TRISTAR AEROSPACE CO
SC 13G/A, 1999-11-22
MACHINERY, EQUIPMENT & SUPPLIES
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                (Amendment No. 1)

                                     ------

                              TriStar Aerospace Co.

                   -------------------------------------------
                                (Name of Issuer)

                                  Common Stock

                    -------------------------------------------
                          (Title of Class of Securities)

                                    89674L101

                    -------------------------------------------
                                 (CUSIP Number)

                                November 18, 1999

                  ----------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [ ] Rule 13d-1(b)

     [X] Rule 13d-1(c)

     [ ] Rule 13d-1(d)

         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).






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ITEM 1.

    (a)   Name of Issuer

         TriStar Aerospace Co.

         ---------------------------------------------------------------------
    (b)   Address of Issuer's Principal Executive Offices

         2527 Willowbrook Road, Dallas, Texas 75220

         ---------------------------------------------------------------------


ITEM 2.

    (a)   Name of Person Filing

         P. Quentin Bourjeaurd

         ---------------------------------------------------------------------

    (b) Address of Principal Business Office or, if none, Residence

         2527 Willowbrook Road, Dallas, Texas 75220

         ---------------------------------------------------------------------

    (c)   Citizenship

         United Kingdom

         ---------------------------------------------------------------------

    (d)   Title of Class of Securities

         Common Stock

         ---------------------------------------------------------------------

    (e)   CUSIP Number

         89674L101

         ---------------------------------------------------------------------

ITEM 3. IF  THIS  STATEMENT  IS  FILED  PURSUANT  TO  SECTIONS  240.13d-1(b)  OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

    (a)    [ ] Broker  or  dealer  registered  under  section  15 of the Act (15
           U.S.C. 78o).

    (b)    [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

                                        2




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    (c)    [ ] Insurance  company as defined in section  3(a)(19) of the Act (15
           U.S.C. 78c).

    (d)    [ ] Investment  company  registered under section 8 of the Investment
           Company Act of 1940 (15 U.S.C. 80a-8).

    (e)    [  ] An investment adviser in accordance with section
           240.13d-1(b)(1)(ii)(E).

    (f)    [ ] An employee  benefit plan or endowment  fund in  accordance  with
           section 240.13d-1(b)(1)(ii)(F).

    (g)    [ ] A parent  holding  company or control  person in accordance  with
           section 240.13d-1(b)(1)(ii)(G).

    (h)    [ ] A savings  association  as defined in section 3(b) of the Federal
           Deposit Insurance Act (12 U.S.C. 1813).

    (i)    [ ] A  church  plan  that  is  excluded  from  the  definition  of an
           investment  company under section 3(c)(14) of the Investment  Company
           Act of 1940 (15 U.S.C. 80a-3).

    (j)    [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

ITEM 4.  OWNERSHIP

    Provide  the  following  information  regarding  the  aggregate  number  and
percentage of the class of securities of the issuer identified in Item 1.

    (a) Amount beneficially owned:

    2,872,942*

    ---------------------------------------------------------------------------

    (b) Percent of class:

    15.3%

    ---------------------------------------------------------------------------

    (c) Number of shares as to which the person has:

          (i) Sole power to vote or to direct the vote

              0
              -----------------------------------------------------------------
                                        3




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(ii) Shared power to vote or to direct the vote

              2,872,942*/**
              -----------------------------------------------------------------
        (iii) Sole power to dispose or to direct the disposition of

               2,872,942*
              -----------------------------------------------------------------
         (iv) Shared power to dispose or to direct the disposition of

               0
              -----------------------------------------------------------------

* The number of shares over which the reporting person has beneficial  ownership
was previously erroneously reported.

** On October 31, 1999, Mr. Bourjeaurd entered into a Tender and Option
Agreement with AlliedSignal Inc., AlliedSignal Acquisition Corp. (the "Offeror"
and collectively with AlliedSignal Inc., the "AlliedSignal Companies") and
Charles Balchunas (the "Agreement"). Pursuant to the Agreement, Mr. Bourjeaurd
has agreed to tender all of his shares in Offeror's tender offer. Mr. Bourjeaurd
has also granted the AlliedSignal Companies a proxy, if required, to vote the
shares in favor of the merger with a subsidiary of AlliedSignal Inc.
Mr. Bourjeaurd has also granted the AlliedSignal Companies an option to purchase
his shares under certain conditions.

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

    If this  statement  is being  filed to  report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following. [ ]

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.
                                  4





<PAGE>


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

         Not applicable.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

         Not applicable.

ITEM 10. CERTIFICATION

    (a) The following  certification shall be included if the statement is filed
pursuant to section 240.13d-1(b):

         Not applicable.

    (b) The following  certification shall be included if the statement is filed
pursuant to section 240.13d-1(c):

               By signing  below I certify that, to the best of my knowledge and
               belief,  the  securities  referred to above were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing  the control of the issuer of the securities and were
               not  acquired  and  are  not  held  in  connection  with  or as a
               participant in any transaction having that purpose or effect.

                                  SIGNATURE

    After  reasonable  inquiry and to the best of my  knowledge  and  belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                                                   November 22, 1999

                                       ----------------------------------------
                                                           Date

                                                /s/ P. Quentin Bourjeaurd

                                       ----------------------------------------
                                                          Signature

                                                     P. Quentin Bourjeaurd

                                       ----------------------------------------
                                                          Name/Title
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