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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 1*
SYPRIS SOLUTIONS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
871655 106
(CUSIP Number)
Jeffrey T. Gill
101 Bullitt Lane, Suite 450
Louisville, Kentucky 40222
(502) 329-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Voluntary Amendment
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e),(f) or (g), check the following
box. /__/
*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).
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CUSIP NO. - 871655 10 6
(1) Names of Reporting Persons. . . . . . Gill Family Capital Management,
Inc. (formerly known as
Jeffscottco, Inc.)
S.S. or I.R.S. Nos. of
Above Persons (entities only) . . . .61-1337592
(2) Check the Appropriate Box
if a Member of a Group
(See Instructions). . . . . . . . . . (a)
(b) X
(3) SEC Use Only. . . . . . . . . . . . .
(4) Source of Funds (See Instructions). . 00
(5) Check if Disclosure
of Legal Proceedings is
Required pursuant to
Items 2(d) or 2(e). . . . . . . . . .
(6) Citizenship or Place
of Organization. . . . . . . . . . . . U.S.
Number of Shares Beneficially
Owned by Each Reporting Person
With:
(7) Sole Voting Power. . . . . . . . 0
(8) Shared Voting Power. . . . . . . 3,274,666(1)
(9) Sole Dispositive Power . . . . . 0
(10) Shared Dispositive Power . . . . 3,274,666(1)
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person . . . .3,274,666(1)
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions). . . . . . .
(13) Percent of Class Represented
by Amount in Row (11) . . . . . . . . 18.8%
(14) Type of Reporting Person . . . . . . . CO
(1) See response to Item 5.
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CUSIP NO. - 871655 10 6
(1) Names of Reporting Persons. . . . . . GFP I, LP (successor by
merger with GFP, Ltd.)
S.S. or I.R.S. Nos. of
Above Persons (entities only) . . . .61-1337593
(2) Check the Appropriate Box
if a Member of a Group
(See Instructions). . . . . . . . . . (a)
(b) X
(3) SEC Use Only. . . . . . . . . . . . .
(4) Source of Funds (See Instructions). . 00
(5) Check if Disclosure
of Legal Proceedings is
Required pursuant to
Items 2(d) or 2(e). . . . . . . . . .
(6) Citizenship or Place
of Organization. . . . . . . . . . . . U.S.
Number of Shares Beneficially
Owned by Each Reporting Person
With:
(7) Sole Voting Power. . . . . . . . 0
(8) Shared Voting Power. . . . . . . 3,274,666(1)(2)
(9) Sole Dispositive Power . . . . . 0
(10) Shared Dispositive Power . . . . 3,274,666(1)(2)
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person . . . .3,274,666(1)(2)
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions). . . . . . .
(13) Percent of Class Represented
by Amount in Row (11) . . . . . . . . 18.8%
(14) Type of Reporting Person . . . . . . . PN (limited partnership)
(1) See response to Item 5.
(2) Power is exercised through its general partner, Gill Family Capital
Management, Inc.
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THIS AMENDMENT NO. 1 to the Schedule 13D dated December 28, 1998 (the
"Schedule 13D"), which was filed with the Securities and Exchange Commission by
the Reporting Persons and relates to the shares of common stock $.01 par value,
of Sypris Solutions, Inc., a Delaware corporation (the "Issuer"), is being filed
on a voluntary basis to amend the Schedule 13D to reflect updated holdings for
the Reporting Persons resulting from a public offering of 3,000,000 shares of
the Issuer's common stock which increased the outstanding securities of the
Issuer effective March 17, 2004, to update in Item 1 the address of the Issuer,
to update Items 2(a), (b) and (c) and to include in Item 7 the Limited
Partnership Agreement of GFP I, LP, a Delaware limited partnership which was the
successor by merger with GFP, Ltd., a Kentucky limited partnership. Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the same meanings as set forth in the Schedule 13D, as heretofore amended.
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, $.01 par value of the Issuer.
The Issuer's principal executive office is located at 101 Bullitt Lane,
Suite 450, Louisville, Kentucky 40222.
Item 2. Identity and Background.
(a) The reporting entities under this Form 13D are GFP I, LP, a
Delaware limited partnership ("GFP"), and Gill Family Capital Management, Inc.,
a Kentucky corporation and the general partner of GFP (the "Company"). GFP and
the Company are sometimes hereinafter referred to as the "Reporting Persons."
The Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that a group exists.
(b) The principal business of GFP is buying, selling, exchanging
or otherwise acquiring, holding, managing and investing in securities or other
businesses and investments. The principal business of the Company is to serve as
general partner of GFP. The address of GFP's and the Company's principal
business and principal office is 101 Bullitt Lane, Suite 450, Louisville,
Kentucky 40222.
(c) The name, business address, principal occupation or
employement of the general partner of GFP is set forth in the table below:
NAME AND OFFICES PRESENT PRINCIPAL
HELD WITH GFP BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
Gill Family Capital 101 Bullitt Lane, Suite 450 General Partner of GFP
Management, Inc. Louisville, Kentucky 40222
General Partner
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The name, business address, principal occupation or employement
of each director, executive officer and controlling person of the Company is set
forth in the table below:
NAME AND OFFICES
HELD WITH THE PRESENT OCCUPATION OR
COMPANY BUSINESS ADDRESS EMPLOYMENT
--------------- ---------------- ---------------------
Jeffrey T. Gill 101 Bullitt Lane, Suite 450 President, CEO and
Director, President Louisville, Kentucky Director of Sypris
and Treasurer 40222 Solutions, Inc.
R. Scott Gill 1209 North Astor Street Managing Broker, Coldwell
Director, President Chicago, Illinois Banker Residential Brokerage
and Secretary 60610 875 N. Michigan Avenue,
Suite 3500, Chicago, IL
60611; Director of Sypris
Solutions, Inc.
The above individuals are citizens of the United States. GFP is a
Delaware limited partnership. The Company is a Kentucky corporation. The sole
shareholders of the Company, Jeffrey T. Gill and R. Scott Gill, have made their
own filings pursuant to Regulation 13D under the Act concerning the shares of
the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) GFP
The aggregate number of shares of the Common Stock that GFP owns
beneficially, pursuant to Rule 13d-3 under the Act is 3,274,666, which
constitutes approximately 18.8% of the Common Stock deemed outstanding pursuant
to Rule 13d-3 under the Act.
THE COMPANY
Because of its position as the general partner of GFP, the
Company may be deemed to be the benefical owner of 3,274,666 shares of the
Common Stock, which constitutes approximately 18.8% of the Common Stock deemed
outstanding pursuant to Rule 13d-3 under the Act.
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(b) GFP
Acting through its sole general partner, GFP has the power to
vote or to direct the vote and to dispose or to direct the disposition of
3,274,666 shares of the Common Stock.
THE COMPANY
In its capacity as sole general partner of GFP, the Company has
the power to vote or to direct the vote and to dispose or to direct the
disposition of 3,274,666 shares of the Common Stock.
The Reporting Persons share, or may be deemed to share, the power to
vote or direct the disposition of such shares with the following persons, whose
business or residence addresses and principal occupations are as follows: (a)
Robert E. Gill, 253 Canton Avenue East, Winter Park, Florida 32789, Chairman of
the Board of Sypris Solutions, Inc., 101 Bullitt Lane, Suite 450, Louisville,
Kentucky 40222, a diversified provider of technology-based outsourced services
and specialty products; (b) Virginia G. Gill, 253 Canton Avenue East, Winter
Park, Florida 32789, homemaker; (c) R. Scott Gill, Managing Broker, Coldwell
Banker Residential Brokerage, 875 N. Michigan Avenue, Suite 3500, Chicago,
Illinois 60611; and (d) Jeffrey T. Gill, 101 Bullitt Lane, Suite 450,
Louisville, Kentuky 40222, President and Chief Executive Officer of the Issuer.
All of such persons are citizens of the United States, and none of such persons
have been convicted in or is a party to a proceeding described in Items 2(d) or
2(e).
(c) To the best knowledge of each of the Reporting Persons, none
of the persons named herein has effected any transactions in the shares of the
Common Stock in the past 60 days.
(d) No person other than the Reporting Persons has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock owned by them.
(c) The Reporting Persons have not effected transactions in the
Issuer's common stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 - Joint Filing Agreement*
Exhibit 99.2 - Limited Partnership Agreement of GFP I, LP.
*previously filed.
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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.
GILL FAMILY CAPITAL MANAGEMENT, INC.
/s/ Jeffrey T. Gill
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Jeffrey T. Gill, President of
Gill Family Capital Management, Inc.
Date: March 26, 2004
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.
GFP I, LP
/s/ Jeffrey T. Gill
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Jeffrey T. Gill, President of Gill
Family Capital Management, Inc.,
General Partner of GFP I, LP
Date: March 26, 2004
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