UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Global Power Equipment Group Inc.
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(Name of issuer)
Common Stock
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(Title of class of securities)
37941P108
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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)
[] Rule 13d-1 (c)
[X] Rule 13d-1 (d)
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CUSIP No. 37941P108 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harvest Associates III, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b)
|-|--------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 5 SOLE VOTING POWER
0
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BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 8,591,463*
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EACH SOLE DISPOSITIVE POWER
REPORTING 7 0
------ --------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 8,591,463*
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,591,463
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.2%*
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12 TYPE OF REPORTING PERSON
CO
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* Includes 7,560,812 shares owned of record by Harvest Partners III, L.P. and
1,030,651 shares owned of record by Harvest Partners III, GbR. Harvest
Associates III, L.L.C. is the general partner of Harvest Partners III, L.P. and
the sole administrator of Harvest Partners III, GbR and, as a result, is deemed
to share beneficial ownership of such shares.
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CUSIP No. 37941P108 13G Page 3 of 7 Pages
--------------------------------- ---------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harvest Partners III, L.P.
-------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b)
|-|
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------- ------ --------------------------------------------
NUMBER OF SHARES 5 SOLE VOTING POWER
0
------ --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 7,560,812
------ --------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 0
------ --------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 7,560,812
-------- -----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,560,812
-------- -----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|
-------- -----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.0%
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12 TYPE OF REPORTING PERSON
PN
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PAGE>
Item 1(a). Name of Issuer:
Global Power Equipment Group Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the Issuer's principal executive offices is 6120 South Yale
Suite 1480, Tulsa, OK 74136.
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Harvest Associates III, L.L.C., a
private investment fund organized as a limited liability company under the laws
of the State of Delaware ("Harvest LLC"), and Harvest Partners III, L.P., a
private investment fund organized as a limited partnership under the laws of the
State of Delaware ("Harvest LP" and, together with Harvest LLC, the "Reporting
Persons").
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal place of business of each Reporting Person is 280 Park
Avenue, New York, NY 10017.
Item 2(c). Citizenship:
The citizenship of the Reporting Persons is set forth on the applicable
cover page.
Item 2(d). Title of Class of Securities:
The title of the securities is common stock (the "Common Stock").
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on each cover page.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act;
(b) |_| Bank as defined in section 3(a)(6) of the Act;
(c) |_| Insurance Company as defined in section 3(a)(19) of the Act;
(d) |_| Investment Company registered under section 8 of the
Investment Company Act of 1940;
(e) |_| 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);
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(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 of 1940;
(j) |_| Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1 (c), check this box.|_|
Item 4. Ownership.
(a) Amount beneficially owned:
Each of the Reporting Persons beneficially owns the amount of the
Common Stock as set forth on the applicable cover page.
(b) Percent of class:
Each of the Reporting Persons beneficially owns the percentage of the
Common Stock as set forth on the applicable cover page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
The Reporting Persons have the sole power to vote or direct the vote
of the Common Stock as set forth on the applicable cover page.
(ii) shared power to vote or to direct the vote:
The Reporting Persons share the power to vote or direct the vote of
the Common Stock as set forth on the applicable cover page.
(iii) sole power to dispose or to direct the disposition of:
The Reporting Persons have the sole power to vote or direct the vote
of the Common Stock as set forth on the applicable cover page
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(iv) shared power to dispose or to direct the disposition of:
The Reporting Persons share the power to dispose or direct the
disposition of the Common Stock as set forth on the applicable cover page.
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.
Included in the figures reported on the cover pages for Harvest LLC are
1,030,651 shares of Common Stock held by the Harvest Partners III, GbR, a
private investment fund organized as a limited liability partnership under the
laws of Germany ("Harvest GbR"), for which Harvest LLC is the sole
administrator.
Harvest LLC may be deemed to beneficially own indirectly all of the
reported shares of Common Stock as a result of its being the general partner of
Harvest LP and the sole administrator of Harvest GbR.
Harvest LLC has six members, each of whom has equal voting rights in
Harvest LLC. The six members are Stephen Eisenstein, Ira Kleinman, Harvey
Wertheim, Harvey Mallement, William Kane and Thomas Arenz. Each of Messrs.
Eisenstein, Kleinman, Wertheim, Mallement, Kane and Arenz disclaims beneficial
ownership of the shares of Common Stock beneficially owned by Harvest LLC,
Harvest LP and Harvest GbR.
Harvest Partners, Inc., which is controlled by Messrs. Wertheim and
Mallement, provides management services for Harvest LLC in connection with
Harvest LP and Harvest GbR and may be deemed to share beneficial ownership of
the shares of Common Stock owned by Harvest LP and Harvest GbR. Harvest
Partners, Inc. and each of Messrs. Wertheim and Mallement disclaims beneficial
ownership of the shares of Common Stock which Harvest LLC may be deemed to share
beneficial ownership.
The Reporting Persons agree that this Schedule 13G/A is being filed on
behalf of each of Harvest LLC and Harvest LP.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
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Not applicable.
Item 10. Certification.
Not applicable.
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SIGNATURE
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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 14, 2006
HARVEST ASSOCIATES III, L.L.C.
By: /s/ Harvey Mallement
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Name: Harvey Mallement
Title: Managing General Partner
HARVEST PARTNERS III, L.P.
By: HARVEST ASSOCIATES III, L.L.C.,
as general partner
By: /s/ Harvey Mallement
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Name: Harvey Mallement
Title: Managing General Partner