SC 13G/A 1 nangb3.txt SCHEDULE 13G AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Nanophase Technologies Corporation ----------------------------------------- (Name of Issuer) Common Stock, $.01 par value ----------------------------------------- (Title of Class Securities) 630079101 ----------------------------------------- (CUSIP Number) December 31, 2002 ----------------------------------------- (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) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *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). SCHEDULE 13G/A CUSIP NO. 630079101 PAGE 2 OF 7 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Grace Brothers, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) (a)/X/ (b)/ / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois Limited Partnership 5 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,948,593 SHARES EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 8 SHARED DISPOSITIVE POWER 1,948,593 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,948,593 SHARES 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.9% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN SCHEDULE 13G/A CUSIP NO. 630079101 PAGE 3 OF 7 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Grace Investments, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) (a)/X/ (b)/ / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois Limited Partnership 5 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,069,750 SHARES EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 8 SHARED DISPOSITIVE POWER 1,069,750 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,069,750 SHARES 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN SCHEDULE 13G/A CUSIP NO. 630079101 PAGE 4 OF 7 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bradford T. Whitmore 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) (a)/X/ (b)/ / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 451,286 SHARES SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 3,018,343 SHARES EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 451,286 SHARES WITH 8 SHARED DISPOSITIVE POWER 3,018,343 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,469,629 SHARES 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN SCHEDULE 13G/A CUSIP NO. 630079101 PAGE 5 OF 7 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Spurgeon Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) (a)/X/ (b)/ / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois Corporation 5 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 3,018,343 SHARES EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 8 SHARED DISPOSITIVE POWER 3,018,343 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,018,343 SHARES 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.98% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO Page 6 of 7 Pages Item 1. (a) Name of Issuer Nanophase Technologies Corporation (b) Address of Issuer's Principal Executive Offices 453 Commerce St., Burr Ridge, IL 60521 Item 2. (a) Name of Person Filing The statement is filed by Grace Brothers, Ltd., an Illinois limited partnership ("Grace") and Grace Investments, Ltd., an Illinois limited partnership ("Grace Investments"). Bradford T. Whitmore ("Whitmore") and Spurgeon Corporation ("Spurgeon") are the general partners of Grace and Grace Investments. (b) Address of Principal Business Office or, if none, Residence The business address of Grace, Grace Investments and Whitmore is 1560 Sherman Avenue, Suite 900, Evanston, Illinois 60201. The business of Spurgeon is 290 South County Farm Road, Third Floor, Wheaton, Illinois 60187. (c) Citizenship United States (d) Title of Class of Securities Common Stock, $.01 par value (e) CUSIP Number 630079101 Item 3. Not Applicable Item 4. Ownership (a) Amount beneficially owned 3,469,629 (b) Percent of class 22.9% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote Whitmore: 451,286 shares (ii) Shared power to vote or to direct the vote Grace: 1,948,593 shares (with Whitmore and Spurgeon) Grace Investments: 1,069,750 shares (with Whitmore and Spurgeon) Whitmore: 3,469,629 shares (with Grace, Grace Investments and Spurgeon) Spurgeon: 3,018,343 shares (with Grace, Grace Investments and Whitmore) Page 7 of 7 Pages (iii) Sole power to dispose or to direct the disposition of Whitmore: 451,286 shares (iv) Shared power to dispose or to direct the disposition of Grace: 1,948,593 shares (with Whitmore and Spurgeon) Grace Investments: 1,069,750 shares (with Whitmore and Spurgeon) Whitmore: 3,469,629 shares (with Grace, Grace Investments and Spurgeon) Spurgeon: 3,018,343 shares (with Grace, Grace Investments and Whitmore) Item 5. Ownership of Five Percent or Less of a Class Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Reporting person is not a parent holding company. Item 8. Identification and Classification of Members of the Group Reporting person is not a member of a group. Item 9. Notice of Dissolution of Group Reporting person is not filing notice of dissolution of a group. Item 10. Certification By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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 its knowledge and Belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: February 11, 2003 Grace Brothers, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner Grace Investments, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner Bradford T. Whitmore By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Spurgeon Corporation By: /s/ David Allen Name: David Allen Its: Vice President