-----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, HFeHyBm3V1Gk+gNhw9OxFigPV+0II5ABJlDGGgbEpU7VTfYVTDrGl2a7z1auxc33 ATsqXM7l3axlI17Mw/dDVA== 0000896415-98-000068.txt : 19980601 0000896415-98-000068.hdr.sgml : 19980601 ACCESSION NUMBER: 0000896415-98-000068 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980529 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: K SWISS INC CENTRAL INDEX KEY: 0000862480 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 954265988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41260 FILM NUMBER: 98634309 BUSINESS ADDRESS: STREET 1: 20664 BAHAMA ST CITY: CATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8189983388 MAIL ADDRESS: STREET 1: 20664 BAHAMA ST CITY: CATSWORTH STATE: CA ZIP: 91311 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERNSTEIN STANLEY J CENTRAL INDEX KEY: 0001057566 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TWO UNIVERSITY OFFICE PARK STREET 2: 51 SAWYER ROAD CITY: WALTHAM STATE: MA ZIP: 02254 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* (AMENDMENT NO. 3) K Swiss Inc. ---------------------------------------------------------------- (Name of issuer) Class A Common Stock, $0.01 par value per share ---------------------------------------------------------------- (Title of class of securities) 482686-10-2 ----------------------------- (CUSIP number) Stanley J. Bernstein, Chairman, The Biltrite Corporation, Stephen A. Fine, Two University Office Park, 51 Sawyer Road, Waltham, MA 02254; with a copy to Don S. DeAmicis, Ropes & Gray, One International Place, Boston, MA 02110 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 27; May 4, 11, 14, 20, 21, 22, 1998 ------------------------------------------------------ (Dates of Events which Require 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 /__/. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 13D CUSIP No. 482686-10-2 Page 2 of 6 Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS The Biltrite Corporation 04-3031551 (a) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 396,394 OWNED BY 9. SOLE DISPOSITIVE POWER EACH REPORTING 10. SHARED DISPOSITIVE POWER PERSON 396,394 WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 396,394 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 482686-10-2 Page 3 of 6 Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Stanley J. Bernstein ###-##-#### (a) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7. SOLE VOTING POWER NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 396,394 OWNED BY 9. SOLE DISPOSITIVE POWER EACH REPORTING 10. SHARED DISPOSITIVE POWER PERSON 396,394 WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 396,394 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9 14. TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 482686-10-2 Page 4 of 6 Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Stephen A. Fine ###-##-#### (a) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7. SOLE VOTING POWER NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 396,394 OWNED BY 9. SOLE DISPOSITIVE POWER EACH REPORTING 10. SHARED DISPOSITIVE POWER PERSON 396,394 WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 396,394 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9 14. TYPE OF REPORTING PERSON IN ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER The Biltrite Corporation ("Biltrite") is the beneficial owner of the shares of K-Swiss Inc. (the "Company") to which this Schedule relates. Biltrite has both the power to vote and the power to dispose of such shares. Under the definition of "beneficial ownership" in Rule 13d-3 of the Rules and Regulations under the Securities Exchange Act of 1934, Stanley J. Bernstein and Stephen A. Fine might also be deemed to be the beneficial owners (together with Biltrite) of the shares because Stanley J. Bernstein and Stephen A. Fine each are directors of Biltrite and collectively beneficially own 100% of the voting shares of Biltrite. Commencing on April 27, 1998 and continuing through May 22, 1998, Biltrite has converted 117,400 shares of Class B Common Stock of the Company into Class A Common Stock of the Company, and sold 117,400 shares of Class A Common Stock on such dates, in such amounts and at such prices as set forth below. All sales were effected by open market transactions.
Date No. of Shares Price ---- ------------- ----- April 27, 1998 1,000 $22.25 May 4, 1998 25,500 21.375 May 4, 1998 20,000 21.25 May 11, 1998 5,400 20.875 May 14, 1998 3,000 20.50 May 14, 1998 500 20.75 May 20, 1998 7,500 20.50 May 20, 1998 2,500 20.25 May 21, 1998 2,000 20.25 May 22, 1998 50,000 19.25
As a result of these sales, Biltrite, as of the date hereof, is the beneficial owner of 386,394 shares of Class B Common Stock, or 17.4% of the Class B Common Stock outstanding, and 10,000 shares of Class A Common Stock. Assuming all Class B Common Stock held by Biltrite were converted into Class A Common Stock, Biltrite would be the beneficial owner of 10.9% of the Class A Common Stock. Page 5 of 6 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. THE BILTRITE CORPORATION By:/s/ Stanley J. Bernstein _________________________________ Stanley J. Bernstein, Chairman /s/ Stanley J. Bernstein ---------------------------- Stanley J. Bernstein /s/ Stephen A. Fine ---------------------------- Stephen A. Fine Dated: May 29, 1998 Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----