-----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, S0vDrSCDJDDgLnP5ZGyxgXzqROdERB3//Y4uirFhwYCXBtTX29pxKxSNs6bqlXaF hg67bzSLWNBTp7dxUF4BHw== 0001047469-98-017403.txt : 19980504 0001047469-98-017403.hdr.sgml : 19980504 ACCESSION NUMBER: 0001047469-98-017403 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980430 SROS: NASD GROUP MEMBERS: RUDD ANDREW GROUP MEMBERS: RUDD FAMILY TRUST GROUP MEMBERS: VIRGINIA RUDD 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: 98606859 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 SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6)* BARRA, Inc. ------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------ (Title of Class of Securities) 068313-10-5 ------------------------------------------ (CUSIP Number) 3/16/98 ------------------------------------------ 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(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 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). CUSIP No. 068313-10-5 13G Page 2 of 9 pages ------------ - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON A. Andrew Rudd B. Virginia Rudd C. 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. England C. California - -------------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES A. 12,000 BENEFICIALLY B. 0 OWNED BY C. 0 EACH REPORTING --------------------------------------------- PERSON (6) SHARED VOTING POWER WITH A. 2,681,750 B. 2,681,750 C. 2,644,250 (See Item 6 on page 5 of this statement) --------------------------------------------- (7) SOLE DISPOSITIVE POWER A. 12,000 B. 0 C. 0 --------------------------------------------- (8) SHARED DISPOSITIVE POWER A. 2,681,750 B. 2,681,750 C. 2,644,250 (See Item 6 on page 5 of this statement) CUSIP No. 068313-10-5 13G Page 3 of 9 pages ------------ - -------------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON A. 2,693,750 B. 2,681,750 C. 2,644,250 (See Item 6 on page 5 of this statement) - -------------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (See Item 6 on page 5 of this statement) - -------------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 A. 19.7 % B. 19.6 % C. 19.3 % - -------------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* A. IN B. IN C. 00 (Trust) - -------------------------------------------------------------------------------- ITEM 1(a). NAME OF ISSUER BARRA, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 1200 Milvia Street Berkeley, CA 94704 ITEM 2(a). NAME OF PERSONS FILING A. Andrew Rudd B. Virginia Rudd C. Rudd Family Trust This Schedule 13G is filed on behalf of Andrew Rudd, Virginia Rudd and the Rudd Family Trust ("Reporting Persons") pursuant to Rule 13d-1(k)(1). Agreements of the Reporting Persons that this Schedule 13G is filed on behalf of CUSIP No. 068313-10-5 13G Page 4 of 9 pages ------------ each of the Reporting Persons is attached hereto as Exhibit A and Exhibit B (See also Item 6 on page 5 of this Statement) 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 C. 35 Valley View Road, Orinda CA 94536 ITEM 2(c). CITIZENSHIP OR PLACE OF ORGANIZATION A. England B. England C. California ITEM 2(d). TITLE OF CLASS OF SECURITIES A. Common Stock B. Common Stock C. Common Stock ITEM 2(e). CUSIP NUMBER 068313-10-5 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13-d-1(b), OR 13-d-2(b), CHECK WHETHER OR NOT THE PERSON FILING IS A: N/A If this Statement is filed pursuant to Section 240.13d-1(c), check this box [X] 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 N/A CUSIP No. 068313-10-5 13G Page 5 of 9 pages ------------ ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON As of 3/31/98, the Rudd Family Trust (the "Trust") held title to 2,644,250 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 19.3 % of the issued and outstanding Stock as of 3/31/98. As of 3/31/98, the Rudd Family Foundation (the "Foundation") held title to 37,500 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 3/31/98. As of 3/31/98, 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 CUSIP No. 068313-10-5 13G Page 6 of 9 pages ------------ ITEM 10. CERTIFICATION By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were 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. CUSIP No. 068313-10-5 13G Page 7 of 9 pages ------------ SIGNATURE 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. April 24, 1998 ------------------------- Date /s/ Andrew Rudd ------------------------- Signature Andrew Rudd ------------------------- Name/Title April 24, 1998 ------------------------- Date /s/ Virginia Rudd ------------------------- Signature Virginia Rudd ------------------------- Name/Title April 24, 1998 ------------------------- Date /s/ Andrew Rudd ------------------------- Signature Andrew Rudd, Trustee of the Rudd Family Trust --------------------------------------------- Name/Title April 24, 1998 ------------------------- Date /s/ Virginia Rudd ------------------------- Signature Virginia Rudd, Trustee of the Rudd Family Trust ----------------------------------------------- Name/Title CUSIP No. 068313-10-5 13G Page 8 of 9 pages ------------ EXHIBIT A AGREEMENT REGARDING FILING OF SCHEDULE 13G FOR SHARES HELD BY THE RUDD FAMILY TRUST Andrew Rudd, Virginia Rudd, Andrew Rudd as the Trustee of the Rudd Family Trust and Virginia Rudd as the Trustee of the Rudd Family Trust ("Reporting Persons") agree that Schedule 13G to be jointly filed with the Securities and Exchange Commission pursuant to Rule 13(d)-1(k)(1) of the Securities Exchange Act of 1934, with respect to the reporting of the common beneficial ownership of the Reporting Persons of 2,644,250 shares of Common Stock of BARRA, Inc. held in the Rudd Family Trust, is filed on behalf of each of them. Dated: April 24, 1998 /s/ Andrew Rudd /s/ Virginia Rudd -------------------------------------- -------------------------------------- Andrew Rudd Virginia Rudd RUDD FAMILY TRUST /s/ Andrew Rudd - --------------------------------------- Andrew Rudd, Trustee /s/ Virginia Rudd - --------------------------------------- Virginia Rudd, Trustee CUSIP No. 068313-10-5 13G Page 9 of 9 pages ------------ EXHIBIT B AGREEMENT REGARDING FILING OF SCHEDULE 13G FOR SHARES HELD BY THE RUDD FAMILY FOUNDATION Andrew Rudd and Virginia Rudd (the "Reporting Persons") agree that Schedule 13G to be filed jointly with the Securities and Exchange Commission pursuant to Rule 13(d)-1(k)(1) of the Securities Exchange Act of 1934, with respect to the reporting of the common beneficial ownership of the Reporting Persons of 37,500 shares of Common Stock of BARRA, Inc. held in the Rudd Family Foundation, is filed on behalf of each of them. Dated: April 24, 1998 /s/ Andrew Rudd /s/ Virginia Rudd -------------------------------------- -------------------------------------- Andrew Rudd Virginia Rudd -----END PRIVACY-ENHANCED MESSAGE-----