--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
General Bearing Corp.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
369147103
--------------------------------------------------------------------------------
(CUSIP Number)
John Stein, Esq.
44 High Street
West Nyack, New York 10994
(914) 358-6000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 7, 2000
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
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).
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
June H. Geneen, Executor
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares *
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares *
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares *
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 615,284 shares are held by June H. Geneen, Phil E. Gilbert,
Jr. and the United States Trust Company of New York, as executors for the Estate
of Harold S. Geneen.
-2-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
Phil E. Gilbert, Jr., Executor
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 615,284 shares are held by June H. Geneen, Phil E. Gilbert,
Jr. and the United States Trust Company of New York, as executors for the Estate
of Harold S. Geneen.
-3-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
United States Trust Company of New York, Executor 13-381-8954
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 615,284 shares are held by June H. Geneen, Phil E. Gilbert,
Jr. and the United States Trust Company of New York, as executors for the Estate
of Harold S. Geneen.
-4-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
Robert Baruc
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares *
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares *
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares *
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 21,632 shares (including shares purchasable upon the
exercise of options that are currently exercisable or exercisable within 60 days
of the date of this filing) are held by Robert Baruc.
-5-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
Amy Gussack
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 358,890 shares are held by Amy Gussack.
-6-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
David L. Gussack
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 630,290 shares (including shares purchasable upon the
exercise of options that are currently exercisable or exercisable within 60 days
of the date of this filing) are held by David L. Gussack.
-7-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
Faith Gussack
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 300,964 shares are held by Faith Gussack.
-8-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
Lisa Gussack
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 146,643 shares are held by Lisa Gussack.
-9-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
Nina Gussack
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 578,990 shares (including shares purchasable upon the
exercise of options that are currently exercisable or exercisable within 60 days
of the date of this filing) are held by Nina Gussack.
-10-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
Seymour Gussack
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 408,532 shares (including shares purchasable upon the
exercise of options that are currently exercisable or exercisable within 60 days
of the date of this filing) are held by Seymour Gussack.
-11-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
Wendy Gussack
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 11,280 shares are held by Wendy Gussack.
-12-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
Joseph J.C. Hoo
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 63,579 shares are held by Joseph J.C. Hoo.
-13-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
Kermit Moyer
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 11,280 shares are held by Kermit Moyer.
-14-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
Allan Septimus
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 7,178 shares are held by Allan Septimus.
-15-
<PAGE>
SCHEDULE 13D
CUSIP No. 369147103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Not applicable
Allan Stein
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,230,796 Shares*
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,230,796 Shares*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,230,796 Shares*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6% *
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,230,796
and the percentage of Common Stock beneficially owned by each reporting person
is 78.6%, based on the total shares available of 4,111,050 as of the date of
this filing. Of the 3,230,796 shares of Common Stock deemed to be beneficially
owned by the group, 12,280 shares are held by Allan Stein.
-16-
<PAGE>
SCHEDULE 13D STATEMENT
Item 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is
the common stock, par value $0.01 per share ("Common Stock"), of
General Bearing Corporation, a Delaware corporation ("General
Bearing"), whose principal executive offices are located at 44 High
Street, West Nyack, New York 10994.
Item 2. IDENTITY AND BACKGROUND.
Item 2(d): no reporting person has been convicted in a criminal
proceeding during the last five years.
Item 2(e): no reporting person has been a party to a civil
proceeding which resulted in 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 2(f): all reporting persons are citizens of the United States
of America.
The information required for (a) through (c) for each reporting
person is as follows:
(a) June H. Geneen
(b) 740 Jockey Hill Road, Lisbon, NH 03585
(c) Not applicable
(a) Phil E. Gilbert, Jr.
(b) & (c) Attorney at Gilbert Segall & Young, 430 Park Avenue, New
York, NY 10022
(a) United States Trust Company of New York
(b) & (c) State chartered bank and trust company located at 114 West
47th Street, New York, NY 10036
(a) Robert Baruc
(b) & (c) President of A-Pix Entertainment, Inc., 200 Madison
Avenue, 24th Floor, New York, NY 10016
(a) Amy Gussack
(b) & (c) Employed by O-Positive, 316 East Diamond Avenue, Suite
203, Gaithersburg, MD 20877
(a) David L. Gussack
(b) & (c) President of General Bearing Corp., 44 High Street, West
Nyack, NY 10994
(a) Faith Gussack
(b) Home address: 66 Emery Drive, Stamford, CT 06902
-17-
<PAGE>
(c) Not applicable
(a) Lisa Gussack
(b) Home address:16 Avondale Road, White Plains, NY 10605
(c) Not applicable
(a) Nina Gussack
(b) & (c) Attorney at Pepper Hamilton LLP, 3000 Two Logan Square,
18th & Arch Streets, Philadelphia, PA 19103.
(a) Seymour Gussack
(b) & (c) Chairman of the Board of Directors of General Bearing
Corp., 44 High Street, West Nyack, NY 10994
(a) Wendy Gussack
(b) Home address: 13 Hemlock Hollow Road, Armonk, NY 10504
(c) Not applicable
(a) Joseph J.C. Hoo
(b) & (c) Vice President - Advanced Technology and China Affairs of
General Bearing Corp., 44 High Street, West Nyack, NY
10994
(a) Kermit Moyer
(b) & (c) Professor at American University, Massachusetts & Nebraska
Avenues, Washington D.C. 20016
(a) Allan Septimus
(b) & (c) Employed in Special Situations Division of Oscar Gruss &
Son, 74 Broad Street, New York, NY 10004
(a) Allan Stein
(b) & (c) Professor at Rutgers Law School, 217 N. 5th Street,
Camden, NJ 08102
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the merger transaction described in Item 4, the
reporting persons acquired shares of General Bearing Common Stock
upon the conversion of their shares of World Machinery Company
common stock.
Item 4. PURPOSE OF TRANSACTION.
(i) The reporting persons acquired shares of General Bearing
Common Stock as a result of the merger on July 7, 2000 of
Fisco Industries Ltd., a New York corporation and wholly-owned
subsidiary of General Bearing, and World Machinery Company, a
Delaware corporation, pursuant to an Agreement and Plan of
Merger dated June 30, 2000 between Fisco Industries, World
Machinery and General Bearing. Pursuant to the merger, General
Bearing acquired World
-18-
<PAGE>
Machinery, which, prior to the acquisition, owned 74.8% of the
outstanding Common Stock of General Bearing. Prior to the
merger, World Machinery was principally owned by members of
General Bearing's Board of Directors and senior management,
including Seymour Gussack, Chairman of the Board of General
Bearing, David Gussack, General Bearing's President, and Nina
Gussack, a director of General Bearing, and certain of their
family members. Pursuant to the acquisition, World Machinery
became a wholly-owned subsidiary of General Bearing.
As a result of the acquisition, the shares of World Machinery
common stock held by the former World Machinery stockholders
were converted into shares of General Bearing Common Stock.
Under the terms of the merger, each share of common stock of
World Machinery was converted into 1,025.4735 shares of
General Bearing Common Stock. An aggregate of 3,140,000 shares
of General Bearing Common Stock were issued in the merger to
the former World Machinery stockholders, as consideration for
(A) the 2,950,000 shares of General Bearing stock held by
World Machinery, plus (B) the remaining assets of World
Machinery.
Each reporting person was a stockholder of World Machinery
prior to the merger.
(ii) On July 11, 2000, the reporting persons, acting as a group,
submitted an offer to acquire the publicly-held shares of
General Bearing Common Stock for $6.50 per share payable in
cash. A special committee of independent directors of General
Bearing has been formed to evaluate the offer. The offer
contains several conditions for the consummation of the merger
including the reporting persons' ability to secure financing
for the transaction. If the transaction contemplated by the
offer is consummated, then the Common Stock of General Bearing
will become eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934 and
will cease to be quoted on the NASDAQ - Small Cap Market.
Item 5(a). AGGREGATE NUMBER AND PERCENTAGE OF COMMON STOCK.
For purposes of this filing, all reporting persons are acting as a
group pursuant to Rule 13d-5(b)(1) in connection with the offer
submitted to General Bearing to acquire the publicly held shares of
General Bearing Common Stock. As such, each reporting person is
deemed to have acquired beneficial ownership of all equity
securities of General Bearing beneficially owned by the other
members of the group for purposes of Section 13(d) of the Act and
this filing. Therefore, the aggregate number of shares of Common
Stock beneficially owned by each reporting person is 3,230,796, and
the percentage of Common Stock beneficially owned by each reporting
person is 78.6%, based on the total shares outstanding of 4,111,050
as of the date of this filing.
Item 5(b). NUMBER OF SHARES AS TO WHICH PERSON HAS VOTING AND DISPOSITIVE
POWER.
-19-
<PAGE>
Because the reporting persons are members of a group, as described
in Item 5(a), each member is deemed to share the power to vote or
direct the vote, and the power to dispose or direct the disposition,
of all shares of Common Stock held by the other members of the
group, for purposes of this filing. As such, each reporting person
is deemed to be the beneficial owner of an aggregate of 3,230,796
shares of Common Stock.
The following information is provided to clarify that the 3,230,796
shares of Common Stock deemed to be beneficially owned by the
reporting persons, though aggregated for the purposes of this group
filing, is actually held individually in the name of each reporting
person, except where indicated:
615,284 shares of Common Stock are held by June H. Geneen, Phil E.
Gilbert, Jr. and the United States Trust Company of New York, as
executors for the Estate of Harold S. Geneen.
63,579 shares of Common Stock are held by Joseph J.C. Hoo.
408,532 shares of Common Stock (including shares purchasable upon
the exercise of options that are currently exercisable or
exercisable within 60 days of the date of this filing) are held by
Seymour Gussack. In addition, Seymour Gussack may be deemed to be
the beneficial owner of the 5,000 shares of Common Stock held by
Gussack Realty Company, a New York general partnership ("Realty
Company"), of which Seymour Gussack is a general partner.
300,464 shares of Common Stock are held by Faith Gussack and 21,132
shares of Common Stock (including shares purchasable upon the
exercise of options that are currently exercisable or exercisable
within 60 days of the date of this filing) are held by Robert Baruc.
Faith Gussack and Robert Baruc are married and hold 500 shares of
Common Stock jointly. Faith Gussack and Robert Baruc are the parents
of Siri Baruc, Jonathan Baruc and Rebecca Baruc. 7,178 shares of
Common Stock are held in the name of Jonathan Baruc. 7,178 shares of
Common Stock are held in the name of Rebecca Baruc. 3,076 shares of
Common Stock are held in the name of Siri Baruc. All three children
are under the age of 18 and live with their parents. In addition,
Faith Gussack may be deemed to be the beneficial owner of the 5,000
shares of Common Stock held by Realty Company, of which Faith
Gussack is a general partner.
358,890 shares of Common Stock are held by Amy Gussack and 11,280
shares of Common Stock are held by Kermit Moyer. Amy Gussack and
Kermit Moyer are married. In addition, Amy Gussack may be deemed to
be the beneficial owner of the 5,000 shares of Common Stock held by
Realty Company, of which Amy Gussack is a general partner.
146,643 shares of Common Stock are held by Lisa Gussack and 7,178
shares of Common Stock are held by Allan Septimus. Lisa Gussack and
Allan Septimus are married and the parents of Adam Bellin and Sophie
Rose Bellin. 15,382 shares of Common Stock are held in the name of
Adam Bellin. 7,178 shares of Common Stock are held in the name of
Sophie Rose Bellin. Both children are under the age of 18 and live
with their parents. In addition, Lisa Gussack may be deemed to be
the beneficial owner of the 5,000 shares of Common Stock held by
Realty Company, of which Lisa Gussack is a general partner.
-20-
<PAGE>
578,990 shares of Common Stock (including shares purchasable upon
the exercise of options that are currently exercisable or
exercisable within 60 days of the date of this filing) are held by
Nina Gussack and 12,280 shares of Common Stock are held by Allan
Stein. Nina Gussack and Allan Stein are married and the parents of
Benjamin Stein and Daniel Stein. 3,076 shares of Common Stock are
held in the name of Benjamin Stein. 3,076 shares of Common Stock are
held in the name of Daniel Stein. Both children are under the age of
18 and live with their parents. In addition, Nina Gussack may be
deemed to be the beneficial owner of the 5,000 shares of Common
Stock held by Realty Company, of which Nina Gussack is a general
partner.
630,290 shares of Common Stock (including shares purchasable upon
the exercise of options that are currently exercisable or
exercisable within 60 days of the date of this filing) are held by
David Gussack and 11,280 shares of Common Stock are held by Wendy
Gussack. David Gussack and Wendy Gussack are married. Wendy Gussack
is the parent of, and David Gussack is the step-parent of, Linda M.
Herrera and Jessica L. Corsino. David Gussack and Wendy Gussack are
also the parents of Natasha Eve Gussack. 3,076 shares of Common
Stock are held in the name of Linda M. Herrera. 3,076 shares of
Common Stock are held in the name of Jessica L. Corsino. 7,178
shares of Common Stock are held in the name of Natasha Eve Gussack.
All children are under the age of 18 and live with their
parents/step-parents. In addition, David Gussack may be deemed to be
the beneficial owner of the 5,000 shares of Common Stock held by
Realty Company, of which David Gussack is a general partner.
Item 5(c). TRANSACTIONS
Other than the transactions described in Item 4, the reporting
persons have not effected any transactions in General Bearing Common
Stock during the past 60 days.
Item 5(d). OTHER PERSONS HAVING RIGHTS TO PROCEEDS RELATED TO SECURITIES
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 the General Bearing Common Stock beneficially owned by each
reporting person.
Item 5(e). DATE ON WHICH REPORTING PERSONS CEASED TO BE BENEFICIAL OWNER OF
MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES
Not Applicable
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
For purposes of this filing, all reporting persons are acting as a
group pursuant to Rule 13d-5(b)(1) in that they are acting together
for the purposes of acquiring equity securities
-21-
<PAGE>
of General Bearing in relation to the transactions described in
detail in Item 4(ii). Other than this relationship, the reporting
persons have not entered into any contracts, arrangements,
understandings or relationships with respect to any securities of
General Bearing.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Joint filing agreement
(b) Merger Agreement of June 30, 2000 (incorporated by reference
to Exhibit 2.1 of General Bearing Corp.'s Form 8-K filed on
July 24, 2000)
-22-
<PAGE>
SIGNATURES
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.
Date: 09-18-00 Date: 08-04-00
/s/ June H. Geneen /s/ Nina Gussack
----------------------------------- -----------------------------------
June H. Geneen* Nina Gussack
Date: 08-25-00 Date: 08-03-00
/s/ Phil E. Gilbert, Jr. /s/ Seymour Gussack
----------------------------------- -----------------------------------
Phil E. Gilbert, Jr.* Seymour Gussack
UNITED STATES TRUST COMPANY Date: 08-03-00
OF NEW YORK* /s/ Wendy Gussack
Date: 08-25-00 -----------------------------------
/s/ Steven S. Kirkpatrick Wendy Gussack
-----------------------------------
By: Steven S. Kirkpatrick
Date: 08-08-00
/s/ Joseph J.C. Hoo
Date: 08-03-00 -----------------------------------
/s/ Robert Baruc Joseph J.C. Hoo
-----------------------------------
Robert Baruc
Date: 08-03-00
/s/ Kermit Moyer
Date: 08-03-00 -----------------------------------
/s/ Amy Gussack Kermit Moyer
-----------------------------------
Amy Gussack
Date: 08-03-00
/s/ Allan Septimus
Date: 08-03-00 -----------------------------------
/s/ David L. Gussack Allan Septimus
-----------------------------------
David L. Gussack
Date: 08-04-00
/s/ Allan Stein
Date: 08-03-00 -----------------------------------
/s/ Faith Gussack Allan Stein
-----------------------------------
Faith Gussack
Date: 08-03-00
/s/ Lisa Gussack
-----------------------------------
Lisa Gussack
*As executors for the Estate of Harold S. Geneen
-23-
