Page 3 of 9 Pages
SCHEDULE 13-D IS HEREBY RESTATED AND AMENDED AS FOLLOWS:
--------------------------------------------------------
Item 1. Security and Issuer.
--------------------
The class of equity securities to which this statement relates is
common stock, no par value, of Certron Corporation, the address of which is
1545 Sawtelle Boulevard, Los Angeles, California 90025.
Item 2. Identity and Background.
------------------------
(a)(b)The name and business address of the undersigned is as
follows:
Louart Corporation
1545 Sawtelle Boulevard, Suite 34
Los Angeles, California 90025
(c) Louart is a privately held investment company.
(d) Louart Corporation has not been involved in any criminal
proceeding (excluding traffic tickets) in the last five years.
(e) Louart has not been involved in any judicial or administrative
action with respect to federal or state securities laws in the
last five years.
(f) Louart is a corporation chartered in the State of California.
Attached hereto as schedule A is a statement giving the information
called for by this item with respect to each officer and director of Louart
Corporation (which is hereinafter referred to as "Louart") and each person
who may be considered to be in a control relationship with Louart (all such
persons are hereinafter refered to as "associates" of Louart.)
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
To date Louart has purchase a total of 1,205,200 shares of common
stock of the Issuer at a total cost of $2,073,976.38 an average of 1.72 per
share. All of the funds used in making such purchases have been Louart's own
funds. It is possible that short term bank loans will be made in the future
in making purchases of additional securities of the issuer. Short term loans
will be retired through the application of the proceeds of sale of assets of
Louart other than the securities of the issuer.
Page 4 of 9 Pages
Item 4. Purpose of Transaction.
-----------------------
(a) Shares of the Issuer were acquired for investment purposes.
Depending upon market conditions and other factors which the management of
Louart considers relevant, Louart may purchse additional shares from time to
time in open market or privately negotiated transactions or Louart may sell
shares in the open market or in privately negotiated transactions.
(b) Louart does not have any extraordinary corporate transactions
in mind for the Issuer such as a merger, reorganization or liquidation of the
Company or of its subsidiaries.
(c) Louart does not have in mind a sale or tansfer of a material
amount of assets of the Issuer or any of its subsidiaries.
(d) Louart's management does not have any present plans to change
the present board of directors or management of the Issuer, nor does Louart
have any plans or proposals to change the number or term of directors, or to
fill any existing vacancies on the board.
(e) Louart does not have any material change in mind with respect
to the present capitalization or dividend policy of the Issuer.
(f) Louart does not contemplate any material change in the Issuers
business or corporate structure.
(g) Louart does not contemplate any changes in the Issuer's
charter, by-laws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the issuer by any person.
(h)(i)(j) Louart does not contemplate any action that would cause
the Issuer to cease being quoted in an inter-dealer quotation system of a
registered national securities or having a class of equity securities of the
Issuer become eligible for termination of registration pursuant to Section 12
(g)(4) of the Act or any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Louart owns 1,205,200 shares of common stock to the Issuer as of
February 26, 1998 and has the sole power to vote the same.
Marshall I. Kass, an associate of Louart and owner of 20.74% of the
common stock of Louart owns directly a total of 45,015 shares of the common
stock of the Issuer purchased at an average cost of $0.95 and has the sole
power to vote the same. A total of 231,100 shares of common stock of the
issuer at an average purchased price of $0.97 are owned by his SEP/IRA of
which 40,000 shares were purchased on February 18, 1998 at an average cost of
$0.30 per share, and 5,000 shares were purchased on October 28, 1997 at an
average cost of $0.46 per share. The Trustee of his SEP/IRA is Charles
Schwab and Company, Account No. 4936-9050. The SEP/IRA is self directed and
he has the sole power to vote the same. Marshall Kass is an Officer and
Director of Certron. Stock options were granted to Mr. Kass on March 26,
1996 for 10,000 shares of common stock of the issuer at an exercise price of
$1.00 per share, and on June 3, 1997 for 10,000 shares of common stock of the
issuer at an exercise price of $1.00 per share and become exercisable in full
one year from the date of grant.
Page 5 of 9 Pages
Deanne Fier Kass, an associate of Louart and owner of 9.97% of the
common stock of Louart owns directly a total of 81,500 shares of common stock
of the issuer purchased at an average cost of $.90 per share, and has the
sole power to vote the same.
Michael S. Kass, an associate of Louart and owner of 22.13% of the
common stock of Louart excluding the shares owned by his minor child owns
directly 1,000 shares of common stock of the issuer at an average cost of
$1.625 per share, and a total of 22,525 shares of common stock of the issuer
at an average purchased price of $1.80 owned by his SEP/IRA. The Trustee of
his SEP/IRA is Charles Schwab and Company, Account No. 4932-8893. The
SEP/IRA is self directed and he has the sole power to vote the same. Michael
Kass is an Officer and a Director of Certron. Stock options were granted to
Mr. Michael Kass on March 26, 1996 for 10,000 shares of common stock of the
issuer at an exercise price of $1.00 per share, and on June 3, 1997 for
10,000 shares of common stock of the issuer at an exercise price of $1.00 per
share and become exercisable in full one year from the date of grant.
Susan E. Kass, an associate of Louart and owner of 22.13% of the
common stock of Louart excluding the shares owned by her minor child owns
directly 1,000 shares of common stock of the issuer at an average cost of
$1.9425 per share, and has the sole power to vote the same. Susan Kass is an
Officer and Director of Certron. Stock options were granted to Ms. Kass on
March 26, 1996 for 10,000 shares of common stock of the issuer at an exercise
price of $1.00 per share, and on June 3, 1997 for 10,000 shares of common
stock of the issuer at an exercise price of $1.00 per share and become
exercisable in full one year from the date of grant.
Jonathan F. Kass, an associate of Louart and owner of 22.13% of the
common stock of Louart excluding the shares owned by his minor children owns
directly 1,000 shares of common stock of the issuer at an average cost of
$1.9425 per share, and has the sole power to vote the same. In addition,
Jonathan Kass is a custodian for his minor children under the Uniform Gifts
To Minors Act for 5,000 shares for the benefit of Chanel Kass at a purchase
price of $0.93 purchased on December 26, 1991 and 5,000 shares for Diva Kass
at a purchase price of $0.93 purchased on December 26, 1991. Jonathan Kass
is an Officer and a Director of Certron. Stock options were granted to Mr.
Jonathan Kass on March 26, 1996 for 10,000 shares of common stock of the
issuer at an exercise price of $1.00 per share, and on June 3, 1997 for
10,000 shares of common stock of the issuer at an exercise price of $1.00 per
share and become exercisable in full one year from the date of grant.
Except as set forth above, neither Louart nor any associate of
Louart has any right to acquire, directly or indirectly, any securities of
the Issuer, except to the extent that the right to receive certificates for
securities of the issuer previously purchased but not yet delivered may
constitute such a right to acquire.
Attached hereto as Schedule B is information as to all transactions
in the common stock of the issuer which were effected during the past 60 days
by Louart or any associate of Louart.
Item 6. Contracts, Arrangements, or Understandings with respect to
Securities of the Issuer.
----------------------------------------------------------
Inapplicable.
Page 6 of 9 Pages
Item 7. Material to be filed as exhibits.
---------------------------------
Inapplicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth is true, complete and correct.
BY (SIGNATURE) /s/ Marshall I. Kass
(NAME AND TITLE) MARSHALL I. KASS
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
FEBRUARY 26, 1998
Page 7 of 9 Pages
SCHEDULE A
----------
INFORMATION AS TO ASSOCIATES OF LOUART CORPORATION.
---------------------------------------------------
(a)(b) Name and Residence Addresses:
-----------------------------
Marshall I. Kass
2172 Century Woods Way
Los Angeles, California 90067
Deane F. Kass
2172 Century Woods Way
Los Angeles, California 90067
Michael S. Kass
11835 So. Park Avenue
West Los Angeles, California 90066
Susan E. Kass
3708 Via Palomino
Palos Verdes Estates, California 90274
Jonathan F. Kass
28851 Boniface Drive
Malibu, California 90265
The business address of each of such persons is 1545 Sawtelle
Boulevard, Los Angeles, California 90025. Messrs. Marshall, Michael, and
Jonathan, Ms. Deanne and Ms. Susan Kass, director and executive officers of
the Company, owns shares of the capital stock of Louart Corporation
representing a majority of the voting power of the outstanding capital stock
thereof.
(c) Past and Principal Occupations:
-------------------------------
Marshall I. Kass
For more than the past five years and until February 1996, Mr. Kass
served as President of Louart Corporation, a privately-held investment
company. In February 1996, he was elected Chairman of the Board, Chief
Executive Officer and Chief Operating Officer of Louart Corporation. He
is, and for more than the past five years has been, a Director thereof.
In December 1988, Mr. Marshall I. Kass was elected Chairman of the Board
of Directors and Chief Executive Officer, and in June 1990 he was
elected as the Chief Operating Officer of Certron Corporation.
Deanne F. Kass
Professional volunteer, Homemaker for more than 10 years. July 1977 to
present served as Director and Treasurer of Louart Corporation.
Michael S. Kass
In February 1996, Mr. Michael S. Kass was elected President of Louart
Corporation. For the five years prior thereto, he served as Senior
Vice President and Director of the Company.
Page 8 of 9 Pages
In March 1996, Mr. Michael S. Kass was elected Executive Vice President
of Certron Corporation. For the five years prior thereto, he served as
Vice President of Certron.
Susan E. Kass
For more than the past five years, Ms. Susan E. Kass has served as the
Secretary, Vice President and Director of Louart Corporation. In 1990,
she was elected Secretary and Treasurer of Certron Corporation.
Jonathan F. Kass
In February 1996, Mr. Jonathan F. Kass was elected as Senior Vice
President of Louart Corporation. For the five years prior thereto, he
served as Vice President and Director of the Company.
In March 1996, Mr. Jonathan F. Kass was elected President of Certron
Corporation. For the five years prior thereto, he served as Executive
Vice President of Certron.
(d) No such person hs been convicted of a criminal proceeding (excluding
traffic tickets) in the last five years.
(e) No such person has been a party to a civil proceeding of a judicial or
administrative body in the last five years concerning federal or state
securities laws.
(f) All such persons are citizens of the United States.
Page 9 of 9 Pages
SCHEDULE B
----------
INFORMATION AS TO TRANSACTIONS IN THE
COMMON STOCK OF THE ISSUER DURING THE
PAST SIXTY DAYS
-------------------------------------
The following information as to all purchases of common stock of the
Issuer since December 20, 1997 by Louart Corporation or any associate of
Louart. All purchases of common stock were made in the over-the-counter
market from the firms noted below.
<TABLE>
CERTRON CORPORATION
-------------------
COMMON STOCKS
-------------
PURCHASED BY MARSHALL I. KASS UNDER HIS SEP/IRA ACCOUNT
-------------------------------------------------------
PURCHASE
PRICE PER
SHARE
DATE NO. OF SHRS. (W/O COMMISSION) BROKERS
---- ------------ ---------------- -------
<CAPTION>
<C> <C> <C> <S>
02/18/98 40,000 $0.29 CHARLES SCWHAB
</TABLE>
