SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
RISK GEORGE INDUSTRIES, INC.
(NAME OF ISSUER)
Common Stock no par value
(TITLE OF CLASS OF SECURITIES)
0000084112
(CUSIP NUMBER)
Paul D. Sonkin
Hummingbird Management, LLC
(f/k/a Morningside Value Investors, LLC)
153 East 53rd Street, 55th Floor
New York, New York 10022
212-521-0975
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
July 20, 2004
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*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 following pages)
(Page 1 of 6 pages)
CUSIP No. 0000084112 13D Page 2 of 6 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC)
IRS No. 13-4082842
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2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER 270,147
SHARES
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BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER 270,147
REPORTING
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PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,147
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.0%
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14. TYPE OF REPORTING PERSON*
OO
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(Page 2 of 6 Pages)
CUSIP No. 0000084112 13D Page 3 of 6 Pages
ITEM 1 SECURITY AND ISSUER
Title of Class of Securities
Common stock (the "Shares")
Name and Address of Issuer
RISK GEORGE INDUSTRIES, Inc. (the "Company" or the "Issuer")
802 S. Elm St.
Kimball, NE 69145
ITEM 2 IDENTITY AND BACKGROUND
This statement is being filed by Hummingbird Management, LLC (f/k/a
Morningside Value Investors, LLC), a Delaware limited liability
company("Hummingbird"), whose principal business and principal office
address is 153 East 53rd Street,55th Floor, New York, New York 10022.
Hummingbird acts as investment manager to The Hummingbird Value Fund,
L.P. ("HVF") and to The Hummingbird Microcap Value Fund, L.P.
(the "Microcap Fund") and has the sole investment discretion and voting
authority with respect to the investments owned of record by each of HVF
and Microcap Fund. Accordingly, Hummingbird may be deemed for purposes of
Rule 13d-3 of the Securities and Exchange Act of 1934, as amended
("Rule 13d-3"), to be the beneficial owner of the Shares owned by HVF
and Microcap Fund. The managing member of Hummingbird is Paul Sonkin.
Mr. Sonkin is also the managing member of Hummingbird Capital, LLC
(f/k/a Morningside Capital, LLC) ("HC"), the general partner of HVF
and Microcap Fund.
Both HVF and Microcap Fund are Delaware limited partnerships whose
principal business and principal office address is 153 East 53rd Street,55th
Floor, New York, New York 10022 and whose principal business is investing in
securities in order to achieve its investment objectives. Mr. Sonkin is a
citizen of the United States and HC is a Delaware limited liability company.
The principal business and principal office address of both Mr. Sonkin and
HC is 153 East 53rd Street, 55th Floor, New York, New York 10022.
During the past five years none of Hummingbird, HVF, Microcap Fund,
Mr. Sonkin or HC has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which any of the foregoing 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.
(Page 3 of 6 Pages)
CUSIP No. 0000084112 13D Page 4 of 6 Pages
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of July 22, 2004, Hummingbird has caused each of HVF and
Microcap Fund to invest approximately $603,273 and $335,992, respectively,
in the Shares of the Issuer using their respective working capital.
ITEM 4 PURPOSE OF TRANSACTION
The Shares were acquired for investment purposes. However, the
Reporting Persons may hold talks or discussions with various parties,
including, but not limited to, the Issuer's management, its board of
directors and other shareholders on a variety of possible subjects regarding
ways to increase shareholder value. Some of the suggestions Hummingbird might
make may affect control of the Issuer and/or may relate to the following:
the merger, acquisition or liquidation of the Issuer, the sale or transfer
of the assets of the Issuer, a change in the board of directors or the
management of the Issuer, a change in the present capitalization or dividend
policy of the Issuer or a change in the Issuer's charter or by-laws.
The Reporting Persons intend to pay close attention to developments at
and pertaining to the Issuer, and, subject to market conditions and
other factors deemed relevant by the Reporting Persons, the Reporting
Persons may, directly or indirectly, purchase additional Shares of the
Issuer or dispose of some or such Shares in open-market transaction or
privately negotiated transactions.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As the holder of sole voting and investment authority over
the Shares owned by HVF and the Microcap Fund, Hummingbird may be deemed, for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
to be the beneficial owner of the aggregate amount of 270,147 Shares
representing approximately 5.0% of the outstanding shares of the Issuer
(based upon 5,402,528 shares outstanding as of March 16, 2004, as reported
on the latest Definitive Schedule 10-QSB of the Issuer). Hummingbird disclaims
any economic interest or beneficial ownership of the Shares covered by this
Statement.
Mr. Sonkin is the managing member and control person of Hummingbird,
and for purposes of Rule 13d-3 may be deemed the beneficial owner of such
Shares deemed to be beneficially owned by Hummingbird. Thus, Mr. Sonkin may be
deemed, for purposes of Rule 13d-3, to be the beneficial owner of 270,147
shares representing approximately 5.0% of the outstanding shares of the Issuer
(based upon 5,402,528 shares outstanding as of March 16, 2004, as reported
on the latest Definitive Schedule 10-QSB of the Issuer). Hummingbird disclaims
any economic interest or beneficial ownership of the Shares covered by this
Statement.
(Page 4 of 6 Pages)
CUSIP No. 0000084112 13D Page 5 of 6 Pages
(c) Hummingbird caused HVF to effect transactions in the Shares during
the past 60 days as set forth below:
AMOUNT OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
5/24/04 open market purchase 3,000 5.400
5/25/04 open market purchase 2,000 5.400
5/26/04 open market purchase 2,700 5.400
6/3/04 open market purchase 500 5.250
6/7/04 open market purchase 1,000 5.250
6/8/04 open market purchase 1,500 5.250
6/18/04 open market purchase 2,500 5.250
6/21/04 open market purchase 2,000 5.273
6/22/04 open market purchase 10,000 5.135
6/23/04 open market purchase 500 5.050
6/23/04 open market purchase 500 5.010
7/7/04 open market purchase 2,880 5.100
7/8/04 open market purchase 1,000 5.100
7/20/04 open market purchase 4,000 5.140
(Page 5 of 6 Pages)
CUSIP No. 0000084112 13D Page 6 of 6 Pages
Hummingbird caused the Microcap Fund to effect transactions
in the Shares during the past 60 days as set forth below:
AMOUNT OF
DATE TYPE SHARES PRICE/SHARE
---- ---- ------ -----------
6/3/04 open market purchase 500 5.250
6/21/04 open market purchase 1,500 5.273
6/22/04 open market purchase 7,268 5.137
7/7/04 open market purchase 2,500 5.100
7/8/04 open market purchase 1,000 5.100
7/20/04 open market purchase 4,000 5.140
(d) Inapplicable.
(e) Inapplicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not applicable
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Dated: July 23, 2004
HUMMINGBIRD MANAGEMENT, LLC
By: /s/ Paul D. Sonkin
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Name: Paul D. Sonkin
Title: Managing Member