-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KoqOe38ulgaAGiU0ZHevDHcoo0vo66UGm0fiUIG1oYUfK0/0k8qN3399oHmHbJN6 y7Oc2EjyFLeo3qlx+JB8Kg== 0000913569-00-000030.txt : 20000307 0000913569-00-000030.hdr.sgml : 20000307 ACCESSION NUMBER: 0000913569-00-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000303 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM RESOURCES INC /DE/ CENTRAL INDEX KEY: 0000839470 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS, MINERALS (NO PETROLEUM) [5050] IRS NUMBER: 752212772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40754 FILM NUMBER: 560863 BUSINESS ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 1210 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 9723877777 MAIL ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 1210 CITY: DALLAS STATE: TX ZIP: 75251 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LINDNER ASSET MANAGEMENT INC /ADV CENTRAL INDEX KEY: 0000891547 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431615580 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7711 CARONDELET AVE STREET 2: STE 700 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147275305 FORMER COMPANY: FORMER CONFORMED NAME: RYBACK MANAGEMENT CORP /MO/ /ADV DATE OF NAME CHANGE: 19940822 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Uranium Resources, Inc. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 916901-30-9 (CUSIP Number) John R. Elder, Vice President Lindner Asset Management, Inc. 7711 Carondelet Ave., St. Louis, MO 63105, (314) 727-5305 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 2000 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d- 1(g),check the following box [ ]. 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). SCHEDULE 13D CUSIP NO. 916901-30-9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lindner Asset Management, Inc. f/k/a Ryback Management Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Michigan 7 SOLE VOTING POWER 3,111,478 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,111,478 PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,111,478 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.7% 14 TYPE OF REPORTING PERSON IA, CO SCHEDULE 13D CUSIP NO. 916901-30-9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lindner Asset Allocation Fund, f/k/a Lindner Dividend Fund, a separate series of Lindner Investments 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,208,609 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.4% 14 TYPE OF REPORTING PERSON IV, OO SCHEDULE 13D CUSIP NO. 916901-30-9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lindner Market Neutral Fund, f/k/a Lindner Bulwark Fund, a separate series of Lindner Investments 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7 SOLE VOTING POWER -0- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 902,869 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% 14 TYPE OF REPORTING PERSON IV, OO This Amendment No. 4 to Schedule 13D is being filed by Lindner Asset Management, Inc., a Michigan corporation ("Lindner Asset"), formerly known as Ryback Management Corporation, in order to amend Items 2, 4 and 5 in their entirety as follows: Item 2. Identity and Background. Lindner Asset Management, Inc., a Michigan corporation ("Lindner Asset") is a registered investment adviser providing investment advisory services to a number of investment company clients, including Lindner Asset Allocation Fund ("Asset Allocation Fund") and Lindner Market Neutral Fund ("Market Neutral Fund") (Lindner Asset, Asset Allocation Fund, and Market Neutral Fund are collectively referred to herein as the "Reporting Persons"). Asset Allocation Fund and Market Neutral Fund are separate series of Lindner Investments, a Massachusetts business trust (the "Trust"), a registered investment company. The address of the principal business and principal office for each of the Reporting Persons is 7711 Carondelet Ave., St. Louis, MO 63105. The following table sets forth certain information with respect to the executive officers and directors of Lindner Asset and the Trust. Each person is a citizen of the United States and, unless otherwise indicated, has his business address at 7711 Carondelet Ave., St. Louis, MO 63105. Principal Occupation and Name and Relationship Business Address if Different to Trust from that set forth above - ----------------------- ----------------------------- Eric E. Ryback President of Lindner Asset and the Trustee Trust Terrence P. Fitzgerald Vice President, Development Director, Trustee The Mills Corporation Washington Harbour 3000 K Street, NW, Suite 400 Washington, DC Marc P. Hartstein Director - Industry Development, Trustee Anheuser-Busch, Inc. 3 Middlebrook Lane St. Louis, Missouri Donald J. Murphy President of Murcom Financial, Ltd. Trustee 970 E. Deerpath Lake Forest, Illinois Doug T. Valassis Chairman of the Board and Treasurer Chairman and Trustee of Lindner Asset and President of Franklin Enterprises, Inc. 520 Lake Cook Road Deerfield, Illinois Robert L. Byman Partner in the law firm of Trustee Jenner & Block One IBM Plaza, Chicago, Illinois Peter S. Horos Investment Manager, All State Life Trustee Insurance Company, All State Plaza, Northbrook, Illinois Dennis P. Nash Vice President, Nellis Feed Company Trustee 899 Skokie Blvd. Northbrook, Illinois Principal Occupation and Name and Relationship Business Address if Different to Lindner Asset from that set forth above - ----------------------- ----------------------------- Doug T. Valassis Chairman of the Board and Treasurer Chairman and Director of Lindner Asset and President of Franklin Enterprises, Inc. 520 Lake Cook Road Deerfield, Illinois D. Craig Valassis Vice President, Franklin Enterprises, Inc. Director 520 Lake Cook Road Deerfield, Illinois Robert L. Miller Treasurer, Franklin Enterprises, Inc. Director 520 Lake Cook Road Deerfield, Illinois Mark T. Finn Vice Chairman of Lindner Asset Vice Chairman and Chairman, Vantage Consulting Group, Inc. Chief Operating Officer 3500 Pacific Avenue Virginia Beach, Virginia Eric E. Ryback President of Lindner Asset and the President and Director Trust John R. Elder Vice President - Administration and Assistant Secretary of Lindner Asset None of the Reporting Persons nor any of their executive officers, directors or trustees has, during the last five years, been convicted in a criminal proceeding. None of the Reporting Persons nor any of their executive officers, directors or trustees has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or it was or is subject to any 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 4. Purpose of Transaction. On February 7, 2000, the Asset Allocation Fund and the Market Neutral Fund exercised their respective options to convert Secured Convertible Notes in the principal amount of $4,500,000 and $1,500,000, respectively, plus accrued interest, into Stock of the Issuer at a price of $3.00 per share. As a result of the conversion, the Asset Allocation Fund and the Market Neutral Fund received 1,583,609 and 527,869 shares of Stock, respectively. The primary purpose for the acquisition of shares of Stock by the Reporting Persons is for investment. The Reporting Persons may consult with other shareholders of the Issuer, other members of management of the Issuer or other persons about the Issuer and its business from time to time. The Reporting Persons presently plan to dispose of the Stock from time to time in the open market or in privately negotiated transactions. In connection with a Note and Warrant Purchase Agreement (the "Purchase Agreement"), dated May 25, 1995, as amended by a Note and Warrant Exchange Agreement (the "Exchange Agreement"), dated March 23, 1998, and further amended on June 30, 1999, among the Issuer, the Trust (on behalf of Market Neutral Fund) and the Asset Allocation Fund, the Issuer agreed to appoint to its Board of Directors two individuals designated by the Trust and Asset Allocation Fund and to nominate such individuals for re-election to the Board of Directors at each annual meeting of shareholders of the Issuer until the Issuer fulfills its payment obligations under the Replacement Notes. As a result of the conversion by the Trust and Asset Allocation of the Replacement Notes into Stock of the Issuer, the Trust and Asset Allocation no longer have a right to designate individuals to serve on the Issuer's Board of Directors. Item 5. Interest in Securities of the Issuer. (a) Asset Allocation Fund beneficially owns 2,208,609 shares of Stock (approximately 15.4% of the outstanding shares of Stock). Of these 2,208,609 shares of Stock, Asset Allocation Fund beneficially owns 1,583,609 shares of Stock as a result of its exercise of an option to convert $4,500,000 principal amount of convertible Replacement Notes held by Asset Allocation Fund that were acquired pursuant to the Exchange Agreement and it beneficially owns 625,000 shares of Stock as a result of Warrants issued to it pursuant to the Exchange Agreement. Market Neutral Fund beneficially owns 902,869 shares of Stock (approximately 6.3% of the outstanding shares of Stock). Of these 902,869 shares of Stock, Market Neutral Fund beneficially owns 527,869 shares of Stock as a result of its exercise of an option to convert $1,500,000 principal amount of convertible Replacement Notes held by Market Neutral Fund that were acquired pursuant to the Exchange Agreement and beneficially owns 375,000 shares of Stock as a result of Warrants issued to it pursuant to the Exchange Agreement. Lindner Asset, in its capacity as investment adviser to Asset Allocation Fund and Market Neutral Fund, may be deemed beneficial owner of all such shares. (b) Lindner Asset has sole dispositive power and sole voting power with respect to the shares owned by Asset Allocation Fund and Market Neutral Fund. (c) During the sixty days immediately preceding the date of this filing, the Reporting Persons engaged in the following transactions with respect to the Stock. Transaction Number of Price Date Type Shares Per Share Consideration - ---- ----------- --------- --------- ------------- 2/7/00 Conversion<1> 1,583,609 3.00 $4,750,827 2/7/00 Conversion<2> 527,869 3.00 $1,583,607 - --------------- Notes: <1> By Asset Allocation Fund. The fund exercised its option to convert a Secured Convertible Note in the principal amount of $4,500,000, plus accrued interest, into Stock of the Issuer. <2> By Market Neutral Fund. The fund exercised its option to convert a Secured Convertible Note in the principal amount of $1,500,000, plus accrued interest, into Stock of the Issuer. (d) No other persons are known to have the right to receive or the power to direct the receipt of Asset Allocations from, or the proceeds from the sale of Stock held by any of the Reporting Persons. (e) The Reporting Persons described in this Schedule have not ceased to be beneficial owners of more than 5% of the outstanding shares of Stock. 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. Date: February 29, 2000 /S/ JOHN R. ELDER ---------------------------- John R. Elder, Vice President Administration Lindner Asset Management, Inc. Lindner Investments -----END PRIVACY-ENHANCED MESSAGE-----