-----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, SLMeOiJjudUEN9MzZTSdAikkUUlq9ct0yWGIb+I9wdPZh7AN/q4auisGMUxFaYu2 j4dRqa9QJmIulsfRNr80wA== 0000908737-98-000047.txt : 19980112 0000908737-98-000047.hdr.sgml : 19980112 ACCESSION NUMBER: 0000908737-98-000047 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980109 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEI ELECTRONICS INC CENTRAL INDEX KEY: 0000851478 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 710455756 STATE OF INCORPORATION: DE FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40714 FILM NUMBER: 98503675 BUSINESS ADDRESS: STREET 1: ONE POST ST STREET 2: STE 2500 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159564477 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLLYBANK INVESTMENTS LP CENTRAL INDEX KEY: 0000934299 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CENTER SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6175268963 MAIL ADDRESS: STREET 1: ONE FINANCIAL CENTER SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02111 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* BEI ELECTRONICS, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 055 38E 109 (CUSIP Number) Hollybank Investments, LP One Financial Center, Suite 1600 Boston, Massachusetts 02111 (617) 526-8963 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 1997 (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 o. Check the following box if a fee is being paid with the statement o. (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: 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. 055 38E 109 Page 2 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hollybank Investments, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 545,500 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER 545,500 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 545,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 055 38E 109 Page 3 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dorsey R. Gardner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF SHARES 40,000** **Please refer to Item 5, page BENEFICIALLY 5 for disclaimer of OWNED BY beneficial ownership. EACH REPORTING PERSON WITH 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER 40,000** **Please refer to Item 5, page 5 for disclaimer of beneficial ownership. 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,000** **Please refer to Item 5, page 5 for disclaimer of beneficial ownership. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%** **Please refer to Item 5, page 5 for disclaimer of beneficial ownership. 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 055 38E 109 Page 4 of 10 Pages Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is the Common Stock, par value $0.001 per share (the "Shares"), of BEI Electronics, Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive office is One Post Street, Suite 2500, San Francisco, California 94104. Item 2. Identity and Background The persons filing this Statement are Hollybank Investments, LP, a Delaware limited Partnership ("LP") and Dorsey R. Gardner, the general partner of LP ("Gardner"). The business address of both Gardner and LP is One Financial Center, Suite 1600, Boston, Massachusetts, 02111. LP was formed on January 14, 1994, and is authorized to conduct any business which may be legally conducted by a limited partnership under the laws of Delaware. As of the date hereof, LP's sole business is securities investment. During the last five years, neither Gardner nor LP has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), nor has either Gardner or LP been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Gardner or LP was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration This statement relates specifically to LP's December 31, 1997 purchase of 50,000 Shares of BEI Electronics, Inc. at a per share price of $4.0925 (including the $.04/share commission) on the NASDAQ System. This purchase, when aggregated with Gardner and LP's previously purchased Shares, gives Gardner deemed beneficial ownership of 585,500 of the 7,556,534 outstanding Shares. LP used its working capital to make this and every other Share purchase, while Gardner has used his personal funds for his purchases. Item 4. Purpose of Transaction LP and Gardner have purchased their respective shares strictly for the purpose of equity security investment. Neither Gardner nor LP has any present plans or proposals which would relate to or result in: SCHEDULE 13D CUSIP No. 055 38E 109 Page 5 of 10 Pages (a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure; (g) Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a)(i) As of the date of this Statement, LP is the beneficial owner of 545,500 Shares (approximately 7.2% of the outstanding Shares as of December 8, 1997, based on information provided in the Company's 10-K filed December 23, 1997). Gardner, as general partner of LP, may be deemed to beneficially own Shares beneficially owned by LP. Except to the extent of his interest as a limited partner in LP, Gardner expressly disclaims such beneficial ownership and the filing of this statement shall not be construed as an admission that Gardner is the beneficial owner of the Shares owned by LP and covered by this Statement. SCHEDULE 13D CUSIP No. 055 38E 109 Page 6 of 10 Pages (ii) As of the date of this Statement, Gardner beneficially owns 40,000 Shares (approximately 0.5% of the outstanding Shares as of December 8, 1997, based on information provided in the Company's 10-K filed December 23, 1997). Except to the extent of his interest as a limited partner in LP, Gardner expressly disclaims beneficial ownership of any Shares which may be beneficially owned by LP, and the filing of this statement shall not be construed as an admission that Gardner is the beneficial owner of such Shares. (b) LP has sole voting power and sole investment power with respect to the Shares reported in (a)(i) above. Gardner has sole voting and investment power with respect to the Shares reported in (a)(ii) above. (c)(i) LP has, during the past 60 days, effected the following Share purchases: DATE SHARES PURCHASED PRICE PER SHARE 12/31/97 50,000 4.0925 These purchases, accomplished via NASDAQ System trades, were effected strictly as security investments. As a result of these purchases, LP is the beneficial owner of the 545,500 Shares referenced in (a)(i) above. (ii) Gardner has, during the past 60 days, not effected any Share purchases. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares reported on this Statement. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer There are no contracts, arrangements, understandings or relationships (legal or otherwise) between LP or Gardner and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits The following document is filed herewith as an exhibit to this statement: (a) Joint Filing Agreement SCHEDULE 13D CUSIP No. 055 38E 109 Page 7 of 10 Pages 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. HOLLYBANK INVESTMENTS, LP By: /s/ Dorsey R. Gardner Dorsey R. Gardner General Partner /s/ Dorsey R. Gardner Dorsey R. Gardner Date: 1/7/98 SCHEDULE 13D CUSIP No. 055 38E 109 Page 8 of 10 Pages EXHIBIT INDEX Exhibit Page 99.1 Joint Filing Agreement 10 EX-99.1 2 AGREEMENT Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D (or any amendment thereof) need be filed on their behalf with respect to the beneficial ownership of any equity securities of BEI Electronics, Inc. or any subsequent acquisitions or dispositions of equity securities of BEI Electronics, Inc. by any of the undersigned. Date: 1/7/98 HOLLYBANK INVESTMENTS, LP By: /s/ Dorsey R. Gardner Dorsey R. Gardner General Partner /s/ Dorsey R. Gardner Dorsey R. Gardner -----END PRIVACY-ENHANCED MESSAGE-----