PHX Schedule13G/A#5 - Robert E. Robotti 12/31/2003


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

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, 2003

(Date of Event Which Requires Filing of this Statement)

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)

*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 the disclosures provided in a prior cover page.

The information required in 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

CUSIP No.

  698477 10 6

Page 2 of 10 Pages

 

1.

 

Names of Reporting Persons

 

Robert E. Robotti

 

 

I.R.S. Identification Nos. 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: -0-

Shares

 

Beneficially

 

6.

Shared Voting Power: 113,058

Owned by

 

Each

 

7.

Sole Dispositive Power: -0- 

Reporting

 

Person With

 

8.

Shared Dispositive Power: 113,058 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

113,058

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares* [  ]

 

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

5.4%

 

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

CUSIP No.

  698477 10 6

Page 3 of 10 Pages

 

1.

 

Names of Reporting Persons

 

Robotti & Company, LLC

 

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

65-1191188

 

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: -0-

Shares

 

Beneficially

 

6.

Shared Voting Power: 5,250

Owned by

 

Each

 

7.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

8.

Shared Dispositive Power: 5,250

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  5,250

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares* [  ]

 

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

  0.3%

 

12.

 

Type of Reporting Person*

 

 

CO, BD

 *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 10 Pages

 

1.

 

Names of Reporting Persons

 

Robotti & Company Advisors, LLC

 

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

65-1191184

 

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: -0-

Shares

 

Beneficially

 

6.

Shared Voting Power: 11,861

Owned by

 

Each

 

7.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

8.

Shared Dispositive Power: 11,861

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  11,861

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares* [  ]

 

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

0.6%

 

12.

 

Type of Reporting Person*

 

 

CO, 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 5 of 10 Pages

 

1.

 

Names of Reporting Persons

 

Robotti & Company, Incorporated

 

 

I.R.S. Identification Nos. 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: -0-

Shares

 

Beneficially

 

6.

Shared Voting Power: 1,335

Owned by

 

Each

 

7.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

8.

Shared Dispositive Power: 1,335

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  1,335

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares* [  ]

 

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

  0.1%

 

12.

 

Type of Reporting Person*

 

 

CO

 *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 6 of 10 Pages

 

1.

 

Names of Reporting Persons

 

The Ravenswood Investment Company, L.P.

 

 

I.R.S. Identification Nos. 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: -0-

Shares

 

Beneficially

 

6.

Shared Voting Power: 94,612

Owned by

 

Each

 

7.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

8.

Shared Dispositive Power: 94,612

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  94,612

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares* [  ]

 

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

  4.5%

 

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

Page 7 of 10 Pages

 Item 1(a).

Name Of Issuer:

Panhandle Royalty Company

Item 1(b).

Address of Issuer's Principal Executive Offices:

Grand Centre, Suite 210, 5400 North Grand Blvd., Oklahoma City, OK 73112

Item 2(a).

Name of Persons Filing:

This statement is filed by:

(i)

Robert E. Robotti ("Robotti"), a United States citizen; and

(ii)

Robotti & Company, LLC ("Robotti LLC"), a New York corporation

and broker-dealer; and

(iii)

Robotti & Company Advisors, LLC ("Robotti Advisors"), a New York

corporation and investment advisor; and

(iv)

Robotti & Company, Incorporated, a New York corporation; and

(v)

The Ravenswood Investment Company, L.P., a New York limited

partnership ("Ravenswood").

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 10017-3808

Item 2(c).

Citizenship:

See Item 2(a)

Item 2(d).

Title of Class of Securities:

Common Stock - $0.0333 Par Value ("Security")

Item 2(e).

CUSIP Number

698477 10 6

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 Act (15 U.S.C. 78o).

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15

U.S.C. 78c).

(d)

[  ]

Investment company registered under section 8 of the Investment

Company Act of 1940 (15 U.S.C. 80a-8).

(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 (12 U.S.C. 1813);

SCHEDULE 13G

Page 8 of 10 Pages

(i)

[  ]

A church plan that is excluded from the definition of an investment

company under section 3(c)(14) of the Investment Company Act of 1940

(15 U.S.C. 80a-3);

(j)

[  ]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership

(a)

Robert E. Robotti shares beneficial ownership of 113,058 shares of the Security

through the following:

his ownership of Robotti LLC, a broker-dealer registered under

Section 15 of the Securities Exchange Act of 1934, by virtue of the

investment discretion Robotti & Company has over its brokerage

customers, which holds an aggregate of 750 shares of the Security; and

his ownership of Robotti Advisors, an investment advisor in accordance

with Rule 13d-1(b)(1)(ii)(E), by virtue of the investment discretion

Robotti Advisors has over the accounts of its advisory clients, which

hold an aggregate of 11,861 shares of the Security; and

his ownership of Robotti & Company, which directly owns 1,335 shares

of the Security; and

the IRA of his wife, Suzanne Robotti, which holds 4,500 shares of the

Security with Robotti LLC; and

his position as Managing Member of Ravenswood Management Company,

L.L.C ("Ravenswood Management"), which serves as the General Partner

of Ravenswood.  Ravenswood owns 94,612 shares of the Security.

(b)

The amount of 113,058 shares of the Security beneficially owned by Robert E.

Robotti is 5.4% of the total outstanding shares of 2,089,101 Class A Common

Stock $0.0333 Par Value per share as per the Issuer's most recent 10-K dated

December 4, 2003.

(c)

(i)

Mr. Robotti does not have the sole power to vote or direct the vote of

any shares of the Security.

(ii)

Mr. Robotti shares the power to vote or direct the vote of 113,058 shares

of the Security through the following:

he shares with Robotti LLC and its brokerage customers the

power to vote or direct the vote of 750 shares of the Security; and

he shares with Robotti Advisors and its advisory clients, the power

to vote or direct the vote of 11,861 shares of the Security; and

he shares with Robotti & Company the power to vote or direct the

vote of 1,335 shares of the Security; and

he shares with his wife, Suzanne Robotti, the power to vote or

direct the vote of 4,500 shares of the Security; and

he shares with the other Managing Member of Ravenswood

Management, which serves as the General Partner of Ravenswood,

the power to vote or to direct the vote of 94,612 shares of the

Security.

(iii)

Mr. Robotti does not have sole power to dispose or to direct the

disposition of any shares of the Security.

SCHEDULE 13G

Page 9 of 10 Pages

(iv)

Mr. Robotti shares the power to dispose or to direct the disposition of

113,058 shares of the Security through the following:

he shares with Robotti LLC and its brokerage customers the power

to dispose or direct the disposition of 750 shares of the Security;

and

he shares with Robotti Advisors and its advisory clients, the power

to dispose or direct the disposition of 11,861 shares of the

Security; and

he shares with Robotti & Company the power to dispose or direct

the disposition of 1,335 shares of the Security; and

he shares with his wife, Suzanne Robotti, the power to dispose or

direct the disposition of 4,500 shares of the Security; and

he shares with the other Managing Member of Ravenswood

Management, which serves as the General Partner of Ravenswood,

the power to vote or to direct the vote of 94,612 shares of the

Security.

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.

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.

SCHEDULE 13G

Page 10 of 10 Pages

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.

Date: February 13, 2004

By:

/s/ Robert E. Robotti

Name: Robert E. Robotti

Robotti & Company, LLC

By:

/s/ Robert E. Robotti

Name: Robert E. Robotti

Title: President

Robotti & Company Advisors, LLC

By:

/s/ Robert E. Robotti

Name: Robert E. Robotti

Title: President

Robotti & Company, Incorporated

By:

/s/ Robert E. Robotti

Name: Robert E. Robotti

Title: President

The Ravenswood Investment Company, L.P.

By:

Ravenswood Management Company, L.L.C.

Title: General Partner

By:

/s/ Robert E. Robotti

Name: Robert E. Robotti

Title: Managing Member of Ravenswood

Management Company, L.L.C.