SC 13G/A 1 c30701_13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C- 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) URANIUM RESOURCES, INC. ----------------------- (Name of Issuer) COMMON STOCK ------------ (Title of Class of Securities) 916901309 --------- (CUSIP Number) DECEMBER 31, 2003 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) 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. 916 901 309 13G/A PAGE 2 OF 5 PAGES -------------------------- ------------------------ -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON A. The Winchester Group, Inc. 13-3592564 B. Rudolf J. Mueller -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION A. State of Delaware B. United States of America -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF SHARES A. None BENEFICIALLY B. 10,038,962 shares (12.3%) OWNED BY EACH -------------------------------------------------------------- PERSON WITH 6 SHARED VOTING POWER A. None (see Item 4) B. 58,300 shares (0.1%) (see Item 4) -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER A. None (see Item 4) B. 10,038,962 shares (12.3%) (see Item 4) -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER A. 828,400 (1.0%) (see Item 4) B. 886,700 shares (1.1%) (see Item 4) -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON A. 828,400 (1.0%) (see Item 4) B. 10,925,662 shares (13.4%) (see Item 4) -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES A. [_] B. [_] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 A. 1.0% (see Item 4) B. 13.4% (see Item 4) -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON A. BD and IA B. OO (see Item 3) -------------------------------------------------------------------------------- -------------------------- ------------------------ CUSIP NO. 916 901 309 13G/A PAGE 3 OF 5 PAGES -------------------------- ------------------------ ITEM 1. (a) Name of Issuer: Uranium Resources Inc. (the "Company") (b) Address of Issuer's Principal Executive Offices: 12750 Merit Drive, Suite 720 Dallas, Texas 75251 ITEM 2. (a) Name of Person Filing: A. The Winchester Group, Inc. B. Rudolf J. Mueller (b) Address of Principal Business Office (for A. and B.): The Winchester Group, Inc. 335 Madison Avenue New York, New York 10017 (c) Citizenship: A. State of Delaware B. United States of America (d) Title of Class of Securities: common stock (the "Common Stock") (e) CUSIP Number: 916 901 309 ITEM 3. This statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), and the Person filing is: A. an investment adviser in accordance with Section 13d-1(b)(1)(ii)(E), and a broker or dealer registered under section 15 of the Act; B. a registered representative with discretionary authority over certain accounts, including the accounts for which the Common Stock of the Company was acquired and an officer, director and a shareholder of The Winchester Group, Inc. ITEM 4. OWNERSHIP (a) Amount beneficially owned: A. 828,400 shares(1) B. 10,925,662 shares(2) (b) Percent of class: A. 1.0% B. 13.4% (c) Number of Shares to which the person has: (i) sole power to vote or to direct the vote: A. None B. 10,038,962 shares (12.3%)(3) (ii) shared power to vote or to direct the vote: A. None B. 58,300 shares (0.1%)(4) -------------------------- ------------------------ CUSIP NO. 916 901 309 13G/A PAGE 4 OF 5 PAGES -------------------------- ------------------------ (iii) sole power to dispose or to direct the disposition of: A. None B. 10,038,962 shares (12.3%)(5) (iv) shared power to dispose or to direct the disposition of: A. 828,400 shares (1.0%)(6) B. 886,700 shares (1.1%)(7) ---------- (1) Mr. Mueller is a principal of The Winchester Group, Inc. ("WGI"), a registered broker-dealer. Pursuant to Rule 13d-4, WGI disclaims beneficial ownership as to all 828,400 shares as such shares are owned by its clients, inclusive of 20,000 shares owned by Mr. Mueller's wife, Gisela Mueller. (2) Such amount includes: (i) an aggregate of 828,400 shares owned by WGI's clients, inclusive of 20,000 shares owned by Mr. Mueller's wife, Gisela Mueller, over which Mr. Mueller has discretionary authority to dispose of such shares; (ii) 42,300 shares owned by Mr. Mueller and Ellenor Mueller as joint custodians for their son, Marc Mueller; and (iii) 10,500 shares owned by Mr. Mueller as guardian for Zachary Mueller, Mr. Mueller's grandson. Pursuant to Rule 13d-4, Mr. Mueller disclaims beneficial ownership to the shares listed in (i) - (iii) of this note (2). (3) Such amount includes: (i) 10,500 shares owned by Mr. Mueller as guardian for Zachary Mueller, Mr. Mueller's grandson; and (ii) 1,125,000 shares issuable upon exercise of immediately exercisable warrants, at an exercise price of $.20 per share. (4) Such amount includes: (i) 42,300 shares owned by Mr. Mueller and Ellenor Mueller as joint custodians for their son, Marc Mueller; and (ii) 16,000 shares owned jointly with Mr. Mueller's wife, Gisela Mueller. (5) Such amount includes: (i) 10,500 shares owned by Mr. Mueller as guardian for Zachary Mueller, Mr. Mueller's grandson; and (ii) 1,125,000 shares issuable upon exercise of immediately exercisable warrants, at an exercise price of $.20 per share. (6) Such amount includes an aggregate of 828,400 shares owned by Mr. Mueller's clients, inclusive of 20,000 shares owned by Mr. Mueller's wife, Gisela Mueller. (7) Such amount includes: (i) 42,300 shares owned by Mr. Mueller and Ellenor Mueller as joint custodians for their son Marc Mueller; and (ii) 16,000 shares owned jointly with Gisela Mueller. 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 A. [X ] B. [__]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON The Reporting Persons have no knowledge if any one person, other than the Reporting Persons, has more than five percent interest in the Company's Common Stock. -------------------------- ------------------------ CUSIP NO. 916 901 309 13G/A PAGE 4 OF 5 PAGES -------------------------- ------------------------ ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable ITEM 10. CERTIFICATION By signing below I certify that, to the best of my 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 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 6, 2004 -------------------------------- THE WINCHESTER GROUP, INC. By: /s/ CLARE NOLAN ------------------------------ Name: Clare Nolan Title: Corporate Secretary /s/ RUDOLF J. MUELLER ------------------------------ Rudolf J. Mueller