-----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, RV2x32ik7iEqd1ejdB2vt3WvJ6oLs06tzV/11M2QanvUVufnACWxBFR9ViI0a6o0 bbiHrNIbCCBPymUkpB1sOQ== 0001047469-98-006607.txt : 19980218 0001047469-98-006607.hdr.sgml : 19980218 ACCESSION NUMBER: 0001047469-98-006607 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NASD GROUP MEMBERS: RUDD ANDREW GROUP MEMBERS: RUDD FAMILY TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARRA INC /CA CENTRAL INDEX KEY: 0000878483 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 942993326 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-42152 FILM NUMBER: 98542745 BUSINESS ADDRESS: STREET 1: 1995 UNIVERSITY AVE STE 400 CITY: BERKELEY STATE: CA ZIP: 94704 BUSINESS PHONE: 5105485442 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RUDD ANDREW CENTRAL INDEX KEY: 0000901169 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 35 VALLEY VIEW ROAD CITY: ORINDA STATE: CA ZIP: 94536 BUSINESS PHONE: 5106494564 MAIL ADDRESS: STREET 1: 35 VALLEY VIEW ROAD CITY: ORINDA STATE: CA ZIP: 94536 SC 13G/A 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5 )* ------ BARRA, Inc. ---------------------------------- (Name of Issuer) Common Stock ---------------------------------- (Title of Class of Securities) 068313-10-5 ---------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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). Page 1 of 4 Pages CUSIP No. 068313-10-5 13G Page 2 of Pages ----------- --- --- - ------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON A. Andrew Rudd B. Rudd Family Trust - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION A. England B. California - ------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES 876,900 (See Item 6 on page 3 of this statement.) BENEFICIALLY ------------------------------------------------------ OWNED BY (6) SHARED VOTING POWER EACH 1,804,850 (See Item 6 on page 3 of this statement.) REPORTING ------------------------------------------------------ PERSON (7) SOLE DISPOSITIVE POWER WITH 876,900 (See Item 6 on page 3 of this statement.) ------------------------------------------------------ (8) SHARED DISPOSITIVE POWER 1,804,850 (See Item 6 on page 3 of this statement.) - -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,681,750 (See Item 6 on page 3 of this statement.) - -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (See Item 6 on page 3 of this statement.) - -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.80% - -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* A. IN B. 00 (Trust) - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 4 Pages ITEM 1(a). NAME OF ISSUER BARRA, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 2100 Milvia Street Berkeley, CA 94704 ITEM 2(a). NAME OF PERSONS FILING A. Andrew Rudd B. Rudd Family Trust ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE A. 35 Valley View Road, Orinda, CA 94536 B. 35 Valley View Road, Orinda, CA 94536 ITEM 2(c). CITIZENSHIP OR PLACE OF ORGANIZATION A. England B. California ITEM 2(d). TITLE OF CLASS OF SECURITIES Common Stock ITEM 2(e). CUSIP NUMBER 068313-10-5 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13-d1(b), OR 13-d-2(b), CHECK WHETHER OR NOT THE PERSON FILING IS A: N/A ITEM 4. OWNERSHIP The information required by this Item 4 is set forth on the cover page of this Schedule 13G in Items 5-11 and is incorporated herein by this reference. See Item 6 below. 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. / / ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON As of December 31, 1997, the Rudd Family Trust (the "Trust") held title to 1,779,850 shares of Common Stock of BARRA, Inc. (the "Stock"). Andrew Rudd ("Dr. Rudd") and his wife (Virginia Rudd) are the trustees of the Trust and, as such, share the voting and dispositive powers for such Stock. The Trust's Interest in such Stock represented approximately 13.14% of the issued and outstanding Stock as of December 31, 1997. Page 3 of 4 Pages As of December 31, 1997, the Rudd Family Foundation (the "Foundation") held title to 25,000 shares of the Stock. Dr. Rudd, his wife and one of his sons are the trustees of the Foundation and, as such, share the voting and dispositive powers for such Stock. The Foundation's interest in such Stock represented less than five percent of the issued and outstanding Stock as of December 31, 1997. As of December 31, 1997, Dr. Rudd held title to 876,900 shares of the Stock. This Stock represents shares issued as a result of a 3 for 2 split of the Stock, which occurred before Dr. Rudd's October 1, 1997 transfer of 1,728,800 shares of the Stock to the Trust and 25,000 shares of the Stock to the Foundation was completed. Dr. Rudd is presently in the process of transferring 864,400 shares of such Stock to the Trust and 12,500 shares of such Stock to the Foundation. Until such transfer is completed, Dr. Rudd will have sole voting and dispositive power for such Stock. Dr. Rudd's interest in such Stock represented approximately 6.47% of the issued and outstanding Stock as of December 31, 1997. As of December 31, 1997, 48,448 shares of the Stock were held in equal parts by "Peter Rudd as custodian for [each of Dr. Rudd's four children] under the California Transfers to Minors Act" ("CUTMA") and 72,300 shares of the Stock were held by the CANN 1997 Trust ("CANN"). Neither Dr. Rudd nor the Trust has sole or shared voting or dispositive power over the Stock held by CUTMA or CANN. Accordingly, Dr. Rudd and the Trust each disclaims beneficial ownership of such shares pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY N/A ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A ITEM 9. NOTICE OF DISSOLUTION OF GROUP N/A ITEM 10. CERTIFICATION N/A 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. February 11, 1997 ---------------------------------------- Date /s/ Andrew Rudd ---------------------------------------- Signature Andrew Rudd ---------------------------------------- Name/Title Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----