13D Filing: Wynnefield Partners and Layne Christensen Co (LAYN)

Page 10 of 15 SEC Filing

 

 

Item 1. Security and Issuer.

This Statement of Beneficial
Ownership on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, $0.01 par value per share (the
“Common Stock”) of Layne Christensen Company, a Delaware corporation (the “Issuer”). The Issuer maintains
its principal executive office at 1800 Hughes Landing Boulevard, Ste. 700, The Woodlands, TX 77380.

Item 2. Identity and Background.

This Schedule 13D is filed by the Wynnefield
Reporting Persons.

(a), (b), (c) and (f).
The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”),
Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield
Offshore”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Nelson
Obus and Joshua H. Landes. The Wynnefield Reporting Persons that are entities are each separate and distinct entities with different
beneficial owners (whether designated as limited partners or stockholders).

WCM, a New York limited
liability company, is the general partner of Wynnefield Partners I and Wynnefield Partners, each a private investment company organized
as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua H. Landes are the managing members of WCM
and the principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized
under the laws of the Cayman Islands. Messrs. Obus and Landes are citizens of the United States of America.

The business address
of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, New York 10123.

(d) and (e). During
the last five years, none of the Wynnefield Reporting Persons had been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or
Other Consideration.

The securities reported
in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately
$10,269,574.00 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the
Wynnefield Reporting Persons who directly beneficially own such securities.