SC 13D/A 1 v082500_sc-13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 5)
 
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)

July 31, 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 17 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 17 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 17 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 17 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 17 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 17 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 17 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 17 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 17 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 17 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 17 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 17 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 17 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 17 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 17 Pages

This Amendment No. 5 (the “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on April 2, 2007, as further amended by Amendment No. 1 filed on April 24, 2007, as further amended by Amendment No. 2 filed on May 16, 2007, as further amended by Amendment No. 3 filed on June 18, 2007 and as further amended by Amendment No. 4 filed on June 22, 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 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by the addition of the following:
 
On July 31, 2007, the Reporting Persons entered into an agreement with respect to the slate of nominees to be proposed by the Issuer for election as directors at the Issuer’s 2007 annual meeting. Under the terms of The “Settlement Agreement” dated as of July 31, 2007, by and among the Issuer, Tinicum Capital Partners II, L.P. and Tinicum Capital Partners II Parallel Fund, L.P. (collectively, “Tinicum”), and the Reporting Persons, the nominees to be named in the Issuer’s proxy materials for election to the Issuer’s eight member board will be current directors William J. Recker, William M. Shockley and Robert L G. White, and new nominees William H. Alderman, Charles W. Grigg, Jay R. Harris, Russell M. Sarachek and Frederick Wasserman (collectively, the “Nominees”). Messrs. Alderman, Harris, Saracheck and Wasserman previously had been proposed as nominees to the Issuer by the Reporting Persons in a preliminary proxy statement filed with the Securities and Exchange Commission. Messrs. Grigg and Shockley are affiliated with Tinicum.

The Settlement Agreement further provides that the Reporting Persons will withdraw its nominees to the Issuer’s Board and terminate its proxy solicitation. The members of the Reporting Persons and Tinicum have further agreed to refrain from submitting any stockholder proposal or director nominations at the 2007 annual meeting and at any other meetings of the Issuer’s stockholders which may be held prior to and including the Issuer’s 2008 annual meeting, subject to certain conditions. As of the date of the Settlement Agreement, the Reporting Persons beneficially owned, in the aggregate, 3,206,007 Common Shares, or 34.4%, of the Issuer’s Common Shares and Tinicum beneficially owned 2,471,067 Common Shares, or 26.5%, of the Common Shares. The Issuer also agreed to reimburse certain out-of-pocket expenses of the Reporting Persons and Tinicum.

The Settlement Agreement provides that the Issuer will recommend, and reflect such recommendation in its definitive proxy statement, a vote "for" the Nominees at the 2007 annual meeting which will be held within 60 days of the previously announced record date of July 25, 2007.

Under the Settlement Agreement, the members of the Reporting Persons and Tinicum have agreed to cause all Common Shares held of record or beneficially owned by them or any affiliate on the record date, with respect to which they have shared or sole voting power, to be present at the 2007 annual meeting for quorum purposes and to be voted at the 2007 annual meeting in favor of the election of the Nominees and against any proposal made in opposition to, or in competition with, any proposal or Nominee recommended by the Issuer’s Board at the annual meeting. In addition, each member of the Reporting Persons is obligated to use commercially reasonable efforts to cause all Common Shares with respect to which such member shares investment discretion and does not have sole voting power to be present at the annual meeting for quorum purposes and to be voted in the manner described above. As a result of the Settlement Agreement, the Reporting Persons have notified the Securities and Exchange Commission that they have terminated their proxy contest and withdraw their preliminary proxy statement filed with the Commission on June 18, 2007.
 
The summary of the terms of the Settlement Agreement as set forth herein is qualified in its entirety by reference to the Settlement Agreement, a copy of which is attached hereto as Exhibit 99.7.
 
In connection with the execution of the Settlement Agreement, each of the Wynnefield Reporting Persons and the G&H Persons entered into an agreement dated as of July 30, 2007 (the “Reporting Persons Agreement”), pursuant to which their respective obligations under the previously entered Voting Agreement and Joint Filing Agreement were terminated. Accordingly, the Wynnefield Reporting Persons and the G&H Reporting Persons will cease to be a group under the Securities Exchange Act of 1934, as amended, and will re-commence reporting their respective beneficial ownership of the Common Shares on separate Statements of Beneficial Ownership on Schedule 13D. Additionally, the Reporting Persons Agreement grants to the parties thereto a right of first refusal with respect to proposed sales or transfers of the Common Shares beneficially owned by each of the Wynnefield Reporting Persons and the G&H Persons, other than to their respective affiliated entities. The summary of the terms of the Reporting Persons Agreement as set forth herein is qualified in its entirety by reference to the Reporting Persons Agreement, a copy of which is attached hereto as Exhibit 99.8.
 
Other than as set forth in this Item 4, no Reporting Persons have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of the Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, and may seek to engage in discussions with other stockholders and/or with management and the Board of Directors of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may, subject to any obligations set forth in the Voting Agreement,  in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Shares, engaging in short selling of or any hedging or similar transaction with respect to the Common Shares, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraph (a) through (j) of Item 4 of the Schedule 13D.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Reference is made to the Settlement Agreement and the Reporting Persons Agreement described in Item 4.

Item 7.  Material to be Filed as Exhibits
 
Item 7 of the Schedule 13D is hereby amended to add the following:

 
The following exhibits are filed as part of this Schedule 13D:
 
  Exhibit 99.7
Settlement Agreement dated as of July 31, 2007, by and among the company, Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P. and a stockholder group consisting of the Wynnefield Reporting Persons and the G&H Reporting Persons.
Exhibit 99.8
Agreement dated as of August 8, 2007 by and between the Wynnefield Reporting Persons and the G&H Reporting Persons.
 
 
 CUSIP No. 106764103
 13D/A
 Page 16 of 17 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: August  8, 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 17 of 17 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: August  8, 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