SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ORA ELECTRONICS, INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- ------------------------------------------------------------------------------
(Title and Class of Securities)
671009 10 8
- ------------------------------------------------------------------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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>
1) NAMES OF REPORTING PERSONS AND S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS:
Gershon N. Cooper Social Security Number ###-##-####
- ------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) N/A
(b) N/A
- ------------------------------------------------------------------------------
3) SEC USE ONLY:
- ------------------------------------------------------------------------------
4) CITIZENSHIP OR PLACE OF ORIGIN: United States
- ------------------------------------------------------------------------------
NUMBER OF 5) SOLE VOTING POWER: N/A
SHARES BENE- 6) SHARED VOTING POWER: 5,000,000 shares held by
FICIALLY OWNED BY The Cooper Living Trust (as defined below),
EACH REPORTING a revocable living trust of which Gershon N. Cooper
PERSON WITH and Ruth Cooper are trustees.
PERSON WITH 7) SOLE DISPOSITIVE POWER: N/A
8) SHARED DISPOSITIVE POWER: 5,000,000 shares held by
The Cooper Living Trust, a revocable living trust of
which Gershon N. Cooper and Ruth Cooper are trustees.
- ------------------------------------------------------------------------------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,000,000 shares held by The Cooper Living Trust, a revocable living trust
of which Gershon N. Cooper and Ruth Cooper are trustees and
beneficial owners.
- ------------------------------------------------------------------------------
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: N/A
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 76.4%
- -------------------------------------------------------------------------------
12) Type of Reporting Person: IN
- -------------------------------------------------------------------------------
<PAGE>
1) NAMES OF REPORTING PERSONS AND S.S. OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS:
Ruth Cooper Social Security Number ###-##-####
- ------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) N/A
(b) N/A
- ------------------------------------------------------------------------------
3) SEC USE ONLY:
- ------------------------------------------------------------------------------
4) CITIZENSHIP OR PLACE OF ORIGIN: United States
- ------------------------------------------------------------------------------
NUMBER OF 5) SOLE VOTING POWER: N/A
SHARES BENE- 6) SHARED VOTING POWER: 5,000,000 shares held by The
FICIALLY OWNED BY Cooper Living Trust, a revocable living trust of
EACH REPORTING which Gershon N. Cooper and Ruth Cooper are trustees.
PERSON WITH 7) SOLE DISPOSITIVE POWER: N/A
8) SHARED DISPOSITIVE POWER: 5,000,000 shares held by
The Cooper Living Trust, a revocable living trust
of which Gershon N. Cooper and Ruth Cooper are
trustees.
- ------------------------------------------------------------------------------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,000,000 shares held by The Cooper Living Trust, a revocable living
trust of which Gershon N. Cooper and Ruth Cooper are trustees and
beneficial owners.
- ------------------------------------------------------------------------------
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: N/A
- ----------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 76.4%
- ------------------------------------------------------------------------------
12) Type of Reporting Person: Ruth Cooper - IN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G
Pursuant to Rule 13d-1 of Regulation 13D-G promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
undersigned hereby file this Schedule 13G Statement.
ITEM 1(A). NAME OF ISSUER:
ORA Electronics, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
ORA Electronics, Inc., 9410 Owensmouth Avenue,
Chatsworth, California 91311
ITEM 2(A). NAME OF PERSON FILING:
Gershon N. Cooper and Ruth Cooper
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Gershon N. Cooper and Ruth Cooper may be reached at:
ORA Electronics, Inc., 9410 Owensmouth Avenue,
Chatsworth, California 91311
ITEM 2(C). CITIZENSHIP:
Gershon N. Cooper - United States
Ruth Cooper - United States
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.001 per share
ITEM 2(E). CUSIP Number:
CUSIP No. 671009 10 8
<PAGE>
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B),
CHECK WHETHER PERSON FILING IS A:
Not Applicable
ITEM 4 OWNERSHIP:
(a) 5,000,000 shares beneficially owned
(b) 76.4%
(c) Mr. Cooper and Ms. Cooper, as trustees of The Cooper Living
Trust, a revocable living trust, share power to vote or direct
the vote, and share power to dispose or direct the disposition
of, all of the shares identified herein.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
<PAGE>
ITEM 10. CERTIFICATION:
Not Applicable
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
February 13, 1997
/s/ SARAH D. KELLER
---------------------------------
Signature
Sarah D. Keller, by Gershon N. Cooper, an
individual, as Attorney in Fact pursuant to
a Power of Attorney dated as of February 3,
1997, a copy of which is attached hereto as
Exhibit B and incorporated by this
reference.
/s/ SARAH D. KELLER
---------------------------------
Signature
Sarah D. Keller, by Ruth Cooper, an
individual, as Attorney in Fact pursuant to
a Power of Attorney dated as of February 3,
1997, a copy of which is attached hereto as
Exhibit B and incorporated by this
reference.
<PAGE>
Exhibit A
AGREEMENT
The undersigned hereby agree to jointly prepare and file with the
Securities and Exchange Commission a Schedule 13G reporting each of the
undersigned's ownership of shares of common stock of ORA Electronics, Inc., a
Delaware corporation, and hereby affirm that such Schedule 13G is being filed on
behalf of each of the undersigned.
Dated: February 13, 1997
/s/ SARAH D. KELLER
---------------------------------
Signature
Sarah D. Keller, by Gershon N. Cooper, an
individual, as Attorney in Fact pursuant to
a Power of Attorney dated as of February 3,
1997, a copy of which is attached hereto as
Exhibit B and incorporated by this
reference.
/s/ SARAH D. KELLER
---------------------------------
Signature
Sarah D. Keller, by Ruth Cooper, an
individual, as Attorney in Fact pursuant to
a Power of Attorney dated as of February 3,
1997, a copy of which is attached hereto as
Exhibit B and incorporated by this
reference.
<PAGE>
Exhibit B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, in
their capacities as individuals and as trustees of The Cooper Living Trust,
established under the Trust Agreement dated April 19, 1990, hereby jointly and
severally constitute and appoint each of Sarah D. Keller and Jon W. Newby the
undersigneds' true and lawful attorney-in-fact to:
(a) Execute for and on behalf of each of the undersigned any filings
under Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Act"), and the rules thereunder, including, without
limitation, any filings on Forms 3, 4 and 5, with respect to ORA
Electronics, Inc. (the "Company");
(b) Execute for and on behalf of each of the undersigned any filings
under Section 13 of the Act and the rules thereunder, including,
without limitation, any filings on Schedule 13G;
(c) Do and perform any and all acts for and on behalf of each of the
undersigned which may be necessary or desirable to complete and
execute any such filings and timely file such forms with the United
States Securities and Exchange Commission and any Stock Exchange or
similar authorities; and
(d) Take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interests of, or legally required by
each of the undersigned, it being understood, that the documents
executed by each such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
Each of the undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that each such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.
<PAGE>
This Power of Attorney shall remain in full force and effect unless
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned have caused this Power of
Attorney to be executed as of this 3rd day of February, 1997.
/s/ Gershon N. Cooper
------------------------------------------
Gershon N. Cooper, President and
Chief Executive Officer,
ORA Electronics, Inc.
/s/ Ruth Cooper
-------------------------------------------
Ruth Cooper, Director,
ORA Electronics, Inc.
/s/ Gershon Cooper
-------------------------------------------
/s/ Ruth Cooper
-------------------------------------------
Gershon N. Cooper and Ruth Cooper,
as trustees of The Cooper Living Trust,
established under the Trust Agreement dated
April 19, 1990
<PAGE>
