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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
AMENDED AND RESTATED
Under the Securities Exchange act of 1934
(Amendment No._____)*
BRESLER & REINER, INC.
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(Name of Issuer)
Common stock, par value $.01 per share
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(Title of Class of Securities)
107336 10 9
-------------------------------------------
(CUSIP Number)
Steven J. Serling, Esquire, Pelino & Lentz, P.C. (215) 665-1540
One Liberty Place, 32nd Floor, 1650 Market St., Phila. PA 19103-7393
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 11, 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 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 the statement [X]. (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
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CUSIP No. 107336 10 9 PAGE 2 OF 12 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Burton J. Reiner (SSN ###-##-####)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
2 This Schedule 13D is filed by Burton J. Reiner as a (b) [_]
member of the group consisting of him and his spouse,
Anita O. Reiner.
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
5 PURSUANT TO ITEMS 2(d) or 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF
2,763
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 846,015
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
2,763
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
846,015
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
848,778
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
12 CERTAIN SHARES*
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.9%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP NO. 107336 10 9 PAGE 3 OF 12 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anita O. Reiner (SSN ###-##-####)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 This Schedule 13D is filed by Anita O.Reiner as a (a) [X]
member of the group consisting of her and her spouse, (b) [_]
Burton J. Reiner.
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
5 PURSUANT TO ITEMS 2(d) or 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES ----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 846,015
----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON ----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
846,015
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
846,015
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
12 CERTAIN SHARES*
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.8%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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AMENDED AND RESTATED
SCHEDULE 13D
FILED BY THE GROUP CONSISTING OF
BURTON J. REINER
and ANITA O. REINER
Item 1. Security and Issuer.
-------------------
This statement relates to the common stock, par value $.01 per share,
of Bresler & Reiner, Inc.
The name and position of the principal executive officers of the
Issuer are as follows:
Name Position
---- --------
Charles S. Bresler Chairman and Chief Executive
Officer
Burton J. Reiner President
Edwin Horowitz Secretary
William L. Oshinsky Treasurer
The address of each of the officers is 401 M Street, S.W., Waterside
Mall, Washington, DC 20024.
Item 2. Identity and Background.
-----------------------
(a) The names of the persons filing this statement are Burton J.
Reiner and Anita Reiner.
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(b) The business address of Mr. and Mrs. Reiner is 401 M Street,
S.W., Waterside Mall, Washington, DC 20024.
(c) Mr. Reiner is President of the Issuer. Mrs. Reiner is not
employed.
(d) During the last five years, neither Mr. nor Mrs. Reiner was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, the result of which proceeding was to subject either of them to a
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.
(f) Mr. and Mrs. Reiner are U.S. citizens.
Item 3. Source and Amount of Funds or Other
Consideration.
-----------------------------------
Prior to January 13, 1989, Mr. Reiner was the beneficial owner of
961,149 shares of the Issuer which he held individually in his own name,
constituting approximately 33.95% of the issued and outstanding shares of the
Issuer; Mrs. Reiner was the beneficial owner of 70,870 shares of the Issuer
which she held individually in her own name, constituting 2.5% of the issued and
outstanding shares of the Issuer.
On January 13, 1989, Mr. and Mrs. Reiner each transferred their
individual shares by gift without consideration to themselves
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as joint tenants with right of survivorship, such that, upon the death of one of
them, record and beneficial ownership of the shares would pass by operation of
law to the survivor. During the same month 19,337 shares of the Issuer held in a
trust of which Mr. and Mrs. Reiner were co-trustees and previously reported by
Mr. Reiner on Schedule 13-G, were distributed to the trust beneficiaries who are
the adult children of the Reiners. These shares are no longer beneficially owned
by Mr. and Mrs. Reiner.
Mr. and Mrs. Reiner on December 29, 1993 established the Burton and
Anita Reiner Charitable Remainder Annuity Trust (the "Trust"). Mr. and Mrs.
Reiner gifted 166,667 shares of the issuer to the Trust on the same date. Mr.
and Mrs. Reiner have no voting or investment power with respect to the assets of
the Trust, including such gifted shares.
Item 4. Purpose of Transaction.
----------------------
The purpose of the transfer of shares by Mr. and Mrs. Reiner to
themselves as joint tenants with the right of survivorship was to facilitate
their estate and tax planning. The Reiners have no plans or proposals which
relate to or would result in, the acquisition or disposition of securities of
the Issuer; an extraordinary corporate transaction; a sale or transfer of a
material amount of assets of the Issuer, any change in the present
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board of directors or management of the Issuer; any material change in the
present capitalization or dividend policy of the Issuer; any other material
change in the Issuer's; business or corporate structure; any changes in the
Issuer's charter or bylaws or other actions impeding the acquisition of control
of the Issuer; the Issuer's securities becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or any action similar to any of the foregoing.
The purpose of the transfer of shares by Mr. and Mrs. Reiner to the
Trust was for estate and tax planning.
See the response to Item 3, "Source and Amount of Funds or Other
Consideration."
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) (1) Anita O. Reiner is the beneficial owner of 846,015
shares of the issuer, constituting 29.8% of the issued and outstanding shares of
the issuer, which she holds as joint tenant with the right of survivorship with
Burton J. Reiner.
(2) Burton J. Reiner is the beneficial owner of 848,778
shares of the issuer, constituting 29.9% of the issued and outstanding shares of
the issuer, including 846,015 shares held as joint tenant with right of
survivorship with Anita O. Reiner.
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(3) Neither Mr. nor Mrs. Reiner has any right to acquire
additional shares of the issuer.
(b) Mr. and Mrs. Reiner have shared power to vote and dispose of
the 846,015 shares held in joint name. Mr. Reiner has sole power to vote and
dispose of 2,763 shares he holds as trustee, and Mrs. Reiner disclaims
beneficial ownership of such 2,763 shares.
(c) Neither Mr. nor Mrs. Reiner has effected any transactions in
the issuer's securities within the past 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
----------------------------------------------
(a) Mr. and Mrs. Reiner are husband and wife and hold 846,015
shares of the issuer as joint tenants with right of survivorship. The voting of
shares held under joint tenancy is governed by state law. The securities of the
issuer held by Mr. and Mrs. Reiner are not pledged or otherwise subject to a
contingency the occurrence of which would give another person voting or
investment power over such securities.
Item 7. Material to be Filed as Exhibits.
--------------------------------
There are no exhibits to this Statement.
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Signature
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.
May 3, 1996 /s/ Burton J. Reiner
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Date Signature
BURTON J. REINER
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Name/Title
May 3, 1996 /s/ Anita O. Reiner
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Date Signature
ANITA O. REINER
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Name/Title
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