UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Ultralife Batteries, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock, $.10 par value
-----------------------------------------
(Title of Class Securities)
903899102
-----------------------------------------
(CUSIP Number)
December 31, 2004
-----------------------------------------
(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)
/X/ 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
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).
SCHEDULE 13G/A
CUSIP NO. 903899102 PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
(ENTITIES ONLY).
Grace Brothers, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See
Instructions)
(a)/ /
(b)/ /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Limited Partnership
5 SOLE VOTING POWER
NUMBER OF 0 SHARES
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,419,849 SHARES
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0 SHARES
WITH 8 SHARED DISPOSITIVE POWER
1,419,849 SHARES
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,419,849 SHARES
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
SCHEDULE 13G/A
CUSIP NO. 903899102 PAGE 3 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
(ENTITIES ONLY).
SPURGEON CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See
Instructions)
(a)/ /
(b)/ /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Limited Partnership
5 SOLE VOTING POWER
NUMBER OF 0 SHARES
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,419,849 SHARES
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0 SHARES
WITH 8 SHARED DISPOSITIVE POWER
1,419,849 SHARES
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,419,849 SHARES
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
SCHEDULE 13G/A
CUSIP NO. 903899102 PAGE 4 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
(ENTITIES ONLY).
BRADFORD T. WHITMORE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See
Instructions)
(a)/ /
(b)/ /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Limited Partnership
5 SOLE VOTING POWER
NUMBER OF 1,200 SHARES
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,419,849 SHARES
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,200 SHARES
WITH 8 SHARED DISPOSITIVE POWER
1,419,849 SHARES
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,421,049 SHARES
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
Page 5 of 7 Pages
Item 1.
(a) Name of Issuer
Ultralife Batteries, Inc.
(b) Address of Issuer's Principal Executive Offices
2000 Technology Parkway, Newark, New Jersey 14513
Item 2.
(a) Name of Person Filing
The statement is filed by Grace Brothers, Ltd., an Illinois
limited partnership ("Grace"). Bradford T. Whitmore
("Whitmore") and Spurgeon Corporation ("Spurgeon") are the
general partners of Grace.
(b) Address of Principal Business Office or, if none,
Residence
The business address of Grace and Whitmore is 1560 Sherman
Avenue, Suite 900, Evanston, IL 60201. The business of
Spurgeon is 290 South County Farm Road, Third Floor,
Wheaton, Illinois 60187.
(c) Citizenship
Illinois Limited Partnership
(d) Title of Class of Securities
Common Stock, $.10 par value
(e) CUSIP Number
903899102
Item 3. If this statement is filed pursuant to Sections
240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
(a) ( ) Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o);
(b) ( ) Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) ( ) Insurance company as defined in section 3 (a)(19)
of the Act (15 U.S.C. 78c);
(d) ( ) Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ( ) An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
Page 6 of 7 Pages
(f) ( ) An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in
accordance with Section 240.13d-1(b)(l)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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 (15 U.S.C. 80a-3);
(j) ( ) Group, in accordance with Section 240.13d.-1(b)(l)
(ii)(J).
Item 4. Ownership
(a) Amount beneficially owned
1,421,049
(b) Percent of class
9.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Whitmore: 1,200
(ii) Shared power to vote or to direct the vote
Grace: 1,419,849 (with Whitmore and Spurgeon)
(iii) Sole power to dispose or to direct the disposition
of
1,200
(iv) Shared power to dispose or to direct the disposition
of
Grace: 1,419,849 (with Whitmore and Spurgeon)
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
No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
Page 7 of 7 Pages
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on
By the Parent Holding Company
Reporting person is not a parent holding company.
Item 8. Identification and Classification of Members of
the Group
Reporting person is not a member of a group.
Item 9. Notice of Dissolution of Group
Reporting person is not filing notice of dissolution of
a group.
Item 10. Certification
By signing below Grace Brothers, Ltd. certifies that, to
the best of my 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.
January 3, 2005
----------------
Date
Grace Brothers, Ltd.
by: /s/ Bradford T. Whitmore
----------------------------
Signature
General Partner
---------------
Title
Spurgeon Corporation
by: /s/ Jerald A. Trannel
-------------------------
Signature
General Partner
---------------
Title
Bradford T. Whitmore
by: /s/ Bradford T. Whitmore
----------------------------
Signature