| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LAYNE CHRISTENSEN CO [ LAYN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 09/14/2005 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.01 par value per share | 05/23/2005 | J(1) | 50,000 | D | $15.02 | 319,406(2) | I | By Wynnefield Partners Small Cap Value, L.P. I(3) | ||
| Common Stock, $0.01 par value per share | 05/23/2005 | J(1) | 43,700 | D | $15.02 | 264,958(4) | I | By Wynnefield Partners Small Cap Value, L.P.(5) | ||
| Common Stock, $0.01 par value per share | 05/23/2005 | J(1) | 93,700 | A | $15.02 | 272,700(6) | I | By Wynnefield Small Cap Value Offshore Fund, Ltd.(7) | ||
| Common Stock, $0.01 par value per share | 09/12/2005 | S | 34,300 | D | $25.7452 | 230,658 | I | By Wynnefield Partners Small Cap Value, L.P.(5) | ||
| Common Stock, $0.01 par value per share | 280 | I | By Channel Partnership II, L.P.(8) | |||||||
| Common Stock, $0.01 par value per share | 10,000 | I | By Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan(9) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. This amendment to the Form 4 previously filed by the Reporting Person is being filed to correct the description of the transactions that occurred on May 23, 2005. On May 23, 2005, Wynnefield Small Cap Value Offshore Fund, Ltd., a Cayman Islands company (the "Fund"), over which Mr. Obus has shared power to vote and dispose of the reported securities owned by the Fund, acquired the reported securities at the same price and in the same aggregate quantity that other affiliates of Mr. Obus disposed of the reported securities, which represented a mere transfer between Mr. Obus' affiliates and was a reallocation of the reported securities among such affiliates of Mr. Obus, and therefore was not a purchase or sale, as applicable, of the reported securities for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended. |
| 2. Reflects the number of securities beneficially owned by the Reporting Person after giving effect to the transactions reported herein regarding the reported securities and held by Wynnefield Partners Small Cap Value, L.P. I, a Delaware limited partnership ("Partners I"), an affiliate of Mr. Obus. |
| 3. The reported securities are owned by Partners I. Wynnefield Capital Management, LLC, a New York limited liability company ("Capital LLC"), is the sole general partner of Partners I. Mr. Obus is a co-managing member of Capital LLC, and by virtue of his positions with Capital LLC and Partners I, Mr. Obus has the shared power to vote and dispose of the reported securities owned by Partners I. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 4. Reflects the number of securities beneficially owned by the Reporting Person after giving effect to the transactions reported herein regarding the reported securities and held by Wynnefield Partners Small Cap Value, L.P., a Delaware limited partnership ("Partners L.P."), an affiliate of Mr. Obus. |
| 5. The reported securities are owned by Partners L.P. Capital LLC is the sole general partner of Partners L.P. Mr. Obus is a co-managing member of Capital LLC, and by virtue of his positions with Capital LLC and Partners L.P., Mr. Obus has the shared power to vote and dispose of the reported securities owned by Partners L.P. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 6. Reflects the number of securities beneficially owned by the Reporting Person after giving effect to the transactions reported herein regarding the reported securities and held by the Fund, an affiliate of Mr. Obus. |
| 7. The reported securities are owned by the Fund. Wynnefield Capital, Inc., a Delaware corporation ("Capital Inc."), is the sole investment manager of the Fund. Mr. Obus is a co-principal executive officer of Capital Inc., and by virtue of his positions with Capital Inc. and the Fund, Mr. Obus has the shared power to vote and dispose of the reported securities owned by the Fund. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 8. The reported securities are owned by Channel Partnership II, L.P., a New York limited partnership ("Channel"). Mr. Obus is the general partner of Channel, and by virtue of his position with Channel, Mr. Obus has the power to vote and dispose of the reported securities owned by Channel. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 9. The reported securities are owned by Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan (the "Plan"). Mr. Obus has the authority to direct the voting and the disposition of the reported securities owned by the Plan. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| /s/ Nelson Obus | 09/20/2005 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||