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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)*
DDL Electronics, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
233167 10 5
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(CUSIP Number)
William E. Cook, 14775 Peachtree Drive, Tigard, Oregon 97224, (503) 590-3588
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 30, 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 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 should
be sent.
*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. 233167 10 5 Page 2 of 3 Pages
1. Name of reporting person
S.S. or I.R.S. identification no. of above person
William E. Cook
2. Check the appropriate box if a member of a group* (a) ____
(b) ____
3. SEC use only
___________________________________________________________________________
4. Source of funds*
PF
5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) _____
6. Citizenship or place of organization
U.S. Citizen
7. Number of shares beneficially owned by each reporting person with sole
voting power
706,116
8. Number of shares beneficially owned by each reporting person with shared
voting power
Not applicable
9. Number of shares beneficially owned by each reporting person with sole
dispositive power
706,116
10. Number of shares beneficially owned by each reporting person with shared
dispositive power
Not applicable
11. Aggregate amount beneficially owned by each reporting person
706,116
12. Check box if the aggregate amount in Row (11) excludes certain shares* ____
Not applicable
13. Percent of class presented by amount in Row (11)
4.33%
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CUSIP No. 233167 10 5 Page 3 of 3 Pages
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.
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Item 1. Security and Issuer
This schedule relates to shares of common stock, $.01 par value, of DDL
Electronics, Inc., a Delaware corporation (the "Company"), whose principal
executive offices are located at 7320 S.W. Hunziker Road, Suite 300, Tigard,
Oregon 97223.
Item 2. Identity and Background
(a) The name of the person filing this schedule is William E. Cook.
(b) Mr. Cook's address is 14775 Peachtree Drive, Tigard, Oregon 97224.
(c) Mr. Cook's present principal occupation is to acquire, own, hold, and
dispose of investments for his own account.
(d) During the past five years, Mr. Cook has not been convicted in any
criminal proceeding.
(e) During the past five years, Mr. Cook has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in 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. Cook is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Cook has financed, and will continue to finance, the exercise of the
options described in Item 6 with personal funds.
Item 4. Purpose of Transaction
The purpose of this transaction is to exercise the options described in
Item 6 until Mr. Cook has exercised all such options before they terminate
under the 1991 Option Agreement (described below), as superseded by the 1993
Option Agreement (described below), the agreements under which the Company
granted such options to Mr. Cook, and then to dispose of all or substantially
all of the shares acquired thereby primarily through open market sales. Except
as set forth above, Mr. Cook does not have any plans or proposals which relate
to or would result in any of the matters described in subparagraphs (a) through
(j) of this Item 4.
Item 5. Interest in Securities of the Issuer
(a) Mr. Cook is the beneficial owner in the aggregate of 706,116 shares of
the common stock, $.01 par value, of the Company of which he is the owner and
holder of record of 166,654 shares and of which he has the option to purchase
539,462 shares, representing in the aggregate 4.33% of such class.
(b) Mr. Cook has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of 166,654 shares of common
stock, $.01 par value, of the Company and, upon exercise of all of the options
to purchase 539,462 shares of such common stock, he will also have the sole
power to vote or direct the vote and sole power to dispose or direct the
disposition of such shares of common stock acquired thereby. Mr. Cook is not
the beneficial owner of any shares of stock in which he shares the power to
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vote or to direct the vote or shares the power to dispose or direct the
disposition.
(c) Mr. Cook effected the following transactions in the shares of common
stock, $.01 par value, of the Company during the past 60 days:
(1) On November 1, 1995, he exercised options to purchase 150,000
shares of such common stock at $.50 per share, and
(2) On September 19, 1995, he sold 10,000 shares of such common stock
at $2.00 per share, on October 11, 1995, 13,000 shares at $2.00 per
share, on October 16, 1995, 3,100 shares at $2.50 per share, on
October 17, 1995, 30,000 shares at $2.375 per share, on October 19,
1995, 10,000 shares at $2.25 per share, on October 20, 1995, 10,800
shares at $2.50 per share, on October 25, 1995, 10,046 shares at $2.50
per share, on October 25, 1995, 46,000 shares at $2.375 per share, on
October 26, 1995, 200 shares at $2.50 per share, on October 26, 1995,
15,000 shares at $2.25 per share, on October 27, 1995, 22,300 shares
at $2.25 per share, on November 2, 1995, 7,000 shares at $2.50 per
share, and on November 8, 1995, 6,700 shares at $2.625 per share (all
of which sales were open market sales).
(d) Not applicable.
(e) On October 30, 1995, Mr. Cook ceased to be the beneficial owner of
five percent of the shares of common stock, $.01 par value, of the Company.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On December 3, 1991, Mr. Cook and the Company entered into a General
Nonstatutory Stock Option Agreement (the "1991 Option Agreement"), by the terms
of which the Company granted to him options to purchase 596,992 shares of its
common stock at $.50 per share. Certain antidilution provisions of the 1991
Option Agreement required that the Company grant additional options to Mr. Cook
upon the occurrence of specific events. The Company, pursuant to these
provisions, granted to Mr. Cook an additional 493,287 options. In 1993, the
Company terminated the 1991 Option Agreement and in its place adopted the 1993
Stock Incentive Plan and 1993 Nonemployee Director Stock Option Plan. It also
entered into a separate stock option agreement with Mr. Cook which incorporated
the antidilution provisions contained in the 1991 Option Agreement (the "1993
Option Agreement"). The Company granted to Mr. Cook an additional 4,183
options under the 1993 Option Agreement. In summary, the Company granted to
Mr. Cook 1,094,462 options. Mr. Cook as of the date of this schedule has
exercised 555,000 options under the 1991 Option Agreement, as superseded by the
1993 Option Agreement, and has sold 388,346 shares acquired thereby.
Item 7. Material to Be Filed as Exhibits
(a) 1993 Stock Incentive Plan and 1993 Non-Employee Directors Stock Option
Plan (incorporated by reference to Exhibits 4.7 and 4.8 to the Issuer's
Registration Statement on Form S-8, Commission File No. 33-74400).
(b) DDL Electronics, Inc. Stock Option Agreement 1993 Stock Incentive Plan
between DDL Electronics, Inc. and Mr. Cook dated January 10, 1994 (incorporated
by reference to Exhibit 99.1 to Mr. Cook's Amendment No. 1 to Schedule 13D
filed October 2, 1995).
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 10, 1995 /s/ William E. Cook
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Date Signature
William E. Cook
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
