-----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, JYbO8lIG1i+oiEhL6AbE3nqtqU+BxsdnxsZLe4Wr3uhZ1zXta55fZh/h8QTfW7zM Bs84TznXp1iVK6aYrbn3eA== 0000897446-96-000371.txt : 19960925 0000897446-96-000371.hdr.sgml : 19960925 ACCESSION NUMBER: 0000897446-96-000371 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960924 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOTORCAR PARTS & ACCESSORIES INC CENTRAL INDEX KEY: 0000918251 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 112153962 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44585 FILM NUMBER: 96633941 BUSINESS ADDRESS: STREET 1: 2727 MARICOPA ST CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3102127910 MAIL ADDRESS: STREET 1: 2727 MARICOPA ST CITY: TORRANCE STATE: CA ZIP: 90503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERMAN MERRILL C ET AL CENTRAL INDEX KEY: 0000924593 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: INT CORP CENTER STREET 2: STE B203 CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149678200 MAIL ADDRESS: STREET 1: INT CORP CENTER STREET 2: STE B203 CITY: RYE STATE: NY ZIP: 10580 SC 13D/A 1 Page 1 of 9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 1) MOTORCAR PARTS & ACCESSORIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 620071-10-0 (CUSIP Number of Class of Securities) Dohn L. Kalmbach Berman, Kalmbach & Co. International Corporate Center Suite B203 Rye, New York 10580-1430 Telephone Number (914) 967-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 8, 1996 (Date of Event which Requires 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 _____. Check the following box if a fee is being paid with the statement . Page 2 of 9 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Merrill C. Berman, S.S. No. ###-##-#### 4. Source of Funds PF, OO (See Item 3) 6. Citizenship or Place of Organization United States 7. Sole Voting Power 132,500 8. Shared Voting Power 136,500 9. Sole Dispositive Power 132,500 10. Shared Dispositive Power 136,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 269,000 13. Percent of Class Represented by Amount in Row (11) 5.5 14. Type of Reporting Person Page 3 of 9 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Dohn L. Kalmbach, S.S. No. ###-##-#### 4. Source of Funds PF 6. Citizenship or Place of Organization United States 7. Sole Voting Power 51,000 8. Shared Voting Power 40,000 9. Sole Dispositive Power 51,000 10. Shared Dispositive Power 40,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 91,000 13. Percent of Class Represented by Amount in Row (11) 1.9 14. Type of Reporting Person Page 4 of 9 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Leland J. Kalmbach, S.S. No. ###-##-#### 4. Source of Funds PF 6. Citizenship or Place of Organization United States 7. Sole Voting Power 0 8. Shared Voting Power 20,000 9. Sole Dispositive Power 0 10. Shared Dispositive Power 20,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 20,000 13. Percent of Class Represented by Amount in Row (11) 0.4 14. Type of Reporting Person Page 5 of 9 Item 5. Interest in Securities of the Issuer. The responses to Items 5(a) and 5(c) are hereby amended by deleting the entire text thereof and substituting the following: (a) The number of shares of Common Stock beneficially owned by each person identified in Item 2 hereof is: [CAPTION] Number of Percentage Name Shares of Class Dohn L. Kalmbach 51,000 (1) 1.05 Leland J. Kalmbach 20,000 .41 Merrill C. Berman 132,500 (2) 2.72 Scott Kalmbach 10,000 .20 Peter Kalmbach 10,000 .20 Valerie S. Kalmbach 2,000 .04 Allan I. Sandler 15,000 .31 Ellen B. Sandler Trust 15,000 .31 William Rotholz and Mrs. Rina Rotholz JTWROS 15,000 .31 Richard Herman 4,000 .08 Lila Zimmerman 4,000 .08 Cynthia Brodsky 7,500 .15 Mary W. Ambrosio and Joseph J. Ambrosio JTWROS 14,000 .29 Dalia Berman 38,000 (3) .78 Ruth Pollen 1,000 .02 Mauricette Gottesman 9,000 .18 Andrew Bierig 3,000 .06 Peter Gottesman 3,000 .06 Eric P. Gottesman 3,000 .06 Melissa E. Gottesman 4,000 .08 Educational Opportunity Fund 1,000 .02 Total 362,000 7.42
______________________________ (1) Includes options to purchase 10,000 shares of Common Stock from a broker exercisable on or before August 12, 1997 at a price of $10.00 a share and options to purchase 27,000 shares of Common Stock from a broker exercisable on or before August 12, 1997 at a price of $10.00 a share. Page 6 of 9 (2) Includes options to purchase 90,000 shares of Common Stock from a broker exercisable on or before January 20, 1997 at a price of $11.125 a share and options to purchase 25,000 shares of Common Stock from a broker exercisable on or before August 12, 1997 at a price of $10.00 a share. (3) Includes 6,000 shares held in the account of Merrill Berman and Mrs. Dalia Berman JTWROS. Page 7 of 9 (c) During the past 60 days the only transactions in the Company's Common Stock effected by the persons identified in response to Item 2 were: (i) those set forth below, each of which was effected on the Nasdaq National Market with market makers in the Common Stock; and (ii) the following purchases which were effected through a broker: the purchase on August 12, 1996 by Merrill C. Berman of options to purchase 25,000 shares of Common Stock at an exercise price of $10.00 per share, which options were purchased for a price of $3.16 per share; the purchase on August 12, 1996 by Dohn L. Kalmbach of options to purchase 10,000 shares of Common Stock at an exercise price of $10.00 per share, which options were purchased for a price of $3.16 per share; and the purchase on August 12, 1996 by Dohn L. Kalmbach of options to purchase 27,000 shares of Common Stock at an exercise price of $10.00 per share, which options were purchased for a price of $3.42 per share. Page 8 of 9 [CAPTION] Nature of Number Price per Name Date Transaction of Shares Share Merrill C. Berman 8/22/96 Buy 1,000 11.750 Merrill C. Berman 8/22/96 Buy 1,000 11.625 Merrill C. Berman 8/23/96 Buy 1,000 11.750 Melissa E. Gottesman 8/26/96 Buy 500 12.500 Lila Zimmerman 8/26/96 Buy 500 12.500 Dalia Berman 8/26/96 Buy 1,000 12.625 Dalia Berman 8/26/96 Buy 1,000 12.500 William Rotholz Mrs. Rina Rotholz JTWROS 8/29/96 Buy 1,000 12.625 Mary W. Ambrosio Joseph J. Ambrosio JTWROS 8/29/96 Buy 1,000 12.625 Andrew Bierig 9/5/96 Buy 1,000 12.375 Merrill C. Berman 9/6/96 Buy 1,000 12.250 Cynthia Brodsky 9/6/96 Buy 500 12.375 William Rotholz Mrs. Rina Rotholz JTWROS 9/10/96 Buy 1,000 12.500 Scott Kalmbach 9/11/96 Buy 2,500 12.125 Peter Kalmbach 9/11/96 Buy 2,500 12.125 Scott Kalmbach 9/11/96 Buy 2,500 12.125 Peter Kalmbach 9/11/96 Buy 2,500 12.125 Leland J. Kalmbach 9/12/96 Buy 2,000 12.125 Dohn L. Kalmbach 9/12/96 Buy 8,000 12.125 Merrill C. Berman 9/13/96 Buy 3,000 12.000 Merrill C. Berman 9/13/96 Buy 1,000 12.125 Dalia Berman 9/13/96 Buy 500 12.000 Dalia Berman 9/13/96 Buy 4,000 12.125 Allan Sandler 9/13/96 Buy 1,000 12.125 Ellen B. Sandler Trust 9/13/96 Buy 1,000 12.125 Mary W. Ambrosio Joseph J. Ambrosio JTWROS 9/13/96 Buy 1,000 12.125 Dalia Berman 9/20/96 Buy 7,500 11.875 Merrill C. Berman 9/20/96 Buy 7,500 11.875
Page 9 of 9 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. September __, 1996 /S/ DOHN L. KALMBACH Dohn L. Kalmbach /S/ DOHN L. KALMBACH Dohn L. Kalmbach as Attorney-in-Fact for Leland J. Kalmbach /S/ MERRILL C. BERMAN Merrill C. Berman -----END PRIVACY-ENHANCED MESSAGE-----