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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
Frank E. Best, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock Par Value $1.00
- -------------------------------------------------------------------------------
(Title of Class of Securities)
086522109
------------------------------------------
(CUSIP Number)
Russell C. Best, c/o Frank E. Best, Inc.
P.O. Box 50444, Indianapolis, IN 46250; (317) 849-2250
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 12, 1995
------------------------------------------
(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 or this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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
disclosures provided in a prior cover page.
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).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP NO. 086522109 PAGE 2 OF 18 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Russell C. Best - Social Security Number ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 385,205
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 385,205
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,205
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
USIP NO. 086522109 PAGE 3 OF 18 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank E. Best, Inc. - EIN 35-1142810
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
7 SOLE VOTING POWER
NUMBER OF
SHARES 67,840
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
67,840
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,840
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
USIP NO. 086522109 PAGE 4 OF 18 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Best Universal Lock Co. - EIN 91-0144790
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
7 SOLE VOTING POWER
NUMBER OF
SHARES 67,840
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
67,840
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,840
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
USIP NO. 086522109 PAGE 5 OF 18 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Best Lock Corporation - EIN 35-1092570
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 67,840
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
67,840
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,840
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the class of common stock, having a par value of
$1.00 per share, of Frank E. Best, Inc. (the "FEBI Shares"). The address of the
principal executive offices of Frank E. Best, Inc. ("FEBI") is: P.O. Box 50444,
Indianapolis, Indiana 46250.
ITEM 2. IDENTITY AND BACKGROUND.
The four persons jointly filing this amended statement pursuant to Reg.
Section 240.13d-1(f)(1) are Russell C. Best, Frank E. Best, Inc., Best
Universal Lock Co. and Best Lock Corporation.
A. INFORMATION RESPECTING RUSSELL C. BEST.
1. The person filing this statement is Russell C. Best ("Best").
2. His business address is P.O. Box 50444, Indianapolis, Indiana
46250.
3. Best is President and a director of Best Lock Corporation. For
additional information regarding Best Lock Corporation, see Item
2.I. below.
4. During the last five years, Best has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors.)
5. During the last five years, Best was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and has not been, and is not now subject to any
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.
6. Best is a citizen of the United States of America.
B. INFORMATION RESPECTING FRANK E. BEST, INC.
1. The person filing this statement is Frank E. Best, Inc. ("FEBI").
2. FEBI was incorporated under the laws Washington. FEBI is a
holding company in the business of owning assets for investment
purposes. The address of each of FEBI's principal business and
principal
PAGE 6 of 18
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office is P.O. Box 50444, Indianapolis, Indiana 46250.
3. During the last five years, FEBI has not been convicted in a
criminal proceeding of any type.
4. During the last five years FEBI was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and has not been, and is not now subject to any
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.
C. INFORMATION RESPECTING EXECUTIVE OFFICERS AND DIRECTORS OF FEBI.
1. RUSSELL C. BEST. Russell C. Best is President and a director of
FEBI. For additional information regarding Russell C. Best, see
Item 2.A. above.
2. MARIEA L. BEST. Mariea L. Best is a director of FEBI. Her
business address is: c/o Walter E. Best Company, Inc., P.O. Box
50444, Indianapolis, Indiana 46250. She is a homemaker. During
the last five years, Mariea L. Best has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, she has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and has not been, and is not now
subject to any 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. She is a citizen of the United States of
America.
3. GREGG A. DYKSTRA. Gregg A. Dykstra is Secretary/Treasurer of
FBBI. His business address is: c/o Walter E. Best Company,
Inc., P.O. Box 50444, Indianapolis, Indiana 46250. During the
last five years, Gregg A. Dykstra has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, he has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and has not been, and is not now
subject to any judgment, decree or final order enjoining future
PAGE 7 of 18
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violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws. He is a citizen of the United States of
America.
4. EDWARD C. MEMMEN, JR. Edward C. Memmen, Jr. is Vice President of
FEBI. His business address is: c/o Walter E. Best Company,
Inc., P.O. Box 50444, Indianapolis, Indiana 46250. During the
last five years, Edward C. Memmen, Jr. has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, he has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and has not been, and is not now
subject to any 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. He is a citizen of the United States of
America.
D. INFORMATION RESPECTING PERSONS CONTROLLING FEBI.
1. RUSSELL C. BEST. For additional information regarding Russell
Best, see Item 2.A. above.
E. INFORMATION RESPECTING BEST UNIVERSAL LOCK CO.
1. The person filing this statement is Best Universal Lock Co.
("BUL").
2. BUL was incorporated under the laws of Washington. BUL is a
holding company the business of owning assets for investment
purposes. The address of each of BUL's principal business and
principal office is P.O. Box 50444, Indianapolis, Indiana 46250
3. During the last five years BUL has not been convicted in a
criminal proceeding of any type.
4. During the last five years, BUL was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and has not been, and is not now subject to any
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to federal or
state securities laws or finding any violations with respect to
such laws.
PAGE 8 of 18
<PAGE>
F. INFORMATION RESPECTING EXECUTIVE OFFICERS AND DIRECTORS OF BUL.
1. RUSSELL C. BEST. Russell C. Best is President and a director of
BUL. For additional information regarding Russell C. Best, see
Item 2.A. above.
2. MARIEA L. BEST. Mariea L. Best is a director of BUL. For
additional information regarding Mariea L. Best, see Item 2.C.2
above.
3. GREGG A. DYKSTRA. Gregg A. Dykstra is Secretary/Treasurer of
BUL. For additional information regarding Gregg A. Dykstra, see
Item 2.C.3. above.
4. EDWARD C. MEMMEN, JR.. Edward C. Memmen, Jr. is Vice President
of BUL. For additional information regarding Edward C. Memmen,
Jr., see Item 2.C.4. above.
G. INFORMATION RESPECTING PERSONS CONTROLLING BUL.
1. FEBI. For additional information regarding FEBI, see Item 2.B
above.
2. RUSSELL C. BEST. For additional information regarding Russell C.
Best, see item 2.A. above.
H. INFORMATION RESPECTING OFFICERS AND DIRECTORS OF PERSONS CONTROLLING
BUL.
1. FEBI. For additional information regarding Officers and
Directors of FEBI, see Item 2.C. above.
I. INFORMATION RESPECTING BEST LOCK CORPORATION.
1. The person filing this statement is Best Lock Corporation
("BLC").
2. BLC was incorporated under the laws of Delaware. BLC's principal
business is the manufacture and sale of masterkeyed locking
systems. The address of each of BLC's principal business and
principal office is P.O. Box 50444, Indianapolis, Indiana 46250.
3. During the last five years BLC has not been convicted in a
criminal proceeding of any type.
4. During the last five years BLC was not a party to a civil
proceeding of a judicial or administrative
PAGE 9 of 18
<PAGE>
body of competent jurisdiction and has not been, and is not now
subject to any judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violations with
respect to such laws.
J. INFORMATION RESPECTING EXECUTIVE OFFICERS AND DIRECTORS OF BLC.
1. RUSSELL C. BEST. Russell C. Best is President and a director of
BLC. For additional information regarding Russell C. Best, see
Item 2.A. above.
2. MARIEA L. BEST. Mariea L. Best is a director of BLC. For
additional information regarding Mariea L. Best, see Item 2.C.2
above.
3. GREGG A. DYKSTRA. Gregg A. Dykstra is Secretary/Treasurer of
BLC. For additional information regarding Gregg A. Dykstra, see
Item 2.C.3. above.
4. EDWARD C. MEMMEN, JR.. Edward C. Memmen, Jr. is Vice President
of BLC. For additional information regarding Edward C. Memmen,
Jr., see Item 2.C.4. above.
K. INFORMATION RESPECTING PERSONS CONTROLLING BLC.
1. BUL. For additional information regarding BUL, see Item 2.E.
above.
2. FEBI. For additional information regarding FEBI, see Item 2.B.
above.
3. RUSSELL C. BEST. For additional information regarding Russell C.
Best, see Item 2.A. above.
L. INFORMATION RESPECTING OFFICERS AND DIRECTORS/GENERAL PARTNERS OF
PERSONS CONTROLLING BLC.
1. BUL. For additional information regarding Officers and Director
of BUL, see Item 2.F. above.
2. FEBI. For additional information regarding Officers and
Directors of FEBI, see Item 2.C. above.
PAGE 10 of 18
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 12, 1995, BLC purchased 65,114 FEBI Shares for a total
consideration of $1,465,065 from a shareholder of FEBI in a privately
negotiated transaction. The funds used in making these purchases were
borrowed on an unsecured line of credit from Huntington National Bank,
Indianapolis, Indiana.
ITEM 4. PURPOSE OF TRANSACTION.
BLC acquired the securities of FEBI for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
A. INTEREST OF RUSSELL C. BEST.
1. Best beneficially owns a total of 385,205 FEBI Shares, as
follows: (a) he actually owns, 113,311 shares in his own name;
(b) he beneficially owns 1 FEBI Share actually owned by his wife,
Mariea L. Best; (c) he beneficially owns 204,053 FEBI Shares
which are actually owned by Best Lock Partnership ("BLP"), by
virtue of (i) his status as a voting general partner of BLP and
(ii) his ownership of the 1,000 voting common shares of Walter E.
Best Company, Inc., a Washington corporation ("WEBCO") (the other
voting general partner of BLP); (d) he beneficially owns an
additional 67,840 FEBI Shares which are actually owned by BLC, by
virtue of his indirect ownership of 79.9% of BLC's outstanding
shares which puts Best in a position to direct the voting and/or
the disposition of the FEBI Shares owned by BLC.
The aggregate percentage of the FEBI Shares issued and
outstanding which Best beneficially owns is approximately 64.3%.
2. The number of FEBI Shares as to which Best has the sole power to
vote or to direct the vote is 385,205. The number of FEBI Shares
as to which Best has a shared power to vote or to direct the vote
is zero. The number of FEBI Shares as to which Best has the sole
power to dispose is 385,205. The number of FEBI Shares as to
which Best has a shared power to dispose is zero.
3. Best has not been a party to any transaction involving FEBI
Shares that was effected during the past sixty days.
PAGE 11 of 18
<PAGE>
4. Except for BLP as respects the 204,053 FEBI Shares which it
actually owns, Mariea L. Best as respects the 1 FEBI Share
which she actually owns, and BLC as respects the 67,840 FEBI
Shares which it actually owns, 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 FEBI
Shares which Best beneficially owns.
B. INTEREST OF FEBI.
1. FEBI beneficially owns 67,840 FEBI Shares. FEBI actually owns
no FEBI Shares in its own name. FEBI beneficially owns 67,840
FEBI Shares which are actually owned by BLC, by virtue of its
ownership of 82.3 of the shares of BUL which in turn owns 78.5%
of the shares of BLC which puts FEBI in a position to direct the
voting and/or the disposition of the FEBI Shares owned by BLC.
The aggregate percentage of the FEBI Shares issued and
outstanding which FEBI owns is approximately 11.3%.
2. The number of FEBI Shares as to which FEBI has the sole power
to vote or to direct the vote is 67,840. The number of FEBI
Shares as to which FEBI has a shared power to vote or to
direct the vote is zero. The number of FEBI Shares as to
which FEBI has the sole power to dispose is 67,840. The
number of FEBI Shares as to which FEBI has a shared power to
dispose is zero.
3. FEBI has not been a party to any transaction involving FEBI
Shares that was effected during the past sixty days.
4. Except for the 67,840 FEBI Shares actually owned by BLC, no
other person is known to have the right to directly receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the FEBI Shares which FEBI
beneficially owns.
C. INTEREST OF EXECUTIVE OFFICERS AND DIRECTORS OF FEBI.
1. RUSSELL C. BEST. PRESIDENT AND DIRECTOR. See Item 5, Section A
above.
2. MARIEA L. BEST, DIRECTOR.
a. Mariea L. Best beneficially owns 1 FEBI Share, which is
owned in her own name. The aggregate percentage of the FEBI
Shares issued and outstanding which Mariea L. Best owns is
approximately 0.0%.
PAGE 12 of 18
<PAGE>
b. The number of FEBI Shares as to which Mariea L. Best has the
sole power to vote or to direct the vote is 1. The number
of FEBI Shares as to which Mariea L. Best has a shared power
to vote or to direct the vote is zero. The number of FEBI
Shares as to which Mariea L. Best has the sole power to
dispose is 1. The number of FEBI Shares as to which
Mariea L. Best has a shared power to dispose is zero.
c. Mariea L. Best has not been a party to any transaction
involving FEBI Shares that was effected during the past
sixty days.
d. 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 FEBI Shares which Mariea L.
Best beneficially owns.
3. GREGG A. DYKSTRA.
a. Gregg A. Dykstra beneficially owns no FEBI Shares. The
aggregate percentage of the FEBI Shares issued and
outstanding which he owns is approximately 0.0%.
b. The number of FEBI Shares as to which Gregg A. Dykstra has
the sole power to vote or to direct the votes is zero. The
number of FEBI Shares as to which he has a shared power to
vote or to direct the vote is zero. The number of FEBI
Shares as to which he has the sole power to dispose is zero.
The number of FEBI Shares as to which he has a shared power
to dispose is zero.
c. Gregg A. Dykstra has not been a party to any transaction
involving FEBI Shares that was effected during the past
sixty days.
4. EDWARD C. MEMMEN, JR..
a. Edward C. Memmen, Jr. beneficially owns no FEBI Shares. The
aggregate percentage of the FEBI Shares issued and
outstanding which he owns is approximately 0.0%.
b. The number of FEBI Shares as to which Edward C. Memmen, Jr.
has the sole power to vote or to direct the vote is zero.
The number of FEBI Shares
PAGE 13 of 18
<PAGE>
as to which he has a shared power to vote or to direct the
vote is zero. The number of FEBI Shares as to which he has
the sole power to dispose is zero. The number of FEBI
Shares as to which he has a shared power to dispose is zero.
c. Edward C. Memmen, Jr. has not been a party to any
transaction involving FEBI Shares that was effected during
the past sixty days.
D. INTEREST OF PERSONS CONTROLLING FEBI.
1. RUSSELL C. BEST. See Item 5.A. above.
E. INTEREST OF BUL.
1. BUL beneficially owns 67,840 FEBI Shares, none of which are
directly owned. BUL beneficially owns 67,840 FEBI Shares
which are actually owned by BLC, by virtue of its ownership
of 78.5% of the shares of BLC which puts BUL in a position
to direct the voting and/or the disposition of the FEBI
Shares owned by BLC. The aggregate percentage of the FEBI
Shares issued and outstanding which BUL owns is
approximately 11.3%.
2. The number of FEBI Shares as to which BUL has the sole power
to vote or to direct the vote is 67,840. The number of FEBI
Shares as to which BUL has a shared power to vote or to
direct the vote is zero. The number of FEBI Shares as to
which BUL has the sole power to dispose is 67,840. The
number of FEBI Shares as to which BUL has a shared power to
dispose is zero.
3. BUL has not been a party to any transaction involving FEBI
Shares that was effected during the past sixty days.
4. Except for the 67,840 FEBI Shares owned directly by BLC, no
other person is known to have the right to directly receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the FEBI Shares which BUL
beneficially owns.
F. INTEREST OF EXECUTIVE OFFICERS AND DIRECTORS OF BUL.
1. RUSSELL C. BEST. See Item 5.A. above.
2. MARIEA L. BEST. See Item 5.C.2 above.
PAGE 14 of 18
<PAGE>
3. GREGG A. DYKSTRA. See Item 5.C.3. above.
4. EDWARD C. MEMMEN, JR.. See Item 5.C.4. above.
G. INTEREST OF PERSONS CONTROLLING BUL.
1. FEBI. See Item 5.B. above.
2. RUSSELL C. BEST. See Item 5.A. above.
H. INTEREST OF EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS CONTROLLING
BUL.
1. FEBI. See Item 5.C. above.
I. INTEREST OF BLC.
1. BLC beneficially owns 67,840 FEBI Shares, all of which are
directly owned. The aggregate percentage of the FEBI Shares
issued and outstanding which BLC beneficially owns is
approximately 11.3%.
2. The number of FEBI Shares as to which BLC has the sole power to
vote or to direct the vote is 67,840. The number of FEBI Shares
as to which BLC has a shared power to vote or to direct the vote
is zero. The number of FEBI Shares as to which BLC has the sole
power to dispose is 67,840. The number of FEBI Shares as to
which BLC has a shared power to dispose is zero.
3. BLC has not been a party to any transaction involving FEBI Shares
that was effected during the past sixty days.
4. No other person is known to have the right to directly receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, the FEBI Shares which BLC beneficially
owns.
J. INTEREST OF EXECUTIVE OFFICERS AND DIRECTORS OF BLC.
1. RUSSELL C. BEST. See Item 5.A. above.
2. MARIEA L. BEST. See Item 5.C.2 above.
3. GREGG A. DYKSTRA. See Item 5.C.3. above.
4. EDWARD C. MEMMEN, JR.. See Item 5.C.4. above.
PAGE 15 of 18
<PAGE>
K. INTEREST OF PERSONS CONTROLLING BLC.
1. BUL. See Item 5.E. above.
2. FEBI. See Item 5.B. above.
3. RUSSELL C. BEST. See Item 5.A. above.
L. INTEREST OF EXECUTIVE OFFICERS AND DIRECTORS/GENERAL PARTNERS OF
PERSONS CONTROLLING BLC.
1. BUL. See Item 5.F. above.
2. FEBI. See Item 5.C. above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
To the best knowledge of the parties filing this Schedule, none of Best,
FEBI, any Executive Officer or Director of FEBI, BUL, any Executive Officer
or Director of BUL, BLC, or any Executive Officer or Director of BLC is a
party to any contract, arrangement, understanding or relationship (legal or
otherwise) with respect to the FEBI Shares which either Best, FEBI, BUL or
BLC beneficially owns, except for the following:
All of the FEBI Shares which Best owns directly are pledged as security for
a loan obtained by Best from BLC on May 18, 1994. A copy of the Loan Agreement
with respect to such loan was filed as an Exhibit to Schedule 13D filed by Best
on May 31, 1994.
The State of Washington, Seller of the 65,114 shares of FEBI to BLC on
October 12, 1995, has indicated that it will issue a proxy to BLC to vote in
favor of certain proposals at the Annual Meeting of Shareholders of FEBI and
BUL to be held on October 30, 1995.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A copy of the written agreement of Best, FEBI, BUL and BLC relating to
their joint filing of this statement as required by Reg. Section
240.13d-1(f), filed herewith, is incorporated herein by reference.
PAGE 16 of 18
<PAGE>
SIGNATURES.
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: October 23, 1995 Date: October 23, 1995
FRANK E. BEST, INC.
/s/ Russell C. Best By: /s/ Russell C. Best
- --------------------------- --------------------------
Russell C. Best Russell C. Best, President
Date: October 23, 1995 Date: October 19, 1995
BEST UNIVERSAL LOCK CO. BEST LOCK CORPORATION
By: /s/ Russell C. Best By: /s/ Russell C. Best
-------------------------- --------------------------
Russell C. Best, President Russell C. Best, President
PAGE 17 of 18
<PAGE>
EXHIBIT I
---------
AGREEMENT
---------
We, Russell C. Best, Frank E. Best, Inc., a Washington corporation
("FEBI"), Best Universal Lock Co., a Washington corporation ("BUL") and Best
Lock Corporation, a Delaware corporation ("BLC"), hereby agree that the
Schedule 13D to which this Agreement is an Exhibit, respecting the
acquisition of common stock of Frank E. Best, Inc. by BLC, is to be filed
jointly by us on behalf of all of us.
This Agreement is intended to satisfy the requirements of Reg. Section
240.13d-1(f).
We agree that we will jointly file any required amendments to this
Schedule 13D.
Dated this 23rd day of October, 1995.
BEST UNIVERSAL LOCK CO.
/s/ Russell C. Best By: Russell C. Best
- ---------------------------- -----------------------------
Russell C. Best Russell C. Best, President
FRANK E. BEST, INC. BEST LOCK CORPORATION
By: /s/ Russell C. Best By: /s/ Russell C. Best
-------------------------- ---------------------------
Russell C. Best, President Russell C. Best, President
PAGE 18 of 18
