-----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, AlrrsQCVGaAyA5ASfV7U1SaeYQAbPYRBrRJ2EDvpU8LEITxBWT81bT2Mb9x8THKD t5YxAhaSreUGv9yDTTBsFA== 0000918134-98-000035.txt : 19980406 0000918134-98-000035.hdr.sgml : 19980406 ACCESSION NUMBER: 0000918134-98-000035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980403 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BGS SYSTEMS INC CENTRAL INDEX KEY: 0000718976 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042559993 STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34886 FILM NUMBER: 98587293 BUSINESS ADDRESS: STREET 1: ONE FIRST AVE CITY: WALTHAM STATE: MA ZIP: 02254-9111 BUSINESS PHONE: 4132290393 MAIL ADDRESS: STREET 1: 1592 COUNTY RD STREET 2: ONE FIRST AVENUE CITY: GREAT BARINGTON STATE: MA ZIP: 01230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BEAR STEARNS & CO INC /NY/ CENTRAL INDEX KEY: 0000918134 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133299429 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 115 SOUTH JEFFERSON RD CITY: WHIPPANY STATE: NJ ZIP: 07981 BUSINESS PHONE: 2017392202 MAIL ADDRESS: STREET 1: 115 SOUTH JEFFERSON RD CITY: WHIPPANY STATE: NJ ZIP: 07981 SC 13D/A 1 Page 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 ) BGS Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055442107 (CUSIP Number) Charles A. Nalbone, Bear, Stearns & Co. Inc. 115 South Jefferson Road, Whippany, NJ 07981 (973) 739-2202 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 2, 1998 (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 this statement [ ] . (A fee is not required only if the reporting 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) Note: When filing this statement, in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. Page 2 CUSIP NO. 055442107 13D NAME OF REPORTING PERSON S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON: 1 BEAR, STEARNS & CO. INC. IRS #13-3299429 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS*: WC, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7 SOLE VOTING POWER: 0 8 SHARED VOTING POWER: 0 9 SOLE DISPOSITIVE POWER: 0 10 SHARED DISPOSITIVE POWER: 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*: [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.0 14 TYPE OF REPORTING PERSON*: BD See Instructions Before Filling Out! Page 3 Schedule 13D Amendment No. 1 This statement constitutes Amendment No. 1 to the statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission by Bear, Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of the Common Stock of BGS Systems, Inc.(the "Issuer"). Item 3: Source and Amount of Funds or Other Consideration Not applicable. Item 5: Interest in Securities of the Issuer (as of 4/2/98) (a) The responses of Bear Stearns to Rows (11) through (13) of the cover page of this Amendment No. 1 to Schedule 13D are incorporated herein by reference. To the best of Bear Stearns' knowledge, none of its executive officers or directors beneficially own any Common Stock of the Issuer. (b) The responses of Bear Stearns to Rows (7) through (10) of the cover page of this Amendment No. 1 to Schedule 13D are incorporated herein by reference. (c) Since the date of its initial filing on Schedule 13D, Bear Stearns has effected transactions in the Common Stock of the Issuer. Information concerning transactions in the Common Stock effected by Bear Stearns is set forth on Appendix I. (d) Not Applicable. (e) On April 2, 1998, Bear Stearns tendered 412,522 shares of BGS Systems, Inc. Accordingly, Bear Stearns ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer since the date of its amended filing. Page 4 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. Dated: April 3, 1998 BEAR, STEARNS & CO. INC. By: /s/ Barry J. Cohen Senior Managing Director APPENDIX I BEAR, STEARNS & CO. INC. BGS Systems, Inc. Trades from 03/26/98 through 04/02/98 (Various Firm Accounts) ***** 04/02 ***** 374,022- BGS SYSTEMS INC XCH OA .00 457- BGS SYSTEMS INC XCH OA .00 1,943- BGS SYSTEMS INC XCH OA .00 (Various discretionary accounts) ***** 04/02 ***** 372- BGS SYSTEMS INC XCH OA .00 5,910- BGS SYSTEMS INC XCH OA .00 308- BGS SYSTEMS INC XCH OA .00 240- BGS SYSTEMS INC XCH OA .00 259- BGS SYSTEMS INC XCH OA .00 3,361- BGS SYSTEMS INC XCH OA .00 806- BGS SYSTEMS INC XCH OA .00 21,150- BGS SYSTEMS INC XCH OA .00 3,694- BGS SYSTEMS INC XCH OA .00 -----END PRIVACY-ENHANCED MESSAGE-----