-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DkjYjxIJxkUdanQGBykpqdgJW3wR05FYx04jqtpvEENjX9jTY7cbGtsYxp2hBdyy LAZ9pdBe6zQ6HNbRnuwfPA== 0000945621-01-000069.txt : 20010213 0000945621-01-000069.hdr.sgml : 20010213 ACCESSION NUMBER: 0000945621-01-000069 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN & SHARPE MANUFACTURING CO /DE/ CENTRAL INDEX KEY: 0000014637 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 050113140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-11539 FILM NUMBER: 1534342 BUSINESS ADDRESS: STREET 1: PO BOX 456 STREET 2: PRECISION PK - 200 FRENCHTOWN RD CITY: NORTH KINGSTOWN STATE: RI ZIP: 02852 BUSINESS PHONE: 4018862000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IRONWOOD CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001127761 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 21 CUSTOM HOUSE STREET, SUITE 240 CITY: BOSTON STATE: MA ZIP: 02109 SC 13G 1 0001.txt 2/10/01 FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __) Brown & Sharpe Manufacturing Co. (Name of Issuer) Common Stock (Title of Class of Securities) 115223109 (CUSIP Number) December 31, 2000 (Date of Event which Required 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 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). Page 1 of 13 Pages CUSIP No. 115223109 Page 2 of 13 Pages SCHEDULE 13G 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ironwood Capital Management, LLC Tax ID 04-3386084 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ____ (b) _X__ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 5 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 862,840 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,479,640 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,479,640 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ______ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.73% 12 TYPE OF REPORTING PERSON OO, IA CUSIP No. 115223109 Page 13 of 13 Pages SCHEDULE 13G 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warren J. Isabelle N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _____ (b) __X__ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION American NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 862,840 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,479,640 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,479,640 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.73% 12 TYPE OF REPORTING PERSON HC 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard L. Droster N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ____ (b) _X__ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION American NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 862,840 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,479,640 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,479,640 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES _______ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.73% 12 TYPE OF REPORTING PERSON HC 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Donald Collins N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ____ (b) _X__ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION American NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 862,840 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,479,640 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,479,640 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES _______ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.73% 12 TYPE OF REPORTING PERSON HC 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ICM/Isabelle Small-Cap Value Fund N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ____ (b) __X_ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 718,300 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 718,300 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,479,640 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ____ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.73% 12 TYPE OF REPORTING PERSON IV Item 1. (a). Name of Issuer: Brown & Sharpe Manufacturing Co. (b). Address of Issuer's Principal Executive Offices: 200 Frenchtown Road North Kingstown, RI 02852-1700 Item 2. (a). Name of Person Filing: (i) Ironwood Capital Management, LLC ("ICM") (ii) Warren J. Isabelle ("Isabelle") (iii) Richard L. Droster ("Droster") (iv) Donald Collins ("Collins") (v) ICM/Isabelle Small-Cap Value Fund ("Fund") (b). Address of Principal Business Office or, if none, Residence: ICM: 21 Custom House Street Boston, MA 02109 Isabelle: 22 Presidential Drive Southborough, MA 01722 Droster: 6 Blackhorse Lane Hingham, MA 02043 Collins: 16 Grasshopper Lane Lincoln, MA 01773 Fund: 21 Custom House Street Boston, MA 02109 (c). Citizenship or Place of Organization: ICM: Massachusetts Isabelle: American Droster: American Collins: American Fund: Massachusetts (d). Title of Class of Securities: Common Stock (e). CUSIP Number: 115223109 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) [x] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E); (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)(1)(ii)(G); (h) [ ] A savings associations 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)(1) (ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a). Amount beneficially owned: (i) ICM: 1,479,640 (ii) Isabelle: 1,479,640 (iii) Droster: 1,479,640 (iv) Collins: 1,479,640 (v) Fund: 718,300 (b). Percent of class: (i) ICM: 10.73% (ii) Isabelle: 10.73% (iii) Droster: 10.73% (iv) Collins: 10.73% (v) Fund: 5.21% (c). Number of shares as to which the person has: (1) Sole power to vote or to direct the vote: (i) ICM: 0 (ii) Isabelle: 0 (iii) Droster: 0 (iv) Collins: 0 (v) Fund: 0 (2) Shared power to vote or to direct the vote: (i) ICM: 862,840 (ii) Isabelle: 862,840 (iii) Droster: 862,840 (iv) Collins: 862,840 (v) Fund: 718,300 (3) Sole power to dispose or to direct the disposition of: (i) ICM: 0 (ii) Isabelle: 0 (iii) Droster: 0 (iv) Collins: 0 (v) Fund: 0 (4) Shared power to dispose or to direct the disposition of: (i) ICM: 1,479,640 (ii) Isabelle: 1,479,640 (iii) Droster: 1,479,640 (iv) Collins: 1,479,640 (v) Fund: 718,300 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: Not Applicable Item 7. Identification and Classification of Subsidiaries which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable Item 10. Certification: By signing below I certify 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. In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, each of the persons filing this statement expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities. SIGNATURES 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. IRONWOOD CAPITAL MANAGEMENT, LLC Date: February 9, 2001 By: /s/ Warren J. Isabelle ---------------------------------- Warren J. Isabelle, Manager WARREN J. ISABELLE Date: February 9, 2001 /s/ Warren J. Isabelle ----------------------------------- Warren J. Isabelle RICHARD L. DROSTER Date: February 9, 2001 /s/ Richard L. Droster ----------------------------------- Richard L. Droster DONALD COLLINS Date: February 9, 2001 /s/ Donald Collins ----------------------------------- Donald Collins ICM/ISABELLE SMALL-CAP VALUE FUND Date: February 9, 2001 By: /s/ Warren J. Isabelle ------------------------------ Warren J. Isabelle, President EXHIBIT 1 JOINT FILING AGREEMENT AMONG IRONWOOD CAPITAL MANAGEMENT, LLC, WARREN J. ISABELLE, RICHARD L. DROSTER, DONALD COLLINS, AND ICM/ISABELLE SMALL CAP VALUE FUND WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934 (the "Act"), only one joint statement and any amendments thereto need to be filed whenever one or more persons are required to file such a statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement or amendments thereto is filed on behalf of each of them; NOW, THEREFORE, the parties hereto agree as follows: IRONWOOD CAPITAL MANAGEMENT, LLC, WARREN J. ISABELLE, RICHARD L. DROSTER, DONALD COLLINS AND ICM/ISABELLE SMALL CAP VALUE FUND hereby agree, in accordance with Rule 13d-1(k) under the Act, to file a statement on Schedule 13G relating to their ownership of Common Stock of the Issuer and do hereby further agree that said statement shall be filed on behalf of each of them. IRONWOOD CAPITAL MANAGEMENT, LLC Date: February 9, 2001 By: /s/ Warren J. Isabelle ---------------------------------- Warren J. Isabelle, Manager WARREN J. ISABELLE Date: February 9, 2001 /s/Warren J. Isabelle ---------------------------------------- Warren J. Isabelle RICHARD L. DROSTER Date: February 9, 2001 /s/ Richard L. Droster -------------------------------------- Richard L. Droster DONALD COLLINS Date: February 9, 2001 /s/ Donald Collins --------------------------------------- Donald Collins ICM/ISABELLE SMALL-CAP VALUE FUND Date: February 9, 2001 By: /s/Warren J. Isabelle -------------------------------- Warren J. Isabelle, President -----END PRIVACY-ENHANCED MESSAGE-----