Funds (See Instructions). . Not applicable
(5) Check if Disclosure
of Legal Proceedings is
Required pursuant to
Items 2(d) or 2(e). . . . . . . . . .
(6) Citizenship or Place
of Organization. . . . . . . . . . . . U.S.
Number of Shares Beneficially
Owned by Each Reporting Person
With:
(7) Sole Voting Power. . . . . . . . . . . . 0
(8) Shared Voting Power. . . . . . . 3,275,666(1)
(9) Sole Dispositive Power . . . . . . . . . 0
(10) Shared Dispositive Power . . . . 3,275,666(1)
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person . . . . . .3,275,666(1)
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions). . . . . . .
(13) Percent of Class Represented
by Amount in Row (11) . . . . . . . . 18.8%
(14) Type of Reporting Person . . . . . . . IN
(1) See response to Item 5.
2
3
THIS AMENDMENT NO. 5 to the Schedule 13D dated April 9, 1998 (the
"Schedule 13D"), as amended by Amendment No. 1 to the Schedule 13D dated January
15, 1999 (the "Amendment No. 1"), as amended by Amendment No. 2 to the Schedule
13D dated June 11, 1999 (the "Amendment No. 2"), as amended by Amendment No. 3
to the Schedule 13D dated April 3, 2002 (the "Amendment No. 3"), and as amended
by Amendment No. 4 to the Schedule 13D dated April 24, 2002, which were filed
with the Securities and Exchange Commission by the Reporting Person and relate
to the shares of common stock $.01 par value, of Sypris Solutions, Inc., a
Delaware corporation (the "Issuer"), is being filed on a voluntary basis to
amend Item 5 of the Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4 and the Schedule 13D to reflect updated holdings for the Reporting Person
resulting from a public offering of 3,000,000 shares of the Issuer's common
stock which increased the outstanding securities of the Issuer effective March
17, 2004, and to update in Item 1 the address of the Issuer. Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the same
meanings as set forth in the Schedule 13D, as heretofore amended.
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, $.01 par value the Issuer.
The Issuer's principal executive office is located at 101 Bullitt Lane,
Suite 450, Louisville, Kentucky 40222.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate Amount
Beneficially Owned by
Each Reporting Person 3,275,666(18.8%)(1)
(b) Sole Voting Power 0
Shared Voting Power 3,275,666(1)
Sole Dispositive Power 0
Shared Dispositive Power 3,275,666(1)
(1) Includes 500 shares of the Issuer owned by the Reporting Person's
wife, as to which the Reporting Person shares voting and dispositive
power, and 500 shares of the Issuer owned by the Reporting Person, as
to which the Reporting Person's wife shares voting and dispositive
power. Also includes 3,274,666 shares of the common stock of the Issuer
owned by GFP I, LP, a Delaware limited partnership, of which the
Reporting Person is a limited partner holding a 43.50% ownership
interest and of which the Reporting Person's wife is a limited partner
holding a 44.39% ownership interest. On the basis of certain
provisions of the limited partnership agreement of GFP I, LP (the
"Partnership Agreement"), the Reporting Person may be deemed to share
voting and dispositive power over the shares held of record by GFP I,
LP with his wife, Virginia G. Gill, and with Jeffrey T. Gill and R.
Scott Gill, each of whom is a director, executive officer and 50%
shareholder of Gill Family Capital Management, Inc., a Kentucky
corporation which is the general partner of GFP I, LP.
As described in Note 1, above, the Reporting Person shares, or may be
deemed to share, the power to vote or direct the disposition of such shares with
the following persons whose business or residence addresses and principal
occupations are as follows: (a) Virginia G. Gill, 253 Canton Avenue East, Winter
Park, Florida 32789, homemaker; (b) Jeffrey T. Gill, 101 Bullitt Lane, Suite
450, Louisville, Kentucky 40222, President and Chief Executive Officer of Sypris
Solutions, Inc., 101 Bullitt Lane, Suite 450,
3
4
Louisville, Kentucky 40222, a diversified provider of technolgy-based outsourced
services and specialty products; and (c) R. Scott Gill, Managing Broker,
Coldwell Banker Residential Brokerage, 875 N. Michigan Avenue, Suite 3500,
Chicago, Illinois, 60611. All of such persons are citizens of the United States,
and none of such persons have been convicted in or is a party to a proceeding
described in Items 2(d) or 2(e).
(c) Robert E. Gill has not effected transactions in the
Issuer's common stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
4
5
SIGNATURE
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.
/s/ Robert E. Gill
------------------
Robert E. Gill
Date: March 26, 2004
5