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-----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, C2Sck19UAMxvyBugq/2+BntxdlCR6O4pFIziVxrBUcFVXE2AFh+ekiv4lyfQvcuS YT0P7QMZ7Pdf52ROaFyTBQ== 0001129001-01-500017.txt : 20010213 0001129001-01-500017.hdr.sgml : 20010213 ACCESSION NUMBER: 0001129001-01-500017 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010212 GROUP MEMBERS: DANIEL L. DOCTOROFF GROUP MEMBERS: KEYSTONE INC ET AL GROUP MEMBERS: KEYSTONE, INC. GROUP MEMBERS: ROBERT M. BASS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BELL & HOWELL CO/ CENTRAL INDEX KEY: 0000215219 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 363580106 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-55543 FILM NUMBER: 1534223 BUSINESS ADDRESS: STREET 1: 5215 OLD ORCHARD RD CITY: SKOKIE STATE: IL ZIP: 60077-1076 BUSINESS PHONE: 8474707100 MAIL ADDRESS: STREET 1: 5215 OLD ORCHARD RD CITY: SKOKIE STATE: IL ZIP: 60077 FORMER COMPANY: FORMER CONFORMED NAME: BELL & HOWELL OPERATING CO DATE OF NAME CHANGE: 19960430 FORMER COMPANY: FORMER CONFORMED NAME: BELL & HOWELL CO /DE/ DATE OF NAME CHANGE: 19940906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE INC ET AL CENTRAL INDEX KEY: 0000924069 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 2600 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13G/A 1 bell13g.htm BELL & HOWELL COMPANY SCHEDULE 13G, AMEND. 2 <SUBMISSION>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G**

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Bell & Howell Company
(Name of Issuer)

Common Stock, par value $.001
(Title of Class of Securities)

07790510
(CUSIP Number)

December 31, 2000
(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)
/  /  Rule 13d-1(c)
/X/  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).

**The total number of shares reported herein is 4,373,757 shares, which constitutes approximately 18.5% of the total number of shares outstanding.  All ownership percentages set forth herein assume that there are 23,639,734 shares outstanding.

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CUSIP No. 07790510

1.     Name of Reporting Person:

         Keystone, Inc.

2.     Check the Appropriate Box if a Member of a Group:

         (a) /   /

         (b) /X/

3.     SEC Use Only

4.     Citizenship or Place of Organization: Texas

                5.     Sole Voting Power: 4,362,999
Number of
Shares
Beneficially    6.     Shared Voting Power: -0-
Owned By
Each
Reporting       7.     Sole Dispositive Power: 4,362,999
Person
With
                8.     Shared Dispositive Power: -0-

9.     Aggregate Amount Beneficially Owned by Each Reporting Person:

        4,362,999

10.   Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

          / /

11.     Percent of Class Represented by Amount in Row (9): 18.5%

12.     Type of Reporting Person: CO

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CUSIP No. 07790510

1.     Name of Reporting Person:

         Robert M. Bass

2.     Check the Appropriate Box if a Member of a Group:

          (a) /   /

          (b) /X/

3.     SEC Use Only

4.     Citizenship or Place of Organization: United States of America

                5.     Sole Voting Power: 4,362,999 (1)
Number of
Shares
Beneficially    6.     Shared Voting Power: -0-
Owned By
Each
Reporting       7.     Sole Dispositive Power: 4,362,999 (1)
Person
With
                8.     Shared Dispositive Power: -0-

9.     Aggregate Amount Beneficially Owned by Each Reporting Person:

        4,362,999

10.    Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

          / /

11.     Percent of Class Represented by Amount in Row (9): 18.5%

12.     Type of Reporting Person: IN
_______________

(1)  Solely in his capacity as the President and sole director of Keystone, Inc.

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CUSIP No. 07790510

1.     Name of Reporting Person:

        Daniel L. Doctoroff

2.     Check the Appropriate Box if a Member of a Group:

         (a) /   /

         (b) /X/

3.     SEC Use Only

4.     Citizenship or Place of Organization: United States of America

                5.     Sole Voting Power: 10,758
Number of
Shares
Beneficially    6.     Shared Voting Power: -0-
Owned By
Each
Reporting       7.     Sole Dispositive Power: 10,758
Person
With
                8.     Shared Dispositive Power: -0-

9.     Aggregate Amount Beneficially Owned by Each Reporting Person:

         10,758

10.     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

           / /

11.     Percent of Class Represented by Amount in Row (9): < 0.1%

12.     Type of Reporting Person: IN

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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13G Statement dated February 12, 1996, as amended by Amendment No. 1 dated February 12, 1999 (the "Schedule 13G"), relating to the Common Stock, par value $.001 per share (the "Stock"), of Bell & Howell Company (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13G.

Item 2(a). Names of Persons Filing

Item 2(a) is hereby amended by adding at the end thereof the following:

For purposes of this and future filings, Crandall shall no longer be a Reporting Person.

Item 4.     Ownership.

Item 4 is hereby amended and restated in its entirety as follows:

(a) - (b)

Reporting Persons

Keystone

Pursuant to Rule 13d-3 of the Act, Keystone is the beneficial owner of 4,362,999 shares of the Stock, which constitutes approximately 18.5% of the outstanding shares of Stock.

Bass

In his capacity as sole director of Keystone, Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 4,362,999 shares of the Stock, which constitutes approximately 18.5% of the outstanding shares of Stock.

Doctoroff

Pursuant to Rule 13d-3 of the Act, Doctoroff is the beneficial owner of 10,758 shares of the Stock, which constitutes less than 0.1% of the outstanding shares of Stock.

To the best of the knowledge of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock.

(c)

Reporting Persons

Keystone

Acting through Bass, Keystone has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 4,362,999 shares of the Stock.

Bass

In his capacity as sole director of Keystone, Bass has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 4,362,999 shares of the Stock.

Doctoroff

Doctoroff has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 10,758 shares of the Stock.

Item 10.     Certification.

Not applicable.

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After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

DATED: February 12, 2001

KEYSTONE, INC.

By: /s/ W. R. Cotham
W. R. Cotham, Vice-President

Attorney-in-Fact for:

ROBERT M. BASS (1)

/s/ Daniel L. Doctoroff
DANIEL L. DOCTOROFF

(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission.

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