-----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, LffmkuQXLZnbH+aS5hDPtxH4wMr1x0BZiVLkLMO23qAEsB4Q2hWjEfZFi7EXp+xM FXu/qA2Q9dxGAzODa3sz7w== 0000913569-98-000200.txt : 19981203 0000913569-98-000200.hdr.sgml : 19981203 ACCESSION NUMBER: 0000913569-98-000200 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981202 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: 98762850 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: RYBACK MANAGEMENT CORP /MO/ /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 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Uranium Resources, Inc. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 916901-30-9 (CUSIP Number) Brian L. Blomquist 7711 Carondelet Ave., St. Louis, MO 63105, (314) 727-5305 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 30, 1998 (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 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 4,666,525 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,666,525 PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,666,525 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.0% 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 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 2,964,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.1% 14 TYPE OF REPORTING PERSON IV, OO SCHEDULE 13D CUSIP NO. 916091-30-9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lindner Growth 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 827,525 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% 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 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 875,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% 14 TYPE OF REPORTING PERSON IV, OO Item 1. Security and Issuer. Common Stock, par value $0.001 per share, (the "Stock") of Uranium Resources, Inc. (the "Issuer"), 12750 Merit Drive, Suite 1020, Dallas, Texas 75251. Item 2. Identity and Background. Ryback Management Corporation, a Michigan corporation ("Ryback"), is a registered investment adviser providing investment advisory services to a number of investment company clients, including Lindner Dividend Fund ("Dividend Fund"), Lindner Growth Fund ("Growth Fund") and Lindner Bulwark Fund ("Bulwark Fund") (Ryback, Dividend Fund, Growth Fund and Bulwark Fund are collectively referred to herein as the "Reporting Persons"). Dividend Fund, Growth Fund and Bulwark 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 Ryback 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 Business Address if Different Name from that set forth above - ---- ----------------------------- Eric E. Ryback (1)(2)(3) President of Ryback Robert A. Lange (1) Senior Vice President of Ryback Brian L. Blomquist (1) Executive Vice President and Assistant Secretary of Ryback Terrence P. Fitzgerald(3) Vice President, Development Director, The Mills Corporation Washington Harbour 3000 K Street, NW, Suite 400 Washington, DC Marc P. Hartstein (3) Director - Industry Development, Anheuser-Busch, Inc. 3 Middlebrook Lane St. Louis, Missouri Donald J. Murphy (3) President of Murcom Financial, Ltd. 970 E. Deerpath Lake Forest, Illinois Doug T. Valassis (2)(3)(4) Chairman of the Board and Treasurer of Ryback and President of Franklin Enterprises, Inc. 520 Lake Cook Road Deerfield, Illinois Robert L. Byman (3) Partner in the law firm of Jenner & Block One IBM Plaza, Chicago, Illinois Peter S. Horos (3) Investment Manager, All State Life Insurance Company, All State Plaza, Northbrook, Illinois Dennis P. Nash (3) Vice President, Nellis Feed Company 899 Skokie Blvd. Northbrook, Illinois Edward W. Elliot, Jr.(4) Vice Chairman, Franklin Enterprises, Inc. 520 Lake Cook Road Deerfield, Illinois D. Craig Valassis (2)(4) Vice President, Franklin Enterprises, Inc. 520 Lake Cook Road Deerfield, Illinois Robert L. Miller (2) Treasurer, Franklin Enterprises, Inc. 520 Lake Cook Road Deerfield, Illinois - --------------------------- (1) Also an executive officer of the Trust (2) Director of Ryback (3) Trustee of the Trust (4) Messrs. Doug T. Valassis, D. Craig Valassis and Edward W. Elliot, Jr. are co-Trustees of the George F. Valassis Stock Trust and other trusts, which are the owners of 52% of the voting securities of Ryback 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 3. Source and Amount of Funds or Other Consideration. The source of the funds used by each of the Reporting Persons in the acquisition of Stock was its respective working capital. Item 4. Purpose of Transaction. 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. In addition, the Reporting Persons may acquire or seek to acquire beneficial ownership of additional shares of Stock from time to time in the open market, in privately negotiated transactions, through proxies, consents, or other agreements or otherwise or may dispose of or seek to dispose of the shares of Stock they hold. The reporting persons have no present plans or proposals with respect to the Issuer of the kind set forth under Item 4 of the Schedule 13D Instructions. 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, among the Issuer, the Trust (on behalf of Bulwark Fund) and the Dividend Fund, the Issuer agreed to appoint to its Board of Directors two individuals designated by the Trust and Dividend 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. Messrs. George R. Ireland and James B. Tompkins were the designees of the Trust and Dividend Fund that were appointed to the Issuer's Board of Directors. Mr. Tompkins has resigned from the Issuer's Board of Directors and the Trust and Dividend Fund have not designated a successor for Mr. Tompkins. Item 5. Interest in Securities of the Issuer. (a) Dividend Fund beneficially owns 2,964,000 shares of Stock (approximately 19.1% of the outstanding shares of Stock). Of these 2,964,000 shares of Stock, Dividend Fund beneficially owns 1,500,000 shares of Stock as a result of convertible notes held by Dividend Fund that were acquired pursuant to the Exchange Agreement, it beneficially owns 625,000 shares of Stock as a result of Warrants issued to it pursuant to the Exchange Agreement and it beneficially owns an additional 839,000 shares of Stock. Growth Fund beneficially owns 827,525 shares of Stock (approximately 5.3% of the outstanding shares of Stock) and Bulwark Fund beneficially owns 875,000 shares of Stock (approximately 5.6% of the outstanding shares of Stock). Of these 875,000 shares of Stock, Bulwark Fund beneficially owns 500,000 shares of Stock as a result of convertible notes held by Bulwark 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. Ryback, in its capacity as investment adviser to Dividend Fund, Growth Fund and Bulwark Fund, may be deemed beneficial owner of all such shares. (b) Ryback has sole dispositive power and sole voting power with respect to the shares owned by Dividend Fund, Growth Fund and Bulwark 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 - ---- ----------- --------- --------- ------------- 9/2/98 Sale (3) 25,000 0.74 $18,500 9/11/98 Sale (1) 20,000 0.46875 $ 9,375 9/11/98 Sale (3) 24,000 0.46875 $11,250 9/15/98 Sale (1) 25,000 0.25 $ 6,250 9/15/98 Sale (3) 26,000 0.25 $ 6,500 9/16/98 Sale (1) 230,000 0.21780 $50,094 9/16/98 Sale (2) 28,000 0.21780 $ 6,098 9/16/98 Sale (3) 25,000 0.21780 $ 5,445 9/29/98 Sale (3) 11,000 0.75 $ 8,250 9/30/98 Sale (3) 5,000 0.75 $ 3,750 10/7/98 Sale (3) 15,000 0.50 $ 7,500 10/27/98 Sale (3) 25,000 0.50 $12,500 10/30/98 Sale (3) 94,000 0.4375 $41,125 - --------------- (1) By Bulwark Fund (2) By Growth Fund (3) By Ryback on behalf of various non-reporting persons. (d) No other persons are known to have the right to receive or the power to direct the receipt of dividends 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. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On May 25, 1995, the Issuer received $6 million pursuant to the Purchase Agreement, and the Trust (on behalf of Bulwark Fund) and Dividend Fund purchased convertible notes in the aggregate principal amounts of $1,500,000 and $4,500,000, respectively (the "Old Notes"). In addition, the Issuer issued warrants to purchase 375,000 shares and 1,125,000 shares of Stock at a purchase price of $4.00 per share to the Trust (on behalf of Bulwark Fund) and to Dividend Fund, respectively (the "Warrants"). In connection with the Purchase Agreement, the Issuer agreed to appoint to its Board of Directors two designees of the Trust (on behalf of Bulwark Fund) and Dividend Fund and to nominate such individuals for re-election at each annual meeting of stockholders of the Issuer until the Issuer fulfills its payment obligations under the Notes (see item 4 for details regarding this arrangement). In March 1998, the Issuer requested the Trust (on behalf of Bulwark Fund and Dividend Fund) to extend the maturity date of the Old Notes from May 31, 1998 to May 31, 2000. In exchange for the extension of the maturity of the Old Notes, on March 23, 1998 the Issuer issued to the Trust (on behalf of Bulwark Fund and Dividend Fund) two replacement notes in the aggregate principal amounts of $1,500,000 and $4,500,000, respectively (the "Replacement Notes")in exchange for the surrender by the Trust of the Old Notes. In addition, the Issuer issued warrants to purchase 500,000 and 1,500,000 shares of Stock at a purchase price of $3.00 per share to the Trust (on behalf of Bulwark Fund) and to Dividend Fund, respectively, in exchange for the surrender by the Trust (on behalf of Bulwark Fund and Dividend Fund) of the Old Warrants. Item 7. Material to be Filed as Exhibits. None. 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: November 30, 1998 /S/ BRIAN L. BLOMQUIST ---------------------------- Brian L. Blomquist,Executive Vice President Ryback Management Corporation Lindner Investments -----END PRIVACY-ENHANCED MESSAGE-----