UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
PANHANDLE ROYALTY COMPANY
(Name of Issuer)
CLASS A COMMON STOCK (VOTING) - $0.0333 PAR VALUE
(Title of Class of Securities)
698477 10 6
(CUSIP Number)
DECEMBER 31, 2001
(Date of Event Which Requires Filing of This Statement)
Rory A. Greiss, Esq.
Kaye Scholer LLP
425 Park Avenue
New York, New York 10022
(212) 836-8261
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
SCHEDULE 13G
CUSIP No. 698477 10 6 Page 2 of 9 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSON
The Ravenswood Investment Company, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
11-2474002
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES - 0 -
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 89,912
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING - 0 -
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 89,912
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
89,912
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13G
CUSIP No. 698477 10 6 Page 3 of 9 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSON
Robotti & Company, Incorporated
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
11-2627501
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES - 0 -
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 27,012
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING - 0 -
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 27,012
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
27,012
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
CO, BD, IA
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13G
CUSIP No. 698477 10 6 Page 4 of 9 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSON
Robert E. Robotti
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES - 0 -
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 116,924
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING - 0 -
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 116,924
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
116,924
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13G
ITEM 1(a). NAME OF ISSUER.
Panhandle Royalty Company
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Grand Centre Suite 210
5400 N. Grand Boulevard
Oklahoma City, OK 73112
ITEM 2(a). NAME OF PERSONS FILING:
This statement is filed by:
(i) The Ravenswood Investment Company, L.P., a New York
limited partnership ("Ravenswood");
(ii) Robotti & Company, Incorporated, a New York
corporation ("Robotti & Company"); and
(iii) Robert E. Robotti, a United States citizen
("Robotti")
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Robotti & Company, Incorporated
52 Vanderbilt Avenue,
Suite 503
New York, New York 10017
ITEM 2(c). CITIZENSHIP:
See Item 2(a)
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Class A Common Stock (voting) - $0.0333 par value
ITEM 2(e). CUSIP NUMBER:
698477 10 6
Page 5 of 9 Pages
SCHEDULE 13G
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
(a) [X] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [X] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company
Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
ITEM 4. OWNERSHIP:
(a) Robert E. Robotti shares beneficial ownership of 116,924 shares of
the Security through the following:
- his ownership of Robotti & Company, a broker-dealer
registered under Section 15 of the Securities
Exchange Act of 1934 and an investment advisor in
accordance with Rule 13d-1(b)(1)(ii)(E), by virtue
of the investment discretion Robotti & Company has
over the accounts of its brokerage customers and
advisory clients, which hold an aggregate of 12,611
shares of the Security; and
- his ownership of Robotti & Company, which directly
owns 7,801 shares of the Security; and
- the IRA of his wife, Suzanne Robotti, which holds
4,500 shares of the Security with Robotti & Company;
and
Page 6 of 9 Pages
SCHEDULE 13G
- the IRA of his father, Edward Robotti, which holds
2,100 shares of the Security with Robotti & Company;
and his position as General Partner of Ravenswood,
which owns 89,912 shares of the Security.
(b) The amount of shares of the Security beneficially owned by Robert
E. Robotti is 5.7% of the total outstanding shares of the Security.
(c) (i) Mr. Robotti does not have the sole power to vote or direct the
vote of any of the shares of the Security.
(ii) Mr. Robotti shares the power to vote or direct the vote of the
shares of the Security as follows:
- he shares with Robotti & Company the power to vote or
direct the vote of 20,412 shares of the Security; and
- he shares with Suzanne Robotti the power to vote or
direct the vote of 4,500 shares of the Security; and
- he shares with Edward Robotti the power to vote or
direct the vote of 2,100 shares of the Security; and
- he shares with the other General Partner of
Ravenswood the power to vote or direct the vote of
89,912 shares of the Security.
(iii) Mr. Robotti does not have the sole power to dispose or to
direct the disposition of any of the shares of the Security.
(iv) Mr. Robotti shares the power to dispose or to direct the
disposition of the shares of the Security as follows:
- he shares with Robotti & Company the power to dispose
or to direct the disposition of 20,412 shares of the
Security; and
- he shares with Suzanne Robotti the power to dispose
or to direct the disposition of 4,500 shares of the
Security; and
- he shares with Edward Robotti the power to dispose or
to direct the disposition of 2,100 shares of the
Security; and
- he shares with the other General Partner of
Ravenswood the power to dispose or to direct the
disposition of 89,912 shares of the Security.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
Page 7 of 9 Pages
SCHEDULE 13G
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON.
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. CERTIFICATIONS.
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.
Page 8 of 9 Pages
SCHEDULE 13G
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.
Dated: February 4, 2002
The Ravenswood Investment Company, L.P.
By: /s/ ROBERT E. ROBOTTI
------------------------------
Name: Robert E. Robotti
Title: General Partner
Robotti & Company, Incorporated
By: /s/ ROBERT E. ROBOTTI
------------------------------
Name: Robert E. Robotti
Title: President and Treasurer
By: /s/ ROBERT E. ROBOTTI
------------------------------
Robert E. Robotti
Page 9 of 9 Pages