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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
---------
Frank E. Best, Inc
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(Name of Issuer)
Common Stock Par Value $1.00
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(Title of Class of Securities)
086522109
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(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)
February 15, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this 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).
(Continued on following page(s))
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CUSIP No. 086522109 13D Page 2 of 12 Pages
--------- --- ---
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Russell C. Best--Social Security Number ###-##-####
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
BK,AF
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 317,365
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power
--------------------------------------------------
(9) Sole Dispositive
Power 317,365
--------------------------------------------------
(10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
317,365
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
53.0%
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(14) Type of Reporting Person*
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 086522109 13D Page 3 of 12 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Walter E. Best Company, Inc. -- EIN 35-1842918
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power
--------------------------------------------------
(9) Sole Dispositive
Power
--------------------------------------------------
(10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 086522109 13D Page 4 of 12 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Best Lock Partnership -- EIN 35-1944678
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power
--------------------------------------------------
(9) Sole Dispositive
Power
--------------------------------------------------
(10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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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 three persons jointly filing this amended statement pursuant to Reg.
Section 240.13d-1(f)(1) are Russell C. Best, Walter E. Best Company, Inc. and
Best Lock Partnership.
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 Chief Executive Officer of Best Lock Corporation, a
corporation incorporated under the laws of Delaware. Best Lock
Corporation's address is P.O. Box 50444, Indianapolis, Indiana
46250 and its principal business is the manufacture and sale of
masterkeyed locking systems.
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 WALTER E. BEST COMPANY, INC.
1. The person filing this statement is Walter E. Best Company, Inc.
("WEBCO").
PAGE 5 OF 12
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2. WEBCO was incorporated under the laws of the State of Indiana.
WEBCO is a holding company in the business of owning assets for
investment purposes. The address of each of WEBCO's principal
business and principal office is P.O. Box 50444, Indianapolis,
Indiana 46250.
3. During the last five years, WEBCO has not been convicted in a
criminal proceeding of any type. Similarly, during the last five
years, WEBCO 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 WEBCO.
1. RUSSELL C. BEST. Russell C. Best is President and a director of
WEBCO. For additional information regarding Russell C. Best, see
Item 2.A., above.
2. MARIEA L. BEST. Mariea L. Best is a director of WEBCO. 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. ROGER E. BEAVERSON. Roger E. Beaverson is Secretary/Treasurer of
WEBCO. Roger E. Beaverson's business address is: c/o Walter E.
Best Company, Inc., P.O. Box 50444, Indianapolis, Indiana 46250.
He is Secretary/Treasurer of Best Lock Corporation. For
information respecting Best Lock Corporation, see Item 2.A.3.,
above. During the last five years, Roger E. Beaverson 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.
PAGE 6 OF 12
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D. INFORMATION RESPECTING BEST LOCK PARTNERSHIP
1. The person filing this statement is Best Lock Partnership
("BLP").
2. BLP is an Indiana general partnership formed on February 13,
1995. BLP is a holding company in the business of owning assets
for investment purposes. The address of each of BLP's principal
business and principal office is P.O. Box 50444, Indianapolis,
Indiana 46250.
3. During the last five years, BLP has not been convicted in a
criminal proceeding of any type. Similarly, during the last five
years, BLP 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.
E. INFORMATION RESPECTING GENERAL PARTNERS OF BLP.
1. RUSSELL C. BEST. Russell C. Best is a general partner of BLP.
For additional information regarding Russell C. Best, see Item
2.A, above.
2. WEBCO. WEBCO is a general partner of BLP. For information
regarding WEBCO, see Item 2.B., above.
3. BEST LOCK CORPORATION. BLC is a general partner of BLP. BLC's
partnership interest is non-voting. For information regarding
BLC, see Item 2.A.3., above.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 15, 1995, BLP purchased 16,365 FEBI shares for a total
consideration of $480,476.40. The source of the funds used in making these
purchases was a capital contribution by BLC, a
PAGE 7 OF 12
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general partner of BLP. The funds used by BLC in making its capital
contribution were borrowed on an unsecured line of credit from Huntington
National Bank, Indianapolis, Indiana. For information regarding Best Lock
Corporation, see Item 2.A.3., above. On February 14, 1995, BLP acquired 2500
FEBI shares from Best and 185,188 shares from WEBCO as capital contributions to
BLP.
ITEM 4. PURPOSE OF TRANSACTION.
BLP purchased additional common stock of FEBI from various former officers
of BLC and their affiliates for the primary purpose of settling various disputes
among the senior management of BLC, a lower tier subsidiary of FEBI.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
A. INTEREST OF BEST.
1. Best beneficially owns 317,365 FEBI Shares. He actually owns
113,311 shares in his own name. His wife, Mariea L. Best, owns 1
FEBI share. By virtue of his status as a voting general partner
of BLP and his ownership of the 1,000 voting common shares of
WEBCO (the other voting general partner of BLP), he beneficially
owns an additional 204,053 FEBI Shares which are actually owned
by BLP. The aggregate percentage of the FEBI Shares issued and
outstanding which Best beneficially owns is approximately 53.0%.
2. The number of FEBI Shares as to which Best has the sole power to
vote or to direct the vote is 317,365. 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 317,365. 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, other than
the capital contribution of 2500 FEBI Shares to BLP by Best on
February 13, 1995.
4. Except for BLP as respects the 204,053 FEBI Shares which it
actually owns and Mariea L. Best as respects the 1 FEBI Share
which she 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.
PAGE 8 OF 12
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B. INTEREST OF WEBCO.
1. WEBCO beneficially owns 204,053 FEBI Shares. Although it actually
owns no FEBI Shares directly, it beneficially owns the 204,053
FEBI Shares owned by BLP by virtue of its being a voting general
partner of BLP. The aggregate percentage of the FEBI Shares
issued and outstanding which WEBCO owns is approximately 34.1%.
2. The number of FEBI Shares as to which WEBCO has the sole power to
vote or to direct the vote is 204,053. The number of FEBI Shares
as to which WEBCO has a shared power to vote or to direct the
vote is zero. The number of FEBI Shares as to which WEBCO has
the sole power to dispose is 204,053. The number of FEBI Shares
as to which WEBCO has a shared power to dispose is zero.
3. WEBCO has not been a party to any transaction involving FEBI
Shares that was effected during the past sixty days, other than
the capital contribution of 185,188 FEBI Shares to BLP by WEBCO
on February 15, 1995.
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 WEBCO
beneficially owns through its status as a voting general partner
of BLP. As the holder of all of the voting common shares of
WEBCO, however, Russell C. Best has powers consistent with being
the controlling shareholder of WEBCO.
C. INTEREST OF EXECUTIVE OFFICERS AND DIRECTORS OF WEBCO
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%.
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
PAGE 9 OF 12
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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, other than the receipt by gift of 1 FEBI Share
from Russell C. Best on February 15, 1995.
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. ROGER E. BEAVERSON, SECRETARY/TREASURER.
a. Roger E. Beaverson beneficially owns 2,726 FEBI Shares. He
actually owns 2,726 shares in his own name. The aggregate
percentage of the FEBI Shares issued and outstanding which
Roger E. Beaverson owns is approximately 0.5%.
b. The number of FEBI Shares as to which Roger E. Beaverson has
the sole power to vote or to direct the votes is 2,726. The
number of FEBI Shares as to which Roger E. Beaverson has a
shared power to vote or to direct the vote is zero. The
number of FEBI Shares as to which Roger E. Beaverson has the
sole power to dispose is 2,726. The number of FEBI Shares
as to which Roger E. Beaverson has a shared power to dispose
is zero.
c. Roger E. Beaverson 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 Roger E.
Beaverson beneficially owns.
D. INTEREST OF BLP.
1. BLP beneficially owns 204,053 FEBI Shares, all of which are owned
directly. The aggregate percentage of the FEBI Shares issued and
outstanding which BLP owns is approximately 34.1%.
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2. The number of FEBI Shares as to which BLP has the sole power to
vote or to direct the vote is 204,053. The number of FEBI Shares
as to which BLP has a shared power to vote or to direct the vote
is zero. The number of FEBI Shares as to which BLP has the sole
power to dispose is 204,053. The number of FEBI Shares as to
which BLP has a shared power to dispose is zero.
3. BLP has not been a party to any transaction involving FEBI Shares
that was effected during the past sixty days, other than the
purchase of 16,365 FEBI Shares on February 15, 1995, described
above, the capital contribution of 185,188 FEBI Shares to BLP by
WEBCO on February 14, 1995 and the capital contribution of 2500
FEBI Shares to BLP by Best on February 14, 1995.
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 BLP beneficially
owns.
E. INTEREST OF GENERAL PARTNERS OF BLP
1. RUSSELL C. BEST. See Item 5, Section A above.
2. WALTER E. BEST COMPANY, INC. See Item 5, Section B above.
3. BEST LOCK CORPORATION.
a. BLC beneficially owns no FEBI Shares, since it owns no FEBI
Shares directly and its general partnership interest in BLP
is nonvoting. The aggregate percentage of the FEBI Shares
issued and outstanding which BLC beneficially owns is
approximately 0.0%.
b. The number of FEBI Shares as to which BLC has the sole power
to vote or to direct the vote is zero. 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 zero. The number
of FEBI Shares as to which BLC has a shared power to dispose
is zero.
c. BLC has not been a party to any transaction involving FEBI
Shares that was effected during the past sixty days, other
than the
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transactions by Best, WEBCO and BLP described 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,
WEBCO, any Executive Officer or Director of WEBCO, BLP, or any general partner
of BLP is a party to any contract, arrangement, understanding or relationship
(legal or otherwise) with respect to FEBI Shares which either Best, WEBCO or BLP
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 an amended Schedule 13D
filed by Best on May 31, 1994.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A copy of the written agreement of Best, WEBCO and BLP relating to their
joint filing of this statement as required by Reg. Section 240.13d-1(f), filed
herewith, is incorporated herein by reference.
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 _________________________________ Date _______________________________
______________________________________ WALTER E. BEST COMPANY, INC.
Russell C. Best
By: ____________________________________
Russell C. Best, President
Date _________________________________
Best Lock Partnership
By: __________________________________
Russell C. Best, General Partner
00200ddf.doc
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EXHIBIT I
AGREEMENT
We, Russell C. Best, Walter E. Best Company, Inc., an Indiana corporation
("WEBCO") and Best Lock Partnership, an Indiana General Partnership ("BLP"),
hereby agree that the Schedule 13D to which this Agreement is an Exhibit,
respecting the acquisition of additional common stock of Frank E. Best, Inc. by
BLP, 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 ___ day of February, 1995.
_____________________________________
Russell C. Best
WALTER E. BEST COMPANY, INC.
By: __________________________________
Russell C. Best, President
BEST LOCK PARTNERSHIP
By: __________________________________
Russell C. Best, General Partner
00201ddf.doc
2/23/95
