<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
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)
December 29, 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).
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SCHEDULE 13D
CUSIP No. 086522109 Page 2 of 20 Pages
- -------------------------------------------------------------------------------
(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*
- -------------------------------------------------------------------------------
(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
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 317,365
Person With --------------------------------------------------
(8) Shared Voting
Power
--------------------------------------------------
(9) Sole Dispositive
Power
463,140
--------------------------------------------------
(10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
463,140
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
77.4%
- -------------------------------------------------------------------------------
(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
CUSIP No. 086522109 Page 3 of 20 Pages
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Frank E. Best, Inc. -- EIN 35-1142810
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 0
by Each Reporting --------------------------------------------------
(8) Shared Voting
Power
--------------------------------------------------
(9) Sole Dispositive
Power
145,775
--------------------------------------------------
(10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
145,775
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.3%
- -------------------------------------------------------------------------------
(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
CUSIP No. 086522109 Page 4 of 20 Pages
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Best Universal Lock Co. -- EIN 91-0144790
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 0
Person With --------------------------------------------------
(8) Shared Voting
Power
--------------------------------------------------
(9) Sole Dispositive
Power
145,775
--------------------------------------------------
(10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
145,775
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.3%
- -------------------------------------------------------------------------------
(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
CUSIP No. 086522109 Page 5 of 20 Pages
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Best Lock Corporation -- EIN 35-1092570
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 0
Person With --------------------------------------------------
(8) Shared Voting
Power
--------------------------------------------------
(9) Sole Dispositive
Power
145,775
--------------------------------------------------
(10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
145,775
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
24.3%
- -------------------------------------------------------------------------------
(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 of Delaware (and is
successor in merger to Frank E. Best, Inc., a Washington
corporation). FEBI is a holding company in the business of
owning assets for investment purposes. The address of FEBI's
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principal business and principal 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 violations 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
and a director 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, 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
PAGE 7 OF 20
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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.
4. ERIC M. FOGEL. Eric M. Fogel is a director of FEBI. His
business address is: c/o Holleb & Coff, 55 East Monroe
Street, Suite 4100, Chicago, Illinois 60603. He is a
partner with the law firm of Holleb & Coff. During the
last five years, Eric M. Fogel 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.
5. LARRY W. ROTTMEYER. Larry W. Rottmeyer is a director 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, Larry W. Rottmeyer 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 C. 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").
PAGE 8 OF 20
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2. BUL was incorporated under the laws of Delaware (and is
successor in merger to Best Universal Lock Co., a
Washington corporation). BUL is a holding company the
business of owning assets for investment purposes. The
address 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.
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
and a director of BUL. For additional information
regarding Gregg A. Dykstra, see Item 2.C.3. above.
4. ERIC M. FOGEL. Eric M. Fogel is a director of BUL. For
additional information regarding Eric M. Fogel, see Item
2.C.4. above.
5. LARRY W. ROTTMEYER. Larry W. Rottmeyer is a director of
BUL. For additional information regarding Larry W.
Rottmeyer, see Item 2.C.5. 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.
PAGE 9 OF 20
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H. INFORMATION RESPECTING EXECUTIVE 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 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 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 Treasurer and a
director of BLC. For additional information regarding
Gregg A. Dykstra, see Item 2.C.3. above.
4. ERIC M. FOGEL. Eric M. Fogel is a director of BLC. For
additional information regarding Eric M. Fogel, see Item
2.C.4. above.
5. LARRY W. ROTTMEYER. Larry W. Rottmeyer is a director of
BLC. For additional information
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regarding Larry W. Rottmeyer, see Item 2.C.5. above.
6. MARK G. AHEARN. Mark G. Ahearn is the Secretary of BLC.
His business address is: c/o Walter E. Best Company, Inc.,
P.O. Box 50444, Indianapolis, Indiana 46250. During the
last five years, Mark G. Ahearn 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.
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 EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS
CONTROLLING BLC.
1. BUL. For additional information regarding Officers and
Directors of BUL, see Item 2.F. above.
2. FEBI. For additional information regarding Officers and
Directors of FEBI, see Item 2.C. above.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 29, 1995, BLC purchased 77,935 FEBI Shares for a total
consideration of $2,317,786.90 from the Best Lock Corporation Stock Bonus
Plan 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.
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The purpose of the transaction is to provide liquidity for regularly
scheduled annual distributions under the Best Lock Corporation's Stock Bonus
Plan and distributions anticipated as a result of the BLC's voluntary
separation program for certain of its employees. These distributions are
anticipated to be made in the first and second quarter of 1996.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
A. INTEREST OF RUSSELL C. BEST.
1. Best beneficially owns a total of 463,140 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
145,775 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
77.4%.
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 463,140.
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.
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 145,775
FEBI Shares which it actually owns, no other person is
known to have the right to receive or the power to direct
the receipt
PAGE 12 OF 20
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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 145,775 FEBI Shares. FEBI actually
owns no FEBI Shares in its own name. FEBI beneficially
owns 145,775 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 24.3%.
2. The number of FEBI Shares as to which FEBI has the sole
power to vote or to direct the vote is zero. 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 145,775. 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 145,775 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. See Item 5.A. above.
2. MARIEA L. BEST.
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
PAGE 13 OF 20
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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 1 FEBI Share. 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
vote is 1. 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 1. 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. ERIC M. FOGEL.
a. Eric M. Fogel 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 Eric M. Fogel
has the sole power to vote or to direct the vote 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
PAGE 14 OF 20
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to dispose is zero. The number of FEBI Shares as to
which he has a shared power to dispose is zero.
c. Eric M. Fogel has not been a party to any transaction
involving FEBI Shares that was effected during the
past sixty days.
5. LARRY W. ROTTMEYER.
a. Larry W. Rottmeyer 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 Larry W.
Rottmeyer has the sole power to vote or to direct the
vote 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. Larry W. Rottmeyer 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 145,775 FEBI Shares, none of which
are directly owned. BUL beneficially owns 145,775 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 24.3%.
2. The number of FEBI Shares as to which BUL has the sole
power to vote or to direct the vote is zero. 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 145,775. The
number of
PAGE 15 OF 20
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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 145,775 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.
3. GREGG A. DYKSTRA. See Item 5.C.3. above.
4. ERIC M. FOGEL. See Item 5.C.4. above.
5. LARRY W. ROTTMEYER. See Item 5.C.5. 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 145,775 FEBI Shares, all of which are
directly owned. The aggregate percentage of the FEBI
Shares issued and outstanding which BLC beneficially owns is
approximately 24.3%.
2. 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 145,775. The
number of FEBI Shares as to which BLC has a shared power to
dispose is zero.
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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. ERIC M. FOGEL. See Item 5.C.4. above.
5. LARRY W. ROTTMEYER. See Item 5.C.5. above.
6. MARK G. AHEARN.
a. Mark G. Ahearn 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 Mark G. Ahearn
has the sole power to vote or to direct the vote 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. Mark G. Ahearn has not been a party to any
transaction involving FEBI Shares that was effected
during the past sixty days.
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.
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<PAGE>
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.
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.
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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: January 8, 1996 Date: January 8, 1996
FRANK E. BEST, INC.
/s/ Russell C. Best By: /s/ Russell C. Best
- -------------------------------- ----------------------------
Russell C. Best Russell C. Best, President
Date: January 8, 1996 Date: January 8, 1996
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
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<PAGE>
EXHIBIT I
AGREEMENT
We, Russell C. Best, Frank E. Best, Inc., a Delaware corporation
("FEBI"), Best Universal Lock Co., a Delaware 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 8th day of January, 1996.
BEST UNIVERSAL LOCK CO.
/s/ Russell C. Best By: /s/ 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 20 OF 20
