-----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, Rc9duAo+64IMR+HoBjFpqZm6SYSXyodm5Ch6oV8lBCKvf9vPHzkmWN7vQjkmGD+l 2m75wcSfGrDKf1/soLZJ8g== 0001144204-07-032228.txt : 20070618 0001144204-07-032228.hdr.sgml : 20070618 20070615212324 ACCESSION NUMBER: 0001144204-07-032228 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070618 DATE AS OF CHANGE: 20070615 GROUP MEMBERS: ARMAND B. ERPF GROUP MEMBERS: CHANNEL PARTNERSHIP II, L.P. GROUP MEMBERS: GOLDSMITH & HARRIS ASSET MANAGEMENT LLC GROUP MEMBERS: GOLDSMITH & HARRIS CAPITAL APPRECIATION LLC GROUP MEMBERS: GOLDSMITH & HARRIS INCORPORATED GROUP MEMBERS: JAY R. HARRIS GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: PHILIP W. GOLDSMITH GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE L.P.I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BREEZE-EASTERN CORP CENTRAL INDEX KEY: 0000099359 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 954062211 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38259 FILM NUMBER: 07924416 BUSINESS ADDRESS: STREET 1: 700 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 908-688-2440 MAIL ADDRESS: STREET 1: 700 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 FORMER COMPANY: FORMER CONFORMED NAME: TRANSTECHNOLOGY CORP. DATE OF NAME CHANGE: 20061006 FORMER COMPANY: FORMER CONFORMED NAME: BREEZE-EASTERN CORP DATE OF NAME CHANGE: 20061005 FORMER COMPANY: FORMER CONFORMED NAME: TRANSTECHNOLOGY CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 SC 13D/A 1 v078220_sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 3)
 
Under the Securities Exchange Act of 1934

BREEZE-EASTERN CORPORATION 
(Name of Issuer)
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
106764103
(CUSIP Number)
 
 
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus
Goldsmith & Harris Incorporated
80 Pine Street
New York, NY 10005
Attention: Mr. Philip W. Goldsmith
   
Copy to:
Jeffrey S. Tullman, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 541-6222
Copy to:
Faith Colish, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street
New York, New York 10005
(212) 732-3200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 11, 2007 
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o (See explanatory note to this Schedule 13D)

 
 CUSIP No. 106764103
 13D/A
 Page 1 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Partners Small Cap Value, L.P.
13-3688497
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
528,933      (See Item 5)
8
SHARED VOTING POWER
 
0      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
528,933      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0      (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,933    (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14
TYPE OF REPORTING PERSON*
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 CUSIP No. 106764103
 13D/A
 Page 2 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Small Cap Value Offshore Fund, Ltd.
(No IRS Identification No.)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
784,255      (See Item 5)
8
SHARED VOTING POWER
 
0      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
784,255      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0      (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,255      (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14
TYPE OF REPORTING PERSON*
 
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!



 
 CUSIP No. 106764103
 13D/A
 Page 3 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Partners Small Cap Value L.P.I
13-3953291
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
719,445      (See Item 5)
8
SHARED VOTING POWER
 
0      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
719,445      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0      (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
719,445      (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14
TYPE OF REPORTING PERSON*
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 CUSIP No. 106764103
 13D/A
 Page 4 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Channel Partnership II, L.P.
22-3215653
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
38,400      (See Item 5)
8
SHARED VOTING POWER
 
0      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
38,400      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0      (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,400      (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14
TYPE OF REPORTING PERSON*
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 
 CUSIP No. 106764103
 13D/A
 Page 5 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Capital Management, LLC
 13-4018186
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
 
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
1,248,378      (See Item 5)
8
SHARED VOTING POWER
 
0      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
1,248,378      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0      (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,248,378      (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14
TYPE OF REPORTING PERSON*
 
OO
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 
 CUSIP No. 106764103
 13D/A
 Page 6 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Capital, Inc.
13-3688495
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
 
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
784,255      (See Item 5)
8
SHARED VOTING POWER
 
0      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
784,255      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0      (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,255      (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14
TYPE OF REPORTING PERSON*
 
CO
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
 CUSIP No. 106764103
 13D/A
 Page 7 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Nelson Obus
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
 
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
38,400      (See Item 5)
8
SHARED VOTING POWER
 
2,032,633      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
38,400      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
2,032,633      (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,071,033     (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
14
TYPE OF REPORTING PERSON*
 
IN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 
 CUSIP No. 106764103
 13D/A
 Page 8 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Joshua Landes
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
 
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
0      (See Item 5)
8
SHARED VOTING POWER
 
2,032,633      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
0      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
2,032,633      (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,032,633      (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
14
TYPE OF REPORTING PERSON*
 
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 CUSIP No. 106764103
 13D/A
 Page 9 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Goldsmith & Harris Incorporated
13-37441461
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
 
(b) o
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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
10      (See Item 5)
8
SHARED VOTING POWER
 
0      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
10      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
761,573      (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
761,583      (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
14
TYPE OF REPORTING PERSON*
 
CO


 
 CUSIP No. 106764103
 13D/A
 Page 10 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Goldsmith & Harris Asset Management LLC
71-1005193
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
 
(b) o
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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
0      (See Item 5)
8
SHARED VOTING POWER
 
128,501      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
0      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
128,501      (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,501      (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14
TYPE OF REPORTING PERSON*
 
OO
 

 
 CUSIP No. 106764103
 13D/A
 Page 11 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Goldsmith & Harris Capital Appreciation LLC
65-1280049
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
 
(b) o
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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
0      (See Item 5)
8
SHARED VOTING POWER
 
128,501      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
0      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
128,501      (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,501      (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14
TYPE OF REPORTING PERSON*
 
OO


 
 CUSIP No. 106764103
 13D/A
 Page 12 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Philip W. Goldsmith
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
 
(b) o
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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
24,490      (See Item 5)
8
SHARED VOTING POWER
 
128,501      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
26,490      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
890,084      (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
916,574      (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14
TYPE OF REPORTING PERSON*
 
IN

 
 
 CUSIP No. 106764103
 13D/A
 Page 13 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Jay R. Harris
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
 
(b) o
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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
193,500      (See Item 5)
8
SHARED VOTING POWER
 
128,501      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
218,400      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
890,084      (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,108,484      (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
14
TYPE OF REPORTING PERSON*
 
IN

 
 
 CUSIP No. 106764103
 13D/A
 Page 14 of 21 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Armand B. Erpf
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
 
(b) o
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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
0      (See Item 5)
8
SHARED VOTING POWER
 
128,501      (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
0      (See Item 5)
10
SHARED DISPOSITIVE POWER
 
128,501     (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,501    (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14
TYPE OF REPORTING PERSON*
 
IN
 
 
 
 CUSIP No. 106764103
 13D/A
 Page 15 of 21 Pages


This Amendment No. 3 (the “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on April 2, 2007, as amended by Amendment No. 1 filed on April 24, 2007, and as further amended by Amendment No. 2 filed on May 16, 2007 (collectively, the “Schedule 13D”) by the Wynnefield Reporting Persons and the G&H Reporting Persons (each as defined in the Schedule 13D and collectively referred to herein as the “Reporting Persons”) with respect to shares of common stock, par value $0.01 (the “Common Shares”) of Breeze-Eastern Corporation (the “Issuer”), whose principal executive offices are located at 700 Liberty Avenue, Union, New Jersey 07083. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(1)    Wynnefield Reporting Persons.

The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $18,386,889.00 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Person who directly beneficially owns such securities.

(2)    G&H Reporting Persons.

The securities reported in this Schedule 13D as directly beneficially owned by the G&H Reporting Persons were acquired with funds of approximately $4,833,316.40 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the G&H Reporting Person who directly beneficially owns such securities.
 
 
 CUSIP No. 106764103
 13D/A
 Page 16 of 21 Pages

Item 5. Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
As of June 15, 2007, the Wynnefield Reporting Persons and the G&H Reporting Persons may be deemed to beneficially own collectively an aggregate of 3,179,517 shares constituting approximately 34.2% of the outstanding shares of the Shares (the percentage of shares owned being based upon 9,290,421 Shares outstanding as of June 1, 2007, as set forth in the Issuer’s most recent report on Form 10-K for the year ended March 31, 2007, filed with the Commission on June 14, 2007). The Wynnefield Reporting Persons and the G&H Reporting Persons both expressly disclaim beneficial ownership for all purposes of the Common Shares held by each of the other Reporting Persons. Each of the Group members disclaims any pecuniary interest in the Common Shares beneficially owned by any other Group member.
 
Wynnefield Reporting Persons.

(a) - (d). As of June 15, 2007, the Wynnefield Reporting Persons beneficially owned in the aggregate 2,071,033 Common Shares, constituting approximately 22.3% of the outstanding shares of Common Shares (the percentage of shares owned being based upon 9,290,421 Common Shares outstanding as of June 1, 2007, as set forth in the Issuer’s most recent report on Form 10-K for the year ended March 31, 2007, filed with the Securities and Exchange Commission on June 14, 2007). The following table sets forth certain information with respect to Common Shares directly beneficially owned by the Wynnefield Reporting Persons listed below:
 
Name
Number of Shares
Percentage of Outstanding Shares
Partnership
528,933
5.7%
Partnership-I
719,445
7.7%
Fund
784,255
8.4%
Channel
38,400
0.4%
 
 
 CUSIP No. 106764103
 13D/A
 Page 17 of 21 Pages
 
WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Shares that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that WCM may be deemed to beneficially own.
 
Each of Messrs. Obus and Landes, as co-managing members of WCM, shares with the other the power to direct the voting and disposition of the Common Shares that WCM may be deemed to beneficially own. WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Wynnefield Offshore beneficially owns.
 
WCI as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Shares that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as executive officers of WCI, shares with the other the power to direct the voting and disposition of the Common Shares that WCI may be deemed to beneficially own.
 
Mr. Obus is the general partner of Channel and accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Channel may be deemed to beneficially own. Mr. Obus, as the general partner of Channel, has the sole power to direct the voting and disposition of the Common Shares beneficially owned by Channel.
 
Beneficial ownership of the Common Shares shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 2,071,033 Common Shares, constituting approximately 22.3% of the outstanding Common Shares (the percentage of shares owned being based upon 9,290,421 Common Shares outstanding as of June 1, 2007, as set forth in the Issuer’s most recent report on Form 10-K for the year ended March 31, 2007, filed with the Securities and Exchange Commission on June 14, 2007).
 
The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
  
Except as set forth below, to the best knowledge of the Wynnefield Reporting Persons, except as described in this Schedule 13D, none of the Wynnefield Reporting Persons, any person in control (ultimately or otherwise) of the Wynnefield Reporting Persons, any general partner, executive officer or director thereof, as applicable, beneficially owns any Shares, and there have been no transactions in the Shares affected during the past 60 days, by the Wynnefield Reporting Persons, any person in control of the Wynnefield Reporting Persons (ultimately or otherwise), or any general partner, executive officer or director thereof, as applicable.
 
 CUSIP No. 106764103
 13D/A
 Page 18 of 21 Pages
 
The Wynnefield Reporting Persons have purchased Common Shares during the last 60 days, as follows, each of which was made in a broker’s transaction in the open market (prices do not reflect brokerage commissions).
 
Name
Date
Number of Common Shares
Price Per Share
Partnership
June 11, 2007
60,000
$12.05
Partnership I
June 11, 2007
82,800
$12.05
Fund
June 11, 2007
95,000
$12.05
Partnership
June 13, 2007
69,000
$12.80
Partnership
June 13, 2007
2,000
$13.49
Partnership I
June 13, 2007
123,000
$12.80
Fund
June 13, 2007
140,000
$12.80
Partnership
June 14, 2007
5,000
$14.1008
 

 
(e). Not applicable.

(2)    G&H Reporting Persons.
 
(a) - (d). As of June 15, 2007, the G&H Reporting Persons beneficially owned in the aggregate 1,134,974 Common Shares, constituting approximately 12.2% of the outstanding shares of Common Shares (the percentage of shares owned being based upon 9,290,421 Common Shares outstanding as of June 1, 2007, as set forth in the Issuer’s most recent report on Form 10-K for the year ended March 31, 2007, filed with the Securities and Exchange Commission on June 14, 2007). The following table sets forth certain information with respect to Common Shares directly beneficially owned by the G&H Reporting Persons listed below:
 
Name
 
Number of Common Shares
 
Percentage of Outstanding
Common Shares
Philip W. Goldsmith
 
24,490
 
0.2 %
Jay R. Harris
 
193,500
 
2.1%
GHCA
 
128,501
 
1.4%
G&H
 
10
 
less than 0.1%
 
G&H may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares by virtue of its investment discretion over and the power to dispose or to direct the disposition of accounts of its clients that hold 761,573 Common Shares.
 
GHAM may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the 128,501 Common Shares held by GHCA by virtue of its position as investment advisor of GHCA.
 
Each of Messrs. Harris and Goldsmith may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of Common Shares that G&H may be deemed to beneficially own through their positions as President and Chairman, respectively, of G&H by virtue of its investment discretion over and the power to dispose or to direct the disposition of accounts of its clients that hold 761,573 Common Shares.

Each of Messrs. Harris, Goldsmith and Erpf may be deemed to be the indirect beneficial owners (as that term is defined under Rule 13d-3 under the Exchange Act) of Common Shares that GHAM may be deemed to beneficially own through their positions as Managing Directors of GHAM, a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, through which they share investment discretion and voting control over the 128,501 Common Shares held by GHCA.
 
 CUSIP No. 106764103
 13D/A
 Page 19 of 21 Pages
 
Mr. Harris may also be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of 24,900 Common Shares through family-related accounts, over which neither G&H nor GHAM has investment discretion or voting control.
 
Mr. Goldsmith may also be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of 8,000 Common Shares through family-related accounts, over which neither G&H nor GHAM has investment discretion or voting control.
 
Beneficial ownership of the Common Shares shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the G&H Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the G&H Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 1,134,974 Common Shares, constituting approximately 12.2% of Common Shares (the percentage of shares owned being based upon 9,290,421 Common Shares outstanding as of June 1, 2007, as set forth in the Issuer’s most recent report on Form 10-K for the year ended March 31, 2007, filed with the Securities and Exchange Commission on June 14, 2007).
 
The filing of this Schedule 13D and any future amendment by the G&H Reporting Persons, and the inclusion of information herein and therein with respect to Messrs. Harris and Goldsmith, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of Messrs. Harris and Goldsmith disclaims any beneficial ownership of the shares covered by this Schedule 13D.
 
To the best knowledge of the G&H Reporting Persons, except as described in this Schedule 13D, none of the G&H Reporting Persons, any person in control (ultimately or otherwise) of the G&H Reporting Persons, any general partner, executive officer or director thereof, as applicable, beneficially owns any Common Shares, and there have been no transactions in the Common Shares affected during the past 60 days, by the G&H Reporting Persons , any person in control of the G&H Reporting Persons (ultimately or otherwise), or any general partner, executive officer or director thereof, as applicable.
  
The G&H Reporting Persons have sold Common Shares during the last 60 days, as follows, each of which was made in a broker’s transaction in the open market (prices do not reflect brokerage commissions).
 
 
Name
Date
Number of Common Shares
Price Per Share
GHCA
June 11, 2007
50,000
$12.05
GHCA
 June 13, 2007 10,798 $12.80

(e). Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the Issuer.
 
Item 6 of the Schedule 13D is hereby amended to add the following:
 
The Wynnefield Reporting Persons are parties to a stock purchase agreement dated February 15, 2006, with respect to a private placement of the Issuer’s Common Shares. Pursuant to the terms of such agreement, the Wynnefield Reporting Persons agreed that they would refrain from purchasing any additional securities of the Issuer upon receipt of a notice from the Issuer that the Issuer had determined that additional acquisitions of the Issuer’s securities may subject the utilization of the Issuer’s net operating losses to Section 382 limitations under the Internal Revenue Code. On June 14, 2007, the Wynnefield Reporting Persons received such a notice from the Issuer and will abide by their contractual obligations to refrain from purchasing any additional securities of the Issuer until they request and receive written approval from the Issuer in accordance with the terms of the agreement.
 
 
 CUSIP No. 106764103
 13D/A
 Page 20 of 21 Pages
 
SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
 
Dated: June 15, 2007
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

By: Wynnefield Capital Management, LLC,
its General Partner
 
By: /s/ Nelson Obus                                     
Nelson Obus, Co-Managing Member
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., I
 
By: Wynnefield Capital Management, LLC,
its General Partner
 
By: /s/ Nelson Obus                                     
Nelson Obus, Co-Managing Member
 
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
 
By: Wynnefield Capital, Inc.,
its Investment Manager

By: /s/ Nelson Obus                                     
Nelson Obus, President
 
WYNNEFIELD CAPITAL MANAGEMENT, LLC
 
By: /s/ Nelson Obus                                     
      Nelson Obus, Co-Managing Member
 
WYNNEFIELD CAPITAL, INC.
 
By: /s/ Nelson Obus                                     
Nelson Obus, President

CHANNEL PARTNERSHIP II, L.P.

By: /s/ Nelson Obus                                     
      Nelson Obus, General Partner

/s/ Nelson Obus                                            
Nelson Obus, Individually

/s/ Joshua H. Landes                                    
Joshua H. Landes, Individually

Signature page to 13D
 
 CUSIP No. 106764103
 13D/A
 Page 21 of 21 Pages
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
 
Dated: June 15, 2007
 
GOLDSMITH & HARRIS INCORPORATED

By: /s/ Philip W. Goldsmith                         
       Philip W. Goldsmith, Chairman


GOLDSMITH & HARRIS ASSET MANAGEMENT, LLC

By: /s/ Philip W. Goldsmith                         
       Philip W. Goldsmith, Managing Director

 

GOLDSMITH & HARRIS CAPITAL APPRECIATION, LLC

By: /s/ Philip W. Goldsmith                         
        Philip W. Goldsmith, Managing Director

 /s/ Philip W. Goldsmith                       
        Philip W. Goldsmith
 
 /s/ Jay R. Harris                                    
         Jay R. Harris
 
        /s/ Armand B. Erpf                                
         Armand B. Erpf


 
Signature page to 13D
 
 -----END PRIVACY-ENHANCED MESSAGE-----