-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GpxPZT0D1Hnr5pohvSU44RT2QMOsie1VuukMNb2ZlOhxPsqkeC+G0tpA2EdrmeEW dorU5xqMWw/AtlEpZq9ZYg== 0000734269-94-000007.txt : 19940216 0000734269-94-000007.hdr.sgml : 19940216 ACCESSION NUMBER: 0000734269-94-000007 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940215 GROUP MEMBERS: CHARLES M. ROYCE GROUP MEMBERS: QUEST ADVISORY CORP /ADV GROUP MEMBERS: QUEST MANAGEMENT COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WOODWARD GOVERNOR CO CENTRAL INDEX KEY: 0000108312 STANDARD INDUSTRIAL CLASSIFICATION: 3728 IRS NUMBER: 361984010 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 34 SEC FILE NUMBER: 005-13419 FILM NUMBER: 94508912 BUSINESS ADDRESS: STREET 1: 5001 N SECOND ST STREET 2: P O BOX 7001 CITY: ROCKFORD STATE: IL ZIP: 61125 BUSINESS PHONE: 8158777441 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUEST ADVISORY CORP /ADV CENTRAL INDEX KEY: 0000734269 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 132579297 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1414 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124861445 MAIL ADDRESS: STREET 1: 1414 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: QUEST ADVISORY CORP /ADV DATE OF NAME CHANGE: 19940204 SC 13G 1 WOODWARD GOVERNOR FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Woodward Governor Company __________________________________________________________ (Name of Issuer) Common Stock __________________________________________________________ (Title of Class of Securities) 980745103 _________ (CUSIP Number) Check the following box if a fee is being paid with the statement: (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *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 8 Pages CUSIP No. 980745103 13G Page 2 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Quest Advisory Corp. 13-2579297 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 147,304 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 147,304 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,304 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 980745103 13G Page 3 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Quest Management Company 06-1354019 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 6,000 SHARES BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 6,000 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 980745103 13G Page 4 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles M. Royce ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF SHARES See Item 2(a) of attached schedule BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH See Item 2(a) of attached schedule 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 2(a) of attached schedule 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) See Item 2(a) of attached schedule 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 980745103 13G Page 5 of 8 Pages Item 1(a) Name of Issuer: Woodward Governor Company Item 1(b) Address of Issuer's Principal Executive Offices: 5001 North Second Street, Rockford, IL 61125-7001 Item 2(a) Name of Persons Filing: Quest Advisory Corp. ("Quest"), Quest Management Company ("QMC"), and Charles M. Royce. Mr. Royce may be deemed to be a controlling person of Quest and QMC, and as such may be deemed to beneficially own the shares of Common Stock of Woodward Governor Company beneficially owned by Quest and QMC. Mr. Royce does not own any shares outside of Quest and QMC, and disclaims beneficial ownership of the shares held by Quest and QMC. Item 2(b) Address of Principal Business Office of each is: 1414 Avenue of the Americas, New York, NY 10019 Item 2(c) Citizenship: Quest is a New York Corporation, QMC is a Connecticut General Partnership, and Mr. Royce is a citizen of the U.S.A. Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 980745103 Item 3 If this statement is filed pursuant to rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) Broker or Dealer registered under Section 15 of the Act (b) Bank as defined in Section 3(a)(6) of the Act (c) Insurance Company as defined in Section 3(a)(19) of the Act (d) Investment Company registered under Section 8 of the Investment Company Act (e) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (g) Parent Holding Company (h) X Group CUSIP No. 980745103 13G Page 6 of 8 Pages Item 4 Ownership (a) Amount Beneficially Owned Quest: 147,304 QMC: 6,000 (b) Percent of Class: Quest: 5.0 QMC: 0.2 (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote Quest 147,304 QMC 6,000 (ii) shared power to vote or to direct the vote Quest __________ QMC __________ (iii) sole power to dispose or to direct the disposition of Quest 147,304 QMC 6,000 (iv) shared power to dispose or to direct the disposition of Quest __________ QMC __________ See item 2(a) above for information relating to the beneficial ownership of Mr. Royce. Item 5 Ownership of Five Percent or Less of a Class. ( ) 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 CUSIP No. 980745103 13G Page 7 of 8 Pages Item 8 Identification and Classification of Members of the Group. This filing is on behalf of Quest, QMC and Mr. Royce as members of a group pursuant to Rule 13d-(1)(b)(ii)(H). Each of Quest and QMC are investment advisers registered under Section 203 of the Investment Advisers Act of 1940. Item 9 Notice of Dissolution of Group. NOT APPLICABLE Item 10 Certification. By signing below each of the undersigned certifies that, to the best of its knowledge or belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Exhibits 1. Agreement to file Schedule 13G jointly. ________ Signature _________ After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement with respect to it is true, complete and correct. Date: February 10, 1994 Quest Advisory Corp. By: W. Whitney George Edward M. Lopez, atty-in-fact ________________________ _________________________ Signature Charles M. Royce Quest Management Company By: W. Whitney George ________________________ Signature CUSIP No. 980745103 13G Page 8 of 8 Pages Exhibit 1 AGREEMENT _________ AGREEMENT dated as of the 10th day of February, 1994 between Quest Advisory Corp. ("Quest"), a New York corporation, Quest Management Company ("QMC"), a Connecticut general partnership, and Charles M. Royce. WHEREAS, pursuant to paragraph (f) of Rule 13d-1 promulgated under Subsection 13(d)(1) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the parties hereto have decided to satisfy their filing obligations under the 1934 Act by a single joint filing: NOW, THEREFORE, the undersigned hereby agree as follows: 1. The Schedule 13G with respect to Woodward Governor Company to which this is attached as Exhibit 1 is filed on behalf of Quest, QMC and Mr. Royce. 2. Each of Quest, QMC and Mr. Royce is responsible for the completeness and accuracy of the information concerning such person contained therein; provided that each person is not responsible for the completeness or accuracy of the information concerning any other person making such filing. IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written. QUEST ADVISORY CORP. By: W. Whitney George ________________________ QUEST MANAGEMENT COMPANY By: W. Whitney George ________________________ Edward M. Lopez, atty-in-fact ________________________ Charles M. Royce -----END PRIVACY-ENHANCED MESSAGE-----