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SC 13D/A
 

UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Twin Disc, Incorporated
 
(Name of Issuer)
Common Stock, No Par Value
 
(Title of Class of Securities)
901476101
 
(CUSIP Number)
Ephraim Fields, Managing Member
Clarus Capital Group Management LP
237 Park Ave., Suite 900
New York, NY 10017
(212)-808-7330
 
(Name, address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 18, 2007
 
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*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 remained 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).

 

                     
CUSIP No.
  
901476101 
   Page  
2 
   of   
7 

 

           
1   NAMES OF REPORTING PERSONS

CLARUS CAPITAL GROUP MANAGEMENT LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  DELAWARE
       
  7   SOLE VOTING POWER
     
NUMBER OF   See Item 13
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   See Item 13
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   See Item 13
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  See Item 13
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  Five percent or less
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IA, PN

 

                     
CUSIP No.
  
901476101 
   Page  
3 
   of   
8 

 

           
1   NAMES OF REPORTING PERSONS

EPHRAIM FIELDS
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  UNITED STATES
       
  7   SOLE VOTING POWER
     
NUMBER OF   See Item 13 (1)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   See Item 13
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   See Item 13 (1)
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  See Item 13 (1)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  Five percent or less
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) The general partner to Clarus Capital Group Management LP is Clarus Capital Management, LLC. Ephraim Fields is the managing member of Clarus Capital Management, LLC and as such controls Clarus Capital Group Management LP. As such, Mr. Fields may be deemed to have beneficial ownership of the shares of Common Stock held by the clients of Clarus Capital Group Management LP.

 

ITEM 1. SECURITY AND ISSUER
     This Amendment No. 2 to the statement on Schedule 13D (“Statement”) relates to the common stock, no par value (“Common Stock”), of Twin Disc Incorporated, a Wisconsin corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1328 Racine Street, Racine, Wisconsin 53403. This Amendment No. 2 to Schedule 13D is filed to report beneficial ownership of five percent or less of the Issuer’s Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
     The percentages referenced in this Item 5 are based on the Form 10-K filed by the Issuer on September 13, 2007, which stated that, as of August 31, 2007, there were 5,696,437 shares of Common Stock outstanding.
     (a) See Item 5(e).
     (b) See Item 5(e).
     (c) See Appendix A for a description of transactions occurring in the last sixty days.
     (d) Not applicable.
     (e) On October 18, 2007, the Reporting Persons ceased to beneficially own greater than five percent of the Issuer’s Common Stock.
SIGNATURES
     After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 22, 2007
         
  CLARUS CAPITAL GROUP MANAGEMENT LP
 		  
  By:   /s/ Ephraim Fields    
    Name:   Ephraim Fields   
    Title:   Managing Member   
 
         
  EPHRAIM FIELDS
 		  
  By:   /s/ Ephraim Fields    
       
       
 

 

 

APPENDIX A
     On October 18, 2007, the Reporting Persons sold at $58.87 (after commission)per share a sufficient number of shares of the Issuer’s Common Stock to reduce its beneficial ownership to five percent or less.