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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. 2 )*
Best Universal Lock Co.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock Without Nominal or Par Value
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(Title of Class of Securities)
086581998
------------------------------------------
(CUSIP Number)
Russell C. Best, c/o Frank E. Best, Inc.
P.O. Box 50444, Indianapolis, IN 46250; (317) 849-2250
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(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)
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SCHEDULE 13D
CUSIP NO. 086581998 PAGE 2 OF 12 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 329,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
329,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
329,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
85.1%
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. 086581998 PAGE 3 OF 12 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 318,085
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
318,085
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,085
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.3%
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 Series A and Series B classes of common stock,
without par value, of Best Universal Lock Co. (the "BUL Shares"). The address
of the principal executive offices of Best Universal Lock Co. ("BUL") is: P.O.
Box 50444, Indianapolis, Indiana 46250.
ITEM 2. IDENTITY AND BACKGROUND.
The two persons jointly filing this amended statement pursuant to Reg.
Section 240.13d-1(f)(1) are Russell C. Best and Frank E. Best, Inc.
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,
a Delaware corporation. Best Lock Corporation's address is
P.O. Box 50444, Indianapolis, IN 46250, and its principal
business is the manufacture and sale of masterkeyed locking
systems. He is also the President and a Director of BUL.
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 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 4 of 12
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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 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, BUL and
BLC. 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
FEBI, BUL and BLC. 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 5 of 12
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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, BUL and BLC. 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 C.
Best, see Item 2.A. above.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 12, 1995, Best Lock Corporation, a Delaware corporation ("BLC")
purchased 17,759 BUL Shares (representing less than 5% of the issued and
outstanding shares of BUL on October 12, 1995) for a total consideration of
$879,070.50 from a shareholder of BUL 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 BUL for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
A. INTEREST OF BEST.
1. Best beneficially owns a total of 329,000 BUL Shares, as follows:
(a) he actually owns, 2,127 Series A BUL Shares in his own name;
(b) he beneficially owns 1 Series A BUL Share actually
PAGE 6 of 12
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owned by his wife, Mariea L. Best; (c) he beneficially owns an
additional 300,000 Series B BUL Shares which are actually owned
by FEBI, by virtue of (i) Best's direct ownership of 113,311
shares of FEBI, and (ii) Best's beneficial ownership of the
204,053 shares of FEBI actually owned by Best Lock Partnership
("BLP"), a general partnership of which Best and Walter E. Best
Company, Inc., a Washington corporation ("WEBCO") are the voting
general partners (Best controls WEBCO by virtue of his ownership
of the 1,000 voting common shares of WEBCO) and (iii) Best's
beneficial ownership of 67,840 FEBI Shares which are owned by
BLC, a corporation indirectly controlled by Best. Since Best
beneficially owns 64.3% of the 598,710 issued and outstanding
shares of FEBI, he is in a position to direct the voting and/or
the disposition of the BUL Shares owned by FEBI; (d) he
beneficially owns the 8,787 Series A BUL Shares owned by BLP; (e)
he beneficially owns an additional 18,085 BUL Shares which are
actually owned by BLC, by virtue of his beneficial 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 BUL Shares
owned by BLC.
The aggregate percentage of the BUL Shares issued and outstanding
which Best beneficially owns is approximately 85.1%.
2. The number of BUL Shares as to which Best has the sole power to
vote or to direct the vote is 329,000. The number of BUL Shares
as to which Best has a shared power to vote or to direct the vote
is zero. The number of BUL Shares as to which Best has the sole
power to dispose is 329,000. The number of BUL Shares as to
which Best has a shared power to dispose is zero.
3. Best has not been a party to any transaction involving BUL Shares
that was effected during the past sixty days.
4. Except for FEBI as respects the 300,000 Series B BUL Shares which
it owns, BLP as respects the 8,787 Series A BUL Shares which it
actually owns, Mariea L. Best as respects the 1 Series A BUL
Share which she owns, and BLC as respects the 18,085 Series A BUL
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 BUL Shares
which Best beneficially owns.
PAGE 7 of 12
<PAGE>
B. INTEREST OF FEBI.
1. FEBI beneficially owns 318,085 BUL Shares. FEBI actually owns
300,0000 Series B BUL Shares in its own name. FEBI beneficially
owns 18,085 Series A BUL Shares actually owned by BLC, by virtue
of its beneficial 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 BUL
Shares owned by BLC. The aggregate percentage of the BUL Shares
issued and outstanding which FEBI owns is approximately 82.3%.
2. The number of BUL Shares as to which FEBI has the sole power to
vote or to direct the vote is 318,085. The number of BUL Shares
as to which FEBI has a shared power to vote or to direct the vote
is zero. The number of BUL Shares as to which FEBI has the sole
power to dispose is 318,085. The number of BUL Shares as to
which FEBI has a shared power to dispose is zero.
3. FEBI has not been a party to any transaction involving BUL Shares
that was effected during the past sixty days.
4. Except for the 18,085 Series A BUL 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 BUL 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 BUL Share, which is owned
in her own name. The aggregate percentage of the BUL Shares
issued and outstanding which Mariea L. Best owns is
approximately 0.0%.
b. The number of BUL Shares as to which Mariea L. Best has the
sole power to vote or to direct the vote is 1. The number
of BUL Shares as to which Mariea L. Best has a shared power
to vote or to direct the vote is zero. The number of BUL
Shares as to which Mariea L.
PAGE 8 of 12
<PAGE>
Best has the sole power to dispose is 1. The number of BUL
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 BUL 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 BUL Shares which Mariea L.
Best beneficially owns.
3. GREGG A. DYKSTRA.
a. Gregg A. Dykstra beneficially owns no BUL Shares. The
aggregate percentage of the BUL Shares issued and
outstanding which he owns is approximately 0.0%.
b. The number of BUL Shares as to which Gregg A. Dykstra has
the sole power to vote or to direct the vote is zero. The
number of BUL Shares as to which he has a shared power to
vote or to direct the vote is zero. The number of BUL
Shares as to which he has the sole power to dispose is zero.
The number of BUL 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 BUL Shares that was effected during the past sixty
days.
4. EDWARD C. MEMMEN, JR.
a. Edward C. Memmen, Jr.beneficially owns no BUL Shares. The
aggregate percentage of the BUL Shares issued and
outstanding which he owns is approximately 0.0%.
b. The number of BUL Shares as to which Edward C. Memmen, Jr.
has the sole power to vote or to direct the vote is zero.
The number of BUL Shares as to which he has a shared power
to vote or to direct the vote is zero. The number of BUL
Shares as to which he has the sole power to dispose is zero.
The number of BUL Shares as to which he has a shared power
to dispose is zero.
PAGE 9 of 12
<PAGE>
c. Edward C. Memmen, Jr.has not been a party to any transaction
involving BUL Shares that was effected during the past sixty
days.
D. INTEREST OF PERSONS CONTROLLING FEBI.
1. RUSSELL C. BEST. See Item 5.A. 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 the
parties hereto, or any Executive Officer or Director of such parties is a party
to any contract, arrangement, understanding or relationship (legal or otherwise)
with respect to the BUL Shares which are owned by any of the parties hereto,
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 17,759 shares of BUL 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 BUL to be
held on October 30, 1995.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A copy of the written agreement of Best 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 10 of 12
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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: 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
PAGE 11 of 12
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EXHIBIT I
AGREEMENT
We, Russell C. Best and Frank E. Best, Inc., a Washington corporation
("FEBI"), hereby agree that the Schedule 13D to which this Agreement is an
Exhibit, respecting the acquisition of common stock of Best Universal Lock Co.
by BLC, is to be filed jointly by us on behalf of both 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.
FRANK E. BEST, INC.
/s/ Russell C. Best By: /s/ Russell C. Best
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Russell C. Best Russell C. Best, President
PAGE 12 of 12
