UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO.2)*
Universal Stainless & Alloy Products, Inc.
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(Name of Issuer)
Common Stock, par value $.001
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(Title of Class of Securities)
913837100
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(CUSIP Number)
December 31, 2005
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(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).
(Continued on the Following Pages)
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
161,255
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
161,255
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
161,255
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners Offshore, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
212,214
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
212,214
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,214
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Group, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
373,469
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
373,469
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
373,469
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
373,469
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
373,469
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
373,469
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LCG Holdings, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
161,255
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
161,255
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
161,255
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christian Leone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
373,469
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
373,469
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
373,469
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed pursuant to Rule 13d-2(b) promulgated under the
Securities Exchange Act of 1934, as amended, with respect to the shares of
common stock (the "Common Stock") of Universal Stainless & Alloy Products, Inc.
(the "Issuer") beneficially owned by the Reporting Persons identified below as
of December 31, 2005, and amends and supplements the Schedule 13G originally
filed December 22, 2004, as amended (collectively, the "Schedule 13G"). Except
as set forth herein, the Schedule 13G is unmodified.
The names of the persons filing this statement on Schedule 13G are (the
"Reporting Persons"):
- Luxor Capital Partners, LP, a Delaware limited partnership ("Onshore
Fund").
- Luxor Capital Partners Offshore, Ltd., a Cayman Island exempted company
("Offshore Fund").
- Luxor Capital Group, LP, a Delaware limited partnership ("Luxor Capital
Group").
- Luxor Management, LLC, a Delaware limited liability company ("Luxor
Management").
- LCG Holdings, LLC, a Delaware limited liability company ("LCG Holdings").
- Christian Leone, a United States Citizen ("Mr. Leone").
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of each of the Onshore Fund, Luxor Capital Group,
Luxor Management, LCG Holdings and Mr. Leone is 767 Fifth Avenue, 19th Floor,
New York, New York 10153.
The business address of the Offshore Fund is c/o M&C Corporate Services
Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand
Cayman Islands.
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
(i) The Onshore Fund beneficially owns 161,255 shares of Common Stock.
(ii) The Offshore Fund beneficially owns 212,214 shares of Common
Stock.
(iii) Luxor Capital Group, as the investment manager of the Onshore
Fund and the Offshore Fund, may be deemed to beneficially own the
373,469 shares of Common Stock held by them.
(iv) Luxor Management and Mr. Leone may each be deemed to be the
beneficial owners of the shares of Common Stock beneficially owned by
Luxor Capital Group.
(v) LCG Holdings may be deemed to be the beneficial owner of the
shares of Common Stock held by the Onshore Fund.
(vi) Mr. Leone may be deemed to be the beneficial owner of the shares
of Common Stock beneficially owned by LCG Holdings.
(vii) Collectively, the Reporting Persons beneficially own 373,469
shares of Common Stock.
(b) Percent of Class:
(i) The Onshore Fund's beneficial ownership of 161,255 shares
of Common Stock represents 2.5% of all of the outstanding
shares of Common Stock.
(ii) The Offshore Fund's beneficial ownership of 212,214
shares of Common Stock represents 3.3% of all of the
outstanding shares of Common Stock.
(iii) LCG Holdings' beneficial ownership of the 161,255 shares
of Common Stock represents 2.5% of all of the outstanding
shares of Common Stock.
(iv) Luxor Capital Group's, Luxor Management's and Mr. Leone's
beneficial ownership of 373,469 shares of Common Stock
represents 5.8% of all of the outstanding shares of Common
Stock.
(v) Collectively, the Reporting Persons' beneficial ownership
of 373,469 shares of Common Stock represents 5.8% of all of
the outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote of shares of Common
Stock:
The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor
Management and Mr. Leone have shared power to vote or direct
the vote of the 161,255 shares of Common Stock held by the
Onshore Fund.
The Offshore Fund, Luxor Capital Group, Luxor Management and
Mr. Leone have shared power to vote or direct the vote of
the 212,214 shares of Common Stock held by the Offshore
Fund.
(iii) Sole power to dispose or to direct the disposition of shares of
Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of shares
of Common Stock:
The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor
Management and Mr. Leone have shared power to dispose or
direct the disposition of the 161,255 shares of Common Stock
beneficially held by the Onshore Fund.
The Offshore Fund, Luxor Capital Group, Luxor Management and
Mr. Leone have shared power to dispose or direct the
disposition of the 212,214 shares of Common Stock held by
the Offshore Fund.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
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 14, 2006
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Elena Cimador
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Elena Cimador,
CFO
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: /s/ Elena Cimador
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Elena Cimador,
CFO
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LCG HOLDINGS, LLC
By: /s/ Elena Cimador
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Elena Cimador,
CFO
LUXOR MANAGEMENT, LLC
By: /s/ Elena Cimador
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Elena Cimador,
CFO
Elena Cimador
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Elena Cimador, as power of
Attorney for Christian Leone