CUSIP 902974104 SCHEDULE 13G Page 1 of 10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO
RULE 13d-2(b)
(Amendment No. 2)
U S LIQUIDS INC.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
902974104
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(CUSIP Number)
December 31, 2002
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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:
[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).
CUSIP 902974104 SCHEDULE 13G Page 2 of 10
1 Name of Reporting Person WENTWORTH, HAUSER & VIOLICH
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization California, United States
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each Reporting Person 0
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11 Percent of Class Represented by Amount in Row 9 0.0%
12 Type of Reporting Person IA
CUSIP 902974104 SCHEDULE 13G Page 3 of 10
1 Name of Reporting Person LAIRD NORTON TRUST COMPANY
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization Washington, United States
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,214,400
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,214,400
9 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,214,400
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11 Percent of Class Represented by Amount in Row 9 7.6%
12 Type of Reporting Person BK
CUSIP 902974104 SCHEDULE 13G Page 4 of 10
1 Name of Reporting Person LAIRD NORTON FINANCIAL GROUP, INC.
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization Washington, United States
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,214,400
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,214,400
9 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,214,400
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11 Percent of Class Represented by Amount in Row 9 7.6%
12 Type of Reporting Person HC
CUSIP 902974104 SCHEDULE 13G Page 5 of 10
Item 1(a). Name of Issuer.
U S Liquids Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
411 N. Sam Houston Parkway East, Suite 400
Houston, Texas 77060-3545
Item 2(a). Names of Persons Filing.
Wentworth, Hauser & Violich ("Wentworth")
Laird Norton Trust Company ("LNTC")
Laird Norton Financial Group, Inc. ("LNFG")
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The Address of Wentworth is:
353 Sacramento Street, Suite 600
San Francisco, CA 94111
The Address of LNTC and LNFG is:
Laird Norton Financial Group, Inc.
801 Second Ave., Suite 1600
Seattle, WA 98104
Item 2(c). Citizenship.
United States.
Item 2(d). Title of Class of Securities.
Common Stock, $0.01 par value
Item 2(e). CUSIP Number.
902974104
Item 3. Type of Reporting Person.
If this statement is filed pursuant to Rule 13d-
1(b) or Rule 13d-2(b) or (c), check whether the
person filing is a:
(a)[ ] Broker or dealer registered under section 15 of the
Exchange Act.
(b)[X] Bank as defined in section 3(a)(6) of the Exchange Act.
(c)[ ] Insurance company as defined in section 3(a)(19) of the
Exchange Act.
(d)[ ] Investment company registered under section 8 of the
Investment Company Act of 1940 .
(e)[X] An investment adviser in accordance with Rule 13d-1(b)
(1)(ii)(E);
CUSIP 902974104 SCHEDULE 13G Page 6 of 10
(f)[ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g)[X] 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).
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of page two (2) and
page three (3) of this Schedule 13G, which Items are incorporated by
reference herein.
The 1,214,400 shares of the Company listed on page (3) of this
Schedule are held by Laird Norton Trust Company ("LNTC"), a wholly owned
subsidiary of LNFG. Because LNTC is a wholly owned subsidiary of LNFG, it
is possible that LNFG may be deemed a beneficial owner of the shares held
by LNTC by virtue of the definition of "beneficial owner" in Rule 13d-3
under the Securities Exchange Act of 1934. The filing of this Schedule
shall not be construed as an admission by LNFG that it is a beneficial
owner of any securities of the Company held by LNTC.
In addition, it is possible that the individual general partners,
directors, executive officers, members, and/or managers of LNTC or LNFG
might be deemed the "beneficial owners" of some or all of the securities
to which this Schedule relates in that they might be deemed to share the
power to direct the voting or disposition of such securities. Neither
the filing of this Schedule nor any of its contents shall be deemed to
constitute an admission that any of such individuals is, for any purpose,
the beneficial owner of any of the securities to which this Schedule
relates, and such beneficial ownership is expressly disclaimed.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [X] as to Wentworth.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
LNTC is deemed to be the beneficial owner of the number of
securities reflected in Items 5-9 and 11 of page three (3) and page
four (4) of this Schedule 13G pursuant to separate arrangements whereby
LNTC has discretionary authority with respect to the accounts of certain
persons. Each person for whom the reporting person has discretionary
authority has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Stock
purchased or held pursuant to such arrangements.
CUSIP 902974104 SCHEDULE 13G Page 7 of 10
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
LNFG is the parent holding company of Wentworth. Wentworth is
an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). LNTC
is a bank in accordance with Rule 13d-1(b)(1)(ii)(B).
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
CUSIP 902974104 SCHEDULE 13G Page 8 of 10
Item 10. Certification.
By signing below the undersigned certify that, to the best of
their 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.
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.
WENTWORTH, HAUSER & VIOLICH
By: /s/Bradford Hall
---------------------
Bradford Hall, Chief
Compliance Officer
DATED: February 11, 2003
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.
LAIRD NORTON TRUST COMPANY
By: /s/Earl Bell
------------------------------
Earl Bell,
Senior Vice President and
Chief Financial Officer
DATED: February 12, 2003
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.
LAIRD NORTON FINANCIAL GROUP,
INC.
By: /s/Earl Bell
------------------------------
Earl Bell,
Senior Vice President and
Chief Financial Officer
DATED: February 12, 2003
CUSIP 902974104 SCHEDULE 13G Page 9 of 10
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking
CUSIP 902974104 SCHEDULE 13G Page 10 of 10
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this agreement
as an exhibit to this Schedule 13G to evidence the agreement of the below-
named parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule, as it may be
amended, jointly on behalf of each of such parties.
Dated: February 11, 2003
WENTWORTH, HAUSER & VIOLICH
By:/s/Bradford Hall
-----------------
Bradford Hall,
Dated: February 12, 2003
LAIRD NORTON TRUST COMPANY
By: /s/Earl Bell
------------------------
Earl Bell,
Senior Vice President and
Chief Financial Officer
Dated: February 12, 2003
LAIRD NORTON FINANCIAL GROUP,INC.
By: /s/Earl Bell
------------------------
Earl Bell,
Senior Vice President and
Chief Financial Officer