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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amended and Restated Schedule 13D)*
ELCO INDUSTRIES, INC.
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK, $5 PAR VALUE
________________________________________________________________________________
(Title of Class of Securities)
284420-10-6
_______________________________________________________________
(CUSIP Number)
Thomas A. Cole, Esq.
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 16, 1994
_______________________________________________________________
(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 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)
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 2 OF 28 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Okabe Company Limited
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Joint Filing (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Japan
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 908,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
908,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
908,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.96%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 3 OF 28 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Okabe Co., Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Joint Filing (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Illinois
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
-0-
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 4 OF 28 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Akira Okabe
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Joint Filing (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Japan
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 908,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
908,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
908,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.96%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 5 OF 28 PAGES
- ----------------------- ---------------------
Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934, this
Amended and Restated Schedule 13D restates the Schedule 13D of Okabe Company
Limited, Okabe Co., Inc. and Akira Okabe filed with the Securities and Exchange
Commission on October 29, 1987, as amended by the seven amendments thereto. The
amendment that prompted the filing of this Amended and Restated Schedule 13D
consists of paragraph five of Item 4 under the caption "Information with respect
to Okabe Company Limited."
Information with respect to Okabe Company Limited:
Item 1. Security and Issuer.
-------------------
(a) Title of class of securities: Common Stock, $5 par value.
(b) Issuer: ELCO INDUSTRIES INC.
1111 Samuelson Road
P.O. Box 7009
Rockford, Illinois 61125
Item 2. Identity and Background.
-----------------------
(a) Name: Okabe Company Limited
(b) Place of organization: Japan
(c) Principal business: Diversified industrial company with
principal activities as a trading company and producer of
fasteners.
(d) Address of principal business: 4-21-15 Mukohjima
Sumida-ku
Tokyo, Japan
(e) Address of principal office: 4-21-15 Mukohjima
Sumida-ku
Tokyo, Japan
(f) During the last five years, Okabe Company Limited has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(g) During the last five years, Okabe Company Limited has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which proceeding Okabe Company Limited was or is subject 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.
Schedule A-1 hereto, which is incorporated herein by reference,
sets forth information in response to this item regarding each executive
officer and director of Okabe Company Limited and each person controlling
Okabe Company Limited.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 6 OF 28 PAGES
- ----------------------- ---------------------
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The funds used or to be used by Okabe Company Limited in
purchasing the aggregate of 908,000 shares of the Issuer's Common Stock
reported herein as beneficially owned by Okabe Company Limited are part of
the working capital of Okabe Company Limited. The aggregate purchase price
of such 908,000 shares is approximately $11,909,489, net of all
commissions, markups, markdowns, related charges and taxes.
Schedule A-1 hereto, which is incorporated herein by reference,
sets forth information in response to this item regarding each executive
officer and director of Okabe Company Limited and each person controlling
Okabe Company Limited.
Item 4. Purpose of Transaction.
----------------------
Okabe Company Limited, one of its affiliates and the Issuer have
engaged in negotiations regarding (a) the possible licensing by Okabe
Company Limited to the Issuer of certain proprietary technology of Okabe
Company Limited relating to the design and manufacture of certain
fasteners, (b) the possible granting by the Issuer to Okabe Company Limited
or its affiliates of certain marketing rights to certain fasteners
manufactured or to be manufactured by the Issuer, (c) the possible granting
by Okabe Company Limited or its affiliates to the Issuer of certain
marketing rights to certain fasteners and (d) certain possible limitations
on the acquisition, voting or disposition by Okabe Company Limited and its
affiliates of voting securities of the Issuer. The Issuer asked Okabe
Company Limited to execute a "standstill" agreement limiting the
acquisition, voting and disposition by Okabe Company Limited and its
affiliates of voting securities of the Issuer, and there were negotiations
with respect thereto. Okabe Company Limited and its affiliates involved
therein recently ended those negotiations with the Issuer without having
reached any agreement.
Notwithstanding the foregoing, there is an understanding between
Okabe Company Limited and the Issuer pursuant to which Okabe Company
Limited has licensed certain technology to the Issuer in order to enable
the Issuer to bid on a contract to manufacture fasteners for a U.S.
affiliate of a Japanese automobile manufacturer. Pursuant to such
understanding, if the Issuer's bid is accepted, the Issuer will pay to
Okabe Company Limited or an affiliate thereof a commission which varies by
type of fastener. Okabe Company Limited does not know whether the Issuer's
bid will be accepted, and the Issuer has advised Okabe Company Limited that
such bid, if accepted, is not likely to be material to the Issuer.
During the past several months additional discussions have taken
place between representatives of the Issuer and Okabe
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 7 OF 28 PAGES
- ----------------------- ---------------------
Company Limited regarding the possible nomination of one or more
representatives of Okabe Company Limited to the Board of Directors of the
Issuer and other areas of mutual business interest.
The shares of the Issuer's Common Stock reported as beneficially
owned by Okabe Company Limited have been purchased for investment purposes
and to acquire a significant equity position in the Issuer. Depending upon
the evaluation by Okabe Company Limited of the Issuer's business prospects
and financial condition, the market for the Issuer's Common Stock, general
economic conditions, stock market conditions, future developments regarding
the marketing and licensing matters described above in this Item 4 and
other factors that the management of Okabe Company Limited may deem
material to their investment decision, Okabe Company Limited may acquire
additional shares of the Issuer's Common Stock in the open market, in
private transactions or by any other permissible means or may dispose of
all or a portion of the shares of the Issuer's Common Stock which are
presently owned or hereafter may be acquired by Okabe Company Limited.
On or about February 16, 1994, Okabe Company Limited informed the
Issuer that it is considering the sale of all of its stock in the Issuer
and is considering several alternative methods, including selling its
shares in an underwritten public offering subject to certain conditions.
Okabe Company Limited further advised the Issuer that no final decision
would be made with respect to such a transaction until a sales price has
been determined. The Issuer has informed Okabe that it intends to
cooperate with Okabe in a sale of the stock.
Except as set forth herein Okabe Company Limited has no present
plans or proposals which relate to or could result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Schedule A-1 hereto, which is incorporated herein by reference,
sets forth information in response to this item regarding each executive
officer and director of Okabe Company Limited and each person controlling
Okabe Company Limited.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of October 6, 1989, Okabe Company Limited beneficially
owned an aggregate of 908,000 shares of the Issuer's Common Stock. Based
upon the most recently available filing by the Issuer with the Securities
and Exchange Commission which shows an aggregate of 4,787,912 shares of the
Issuer's Common Stock outstanding, such shares constitute approximately
18.96% of the outstanding shares of the Issuer's Common Stock. To the
knowledge of Okabe Company Limited, no other shares of the
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 8 OF 28 PAGES
- ----------------------- ---------------------
Issuer's Common Stock were beneficially owned as of October 6, 1989 by any
person who may be deemed to constitute a "group" pursuant to Section
13(d)(3) of the Securities Exchange Act with Okabe Company Limited.
(b) Okabe Company Limited has the power to vote and the power to
dispose of the aggregate number of shares of the Issuer's Common Stock
reported as beneficially owned by Okabe Company Limited in paragraph (a) of
this Item 5.
Pursuant to Rule 13d-3, Akira Okabe might also be deemed to be a
beneficial owner (together with Okabe Company Limited), and might be deemed
to have the power to direct the voting or disposition of shares of the
Issuer's Common Stock reported herein as beneficially owned by Okabe
Company Limited because Mr. Okabe is the President, a director and a
significant stockholder of Okabe Company Limited. Under Section 13(d)(3)
of the Securities Exchange Act of 1934, Mr. Okabe might also be deemed a
member of a "group" with Okabe Company Limited, Okabe Company, Inc. and
Multinational Business Services, Inc. However, neither the filing of this
Schedule 13D (or amendments hereto) nor any contents of the same shall
constitute an admission that Mr. Okabe is the beneficial owner of any
shares of the Issuer's Common Stock reported herein as beneficially owned
by Okabe Company Limited or a member of a group with any of Okabe Company
Limited, Okabe Company, Inc. or Multinational Business Services, Inc. for
the purpose of Section 13(d) of the Securities Exchange Act of 1934 or for
any other purpose whatsoever. Information regarding Mr. Okabe is set forth
in Schedule A-1, which is incorporated by reference.
(c) Schedule A-2, which is incorporated herein by reference,
sets forth all transactions in the Issuer's Common Stock by Okabe Company
Limited disclosed prior to the date of this Amended and Restated Schedule
13D. To the knowledge of Okabe Company Limited, no executive officer or
director of Okabe Company Limited has effected any transaction in the
Issuer's Common Stock in the past sixty days.
(d) To the knowledge of Okabe Company Limited no other person
has the right to receive or (other than Akira Okabe, Kaname Ohno or Brian
Sasaki acting on behalf of Okabe Company Limited) the power to direct the
receipt of dividends from, or proceeds from the sale of, any of the shares
of the Issuer's Common Stock reported in this Item 5 as beneficially owned
by Okabe Company Limited.
Schedule A-1 hereto, which is incorporated herein by reference,
sets forth information in response to this item regarding each executive
officer and director of Okabe Company Limited and each person controlling
Okabe Company Limited.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 9 OF 28 PAGES
- ----------------------- ---------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
--------------------------------------------------------------
It was previously reported that Okabe Company Limited had
authorized Akira Okabe, its President, Kaname Ohno, the President of Okabe
Co., Inc. and Brian R. Sasaki of Multinational Business Services, Inc. or
any of them, to authorize and conduct purchases of shares of the Issuer's
Common Stock by, or for the account of, Okabe Company Limited. The
relationship between Okabe Company Limited and its affiliates with
Multinational Business Services, Inc. and Brian R. Sasaki recently
terminated. Okabe Company Limited has authorized Akira Okabe, its
President, and Kaname Ohno, the President of Okabe Co., Inc., and each of
them, to conduct the purchasing of the Issuer's Common Stock by, or for the
account of Okabe Company Limited. Purchases authorized or conducted by
Kaname Ohno must be in accordance with the instructions of Okabe Company
Limited.
On June 27, 1989, the Issuer and Okabe Company Limited executed a
Standstill Agreement ("Agreement") with the Issuer. Pursuant to the terms
of the Agreement, Okabe Company Limited agreed that it will not directly or
indirectly own or acquire more than 21% of the outstanding Common Stock of
the Issuer until August 1999. In addition, if Okabe Company Limited
desires to sell all or any part of the Common Stock, the Issuer or its
assignee shall have a right of first refusal for 15 days to purchase the
Common Stock at the price offered by the third party or, if there is no
pending offer from a third party, at the closing bid price on NASDAQ on the
day Okabe Company Limited makes the offer to the Issuer.
By letter dated July 17, 1989, Okabe Company Limited clarified
its position with respect to the Agreement by stating that an increase in
its ownership of Common Stock of the Issuer to more than 21% of the
outstanding stock of the Issuer due to a decrease in the number of
outstanding shares caused by the Issuer's acquisition of its own Common
Stock would not be a violation of the Standstill Agreement.
The binding effect of the Agreement was subject to the approval
of the Issuer's Board of Directors; such approval was granted in August
1989.
Except as set forth in this Item 6, there are no contracts,
arrangements, understandings or relationships specified in Item 6 of
Schedule 13D to which Okabe Company Limited is a party with respect to any
securities of the Issuer.
Schedule A-1 hereto, which is incorporated herein by reference,
sets forth information in response to this item regarding each executive
officer and director of Okabe Company Limited and each person controlling
Okabe Company Limited.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 10 OF 28 PAGES
- ----------------------- ---------------------
Item 7. Materials to be Filed as Exhibits.
---------------------------------
Exhibits to
Original Statement Description
------------------ -----------
1.0 Agreement among Okabe Company Limited, Akira Okabe,
Okabe Company, Inc. and Multinational Business
Services, Inc. relating to the joint filing of
acquisition statements.
2.0 Power of Attorney by Okabe Company Limited relating to
the authority to sign this document.
Exhibits to
Amendment No. 7 Description
--------------- -----------
1. Agreement, dated June 27, 1989, between the Issuer and
Okabe Company Limited.
2. Letter dated July 17, 1989 from Okabe Company Limited
to the Issuer.
3. Power of Attorney by Okabe Company Limited relating to
the authority to sign this document.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 11 OF 28 PAGES
- ----------------------- ---------------------
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement by Okabe
Company Limited is true, complete and correct.
Date: February 25, 1994
OKABE COMPANY LIMITED
By: /s/ Akira Okabe
----------------------
Name: Akira Okabe
Title: President
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 12 OF 28 PAGES
- ----------------------- ---------------------
SCHEDULE A-1
Set forth on this Schedule A-1 is information which Okabe Company
Limited believes, after reasonable inquiry, responds to Items 2 through 6
of Schedule 13D with respect to its executive officers and directors and
Akira Okabe, who might be deemed to control Okabe Company Limited. Okabe
Company Limited has made no special investigation in connection with the
preparation of this Schedule A-1.
Item 2. Identity and Background.
-----------------------
<TABLE>
<CAPTION>
Business Principal
Name Address Occupation Citizenship
---- -------- ---------- -----------
<S> <C> <C> <C>
Akira Okabe 4-21-15 Mukohjima President, Japan
Sumida-ku Okabe Co. Ltd.
Tokyo, Japan
Koji Higuchi 4-21-15 Mukohjima Executive Managing Japan
Sumida-ku Director, Okabe
Tokyo, Japan Co. Ltd.
Yosuke Nakazaki 4-21-15 Mukohjima Managing Director Japan
Sumida-ku of Sales, Okabe
Tokyo, Japan Co. Ltd.
Satoji Nakajima 4-21-15 Mukohjima Managing Director Japan
Sumida-ku of Material and
Tokyo, Japan Production, Okabe
Co. Ltd.
Shonosuke Ishizaki 4-21-15 Mukohjima Sales Manager, Japan
Sumida-ku Okabe
Tokyo, Japan Co. Ltd.
Shunji Kaburagi 4-21-15 Mukohjima Administrative & Japan
Sumida-ku Control Manager,
Tokyo, Japan Okabe Co. Ltd.
Kazuaki Yamamoto 4-21-15 Mukohjima Managing System Japan
Sumida-ku Manager, Okabe
Tokyo, Japan Co. Ltd.
Masahiro Goto 2-7-4 Minami-horie President, Japan
Nishi-ku Kobayashi Metals,
Osaka, Japan Ltd.
Yorijiro Nagayama 4-21-15 Mukohjima Manager/Accounting, Japan
Sumida-ku Okabe Co. Ltd.
Tokyo, Japan
Isao Ozaki 4-21-15 Mukchjima Manager/Overseas, Japan
Sumida-ku Okabe Co. Ltd.
Tokyo, Japan
</TABLE>
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 13 OF 28 PAGES
- ----------------------- ---------------------
Information regarding the principal business and address of Okabe
Company Limited is incorporated herein by reference from Items 2(c) and (d)
of the information regarding Okabe Company Limited to which this Schedule
A-1 is appended. The principal business of Kobayashi Metals Limited is
importing into, and exporting from, Japan and its address is 2-7-4 Minami-
horie, Nishi-ku, Osaka, Japan.
None of the persons for whom information is supplied in Item 2 of
this Schedule A-1 have been, during the last five years, (i) convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
proceeding any such person was or is subject 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.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Not Applicable.
Item 4. Purpose of Transaction.
----------------------
None of the persons for whom information is supplied in Item 2 of
this Schedule A-1 have acquired any securities of the Issuer or have any
plans or proposals which relate to or could result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D which are
not described in Item 4 of the information regarding Okabe Company Limited
to which this Schedule A-1 is appended.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Pursuant to Rule 13d-3, Akira Okabe might be deemed to be a
beneficial owner, and might be deemed to have the power to direct voting or
disposition of shares of the Issuer's Common Stock reported in the
information regarding Okabe Company Limited to which this Schedule A-1 is
appended (and amendments thereto) as being owned by Okabe Company Limited
because Mr. Okabe is the President, a director and a significant
stockholder of Okabe Company Limited. Neither the filing of the Schedule
13D of which this Schedule A-1 is a part (or amendments thereto) nor the
contents of the same shall constitute an admission that Mr. Okabe is the
beneficial owner of any shares of the Issuer's Common Stock which are
reported as beneficially owned by Okabe Company Limited for the purpose of
Section 13(d) of the Securities Exchange Act of 1934 or for any other
purpose whatsoever. Except as set forth in this Item 5, none of the
persons for whom information is supplied in Item 2 of this
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 14 OF 28 PAGES
- ----------------------- ---------------------
Schedule A-1 may be deemed beneficially to own any shares of the Issuer's
Common Stock.
(b) Akira Okabe might be deemed to have the power to direct the
voting or disposition of shares of the Issuer's Common Stock reported as
being beneficially owned by Okabe Company Limited in Item 5(a) of the
information regarding Okabe Company Limited to which this Schedule A-1 is
appended. No other person for whom information is supplied in Item 2 of
this Schedule A-1 has or shares the power to vote or direct the voting of,
or dispose of or direct the disposition of, shares of the Issuer's Common
Stock.
(c) No transactions in the Issuer's Common Stock were effected
by any of the persons for whom information is supplied in Item 2 of this
Schedule A-1 during the past sixty days.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-----------------------------------
Akira Okabe has authority to authorize and conduct purchases of
shares of the Issuer's Common Stock by, or for the account of, Okabe
Company Limited.
Except as set forth in this Item 6, none of the persons for whom
information is supplied in Item 2 of this Schedule A-1 is a party to any
contract, arrangement, understanding or relationship specified in Item 6 of
Schedule 13D with respect to any securities of the Issuer.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 15 OF 28 PAGES
- ----------------------- ---------------------
SCHEDULE A-2
Set forth below is certain information with respect to
transactions in the Issuer's Common Stock by or for the account of Okabe
Company Limited disclosed prior to the date of this Amended and Restated
Schedule 13D:
<TABLE>
<CAPTION>
Date of Number of Price per Manner in
Transaction Shares Share Which Effected
- ----------------------- --------- --------- --------------------
<S> <C> <C> <C>
October 16, 1987 1,500 $26.25 Open market purchase
October 16, 1987 1,500 $26.50 Open market purchase
October 19, 1987 125,000 $26.50 Open market purchase
October 19, 1987 15,000 $25.75 Open market purchase
October 20, 1987 57,000 $26.50 Open market purchase
October 20, 1987 50,000 $26.50 Open market purchase
October 22, 1987 5,000 $25.25 Open market purchase
October 22, 1987 5,000 $25.00 Open market purchase
October 23, 1987 5,000 $24.50 Open market purchase
October 26, 1987 5,000 $24.00 Open market purchase
October 26, 1987 5,000 $23.50 Open market purchase
October 27, 1987 5,000 $23.00 Open market purchase
October 28, 1987 5,000 $22.50 Open market purchase
October 30, 1987 10,000 $24.375 Open market purchase
November 2, 1987 5,000 $24.375 Open market purchase
November 4, 1987 5,000 $24.00 Open market purchase
November 16, 1987 5,000 $22.25 Open market purchase
November 19, 1987 5,000 $22.50 Open market purchase
November 20, 1987 5,000 $23.25 Open market purchase
November 24, 1987 5,000 $24.25 Open market purchase
April 7, 1988 5,000 $28.875 Open market purchase
April 8, 1988 15,000 $29.50 Open market purchase
May 6, 1988 20,000 $30.75 Open market purchase
May 9, 1988 15,000 $30.75 Open market purchase
May 18, 1988 2,000 $31.50 Open market purchase
June 3, 1988 3,500 $32.75 Open market purchase
June 8, 1988 2,000 $33.875 Open market purchase
June 14, 1988 2,000 $36.625 Open market purchase
June 16, 1988 2,500 $37.875 Open market purchase
June 16, 1988 2,000 $37.625 Open market purchase
June 16, 1988 500 $37.375 Open market purchase
September 8, 1988 13,000 $31.625 Open market purchase
September 8, 1988 4,000 $31.875 Open market purchase
September 6, 1989 30,000 $15.533 Open market purchase
September 7, 1989 2,000 $15.750 Open market purchase
September 27, 1989 1,000 $16.750 Open market purchase
September 29, 1989 17,000 $16.897 Open market purchase
</TABLE>
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 16 OF 28 PAGES
- ----------------------- ---------------------
Information with respect to Okabe Co., Inc.:
Item 1. Security and Issuer.
-------------------
(a) Title of class of securities: Common Stock, $5 par value.
(b) Issuer: ELCO INDUSTRIES, INC.
1111 Samuelson Road
P.O. Box 7009
Rockford, Illinois 61125
Item 2. Identity and Background.
-----------------------
(a) Name: Okabe Co., Inc. ("Okabe Company, Inc.")
(b) State of organization: Illinois
(c) Principal business: Importing and sale of fasteners.
(d) Address of principal
business: 175 Lively Boulevard
Elk Grove Village, Ill. 60037
(e) Address of principal
office: 175 Lively Boulevard
Elk Grove Village, Ill. 60037
(f) During the last five years, Okabe Company, Inc. has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(g) During the last five years, Okabe Company, Inc. has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which proceeding Okabe Company, Inc. was or is subject 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.
Schedule B-1 hereto, which is incorporated herein by reference,
sets forth information in response to this item regarding each executive
officer and director of Okabe Company, Inc., each person controlling Okabe
Company, Inc. and each executive officer and director of any corporation or
other person ultimately in control of Okabe Company, Inc.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 17 OF 28 PAGES
- ----------------------- ---------------------
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Not applicable as Okabe Company, Inc. has not purchased any
shares of the Issuer's Common Stock. Information with respect to purchases
of the Issuer's Common Stock by Okabe Company Limited is set forth in Item
3 of the information regarding Okabe Company Limited which is contained in
this Schedule 13D, and amendments to the same.
Schedule B-1 hereto, which is incorporated herein by reference,
sets forth information in response to this item regarding each executive
officer and director of Okabe Company, Inc., each person controlling Okabe
Company, Inc. and each executive officer and director of any corporation or
other person ultimately in control of Okabe Company, Inc.
Item 4. Purpose of Transaction.
-----------------------
Not applicable because Okabe Company, Inc. has not purchased any
shares of the Issuer's Common Stock. Information with respect to purchases
of the Issuer's Common Stock by Okabe Company Limited is set forth in Item
4 of the information regarding Okabe Company Limited which is contained in
this Schedule 13D, and amendments to the same.
Except as set forth in this Item 4, Okabe Company, Inc., has no
present plans or proposals which relate to or could result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Schedule B-1 hereto, which is incorporated herein by reference,
sets forth information in response to this item regarding each executive
officer and director of Okabe Company, Inc., each person controlling Okabe
Company, Inc. and each executive officer and director of any corporation or
other person ultimately in control of Okabe Company, Inc.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of May 10, 1988, Okabe Company, Inc., beneficially owned
no shares of the Issuer's Common Stock. To the knowledge of Okabe Company,
Inc., the only shares of the Issuer's Common Stock which are beneficially
owned by any person who may be deemed to constitute a "group," pursuant to
Section 13(d)(3) of the Securities Exchange Act of 1934, with Okabe
Company, Inc. are those shares described in Item 5(a) of the information
regarding Okabe Company Limited and Akira Okabe which is contained in this
Schedule 13D, and amendments to the same, which are incorporated herein by
reference.
(b) Okabe Company, Inc. has no power to vote or dispose of any
shares of the Issuer's Common Stock described in
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 18 OF 28 PAGES
- ----------------------- ---------------------
paragraph (a) of this Item 5. Information as to any power of Okabe Company
Limited or Akira Okabe to vote or dispose of shares of the Issuer's Common
Stock is set forth in the information regarding such person contained in
this Schedule 13D, and amendments to the same, as is information required
by Item 2 with respect to each such person, all of which is incorporated
herein by reference.
(c) No transactions in the Issuer's Common Stock for the account
of Okabe Company, Inc. were effected during the past sixty days. To the
knowledge of Okabe Company, Inc., no executive officer or director of Okabe
Company, Inc. has effected any transaction in the Issuer's Common Stock
during the past sixty days. Information with respect to transactions by
Okabe Company Limited in the Issuer's Common Stock is set forth in Item
5(c) of the information regarding Okabe Company Limited contained in this
Schedule 13D, and amendments hereto, which are incorporated herein by
reference.
(d) Not applicable.
Schedule B-1 hereto, which is incorporated herein by reference,
sets forth information in response to this item regarding each executive
officer and director of Okabe Company, Inc., each person controlling Okabe
Company, Inc. and each executive officer and director of any corporation or
other person ultimately in control of Okabe Company, Inc.
Item 6. Contract, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
-------------------------------------------------------
Okabe Company Limited has authorized Akira Okabe, Chairman of the
Board of Okabe Company, Inc., and Kaname Ohno, President and a director of
Okabe Company, Inc., or either of them, to authorize and conduct purchases
of shares of the Issuer's Common Stock by, or for the account of, Okabe
Company Limited. Purchases authorized or conducted by Kaname Ohno must be
in accordance with instructions of Okabe Company Limited.
Except as set forth in this Item 6, there are no contracts,
arrangements, understandings or relationships specified in Item 5 of
Schedule 13D to which Okabe Company, Inc. is a party with respect to any
securities of the Issuer.
Schedule B-1 hereto, which is incorporated herein by reference,
sets forth information in response to this item regarding each executive
officer and director of Okabe Company, Inc., each person controlling Okabe
Company, Inc. and each executive officer and director of any corporation or
other person ultimately in control of Okabe Company, Inc.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 19 OF 28 PAGES
- ----------------------- ---------------------
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit to the Original Statement Description
--------------------------------- -----------
1.0 Agreement among Okabe Company Limited, Akira Okabe, Okabe
Company, Inc. and Multinational Business Services, Inc. relating
to the joint filing of acquisition statements.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 20 OF 28 PAGES
- ----------------------- ---------------------
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement by Okabe
Co., Inc. is true, complete and correct.
Date: February 25, 1994
OKABE CO., INC.
By: /s/ Akira Okabe
----------------------------
Name: Akira Okabe
Title: Chairman of the Board
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 21 OF 28 PAGES
- ----------------------- ---------------------
SCHEDULE B-1
Set forth on this Schedule B-1 is information which Okabe
Company, Inc. believes, after reasonable inquiry, responds to Items 2
through 6 of Schedule 13D with respect to its executive officers and
directors, each person who controls Okabe Company, Inc. and each executive
officer and director of any corporation ultimately in control of Okabe
Company, Inc. Okabe Company, Inc. has made no special investigation in
connection with the preparation of this Schedule B-1.
Item 2. Identity and Background.
-----------------------
(a) Executive officers and directors of Okabe Company, Inc.:
<TABLE>
<CAPTION>
Business Principal
Name Address Occupation Citizenship
---------------- ------------------ ------------------ -----------
<S> <C> <C> <C>
Akira Okabe 4-21-15 Mukohjima President, Japan
Sumida-ku Okabe Co. Ltd.
Tokyo, Japan
Kaname Ohno 175 Lively Blvd. President, Japan
Elk Grove Village, Okabe Co., Inc.
Illinois
Isao Ozaki 4-21-15 Mukohjima Manager/Overseas, Japan
Sumida-ku Okabe Co. Ltd.
Tokyo, Japan
Robert W. Neal 175 Lively Blvd. Sales Manager, U.S.A.
Elk Grove Village, Okabe Co., Inc.
Illinois
Masaru Funai 134 N. LaSalle St. Attorney, U.S.A.
Chicago, Ill. Mafuda, Funai,
60602 Eifert & Mitchell
Ltd.,
134 N. LaSalle St.
Chicago, Ill., law
firm
</TABLE>
Information regarding the principal business and address of Okabe
Company Limited is set forth in Items 2(c) and (d) of the information
regarding Okabe Company Limited which is included in the Schedule 13D of
which this is a part, and amendments to the same, which are incorporated
herein by reference. Information regarding the principal business and
address of Okabe Company, Inc. is set forth in Items 2(c) and (d) of the
information regarding Okabe Company, Inc. to which this Schedule B-1 is
appended, and amendments thereto, which are incorporated herein by
reference.
None of the persons for whom information is supplied in Item 2(a)
of this Schedule B-1 have been, during the last five years, (i) convicted
in any criminal proceeding (excluding
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 22 OF 28 PAGES
- ----------------------- ---------------------
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which proceeding any such person was or is subject 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.
(b) Persons who control Okabe Company, Inc.:
Information with respect to Okabe Company Limited, the parent
company of Okabe Company, Inc. which may be deemed to control Okabe
Company, Inc., is set forth in Items 2(a) through (g) of information
regarding Okabe Company Limited which is included in the Schedule 13D of
which this is a part, and amendments to the same, which are incorporated
herein by reference.
(c) Executive officers and directors of any corporation
ultimately in control of Okabe Company, Inc.:
Information with respect to executive officers and directors of
Okabe Company Limited is set forth in Item 2 of Schedule A-1 to information
regarding Okabe Company Limited included in the Schedule 13D of which this
is a part, and amendments to the same, which are incorporated herein by
reference.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Not Applicable.
Item 4. Purpose of Transaction.
----------------------
Except for Okabe Company Limited, none of the persons for whom
information is supplied in Item 2 of this Schedule B-1 have acquired any
securities of the Issuer or have any plans or proposals which relate to or
could result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D, which are not described in Item 4 of the
information regarding Okabe Company Limited included in the Schedule 13D of
which this is a part, and amendments to the same. Information in response
hereto with respect to Okabe Company Limited is set forth in Item 4 of
information regarding Okabe Company Limited which is included in the
Schedule 13D of which this is a part, and amendments to the same, which are
incorporated herein by reference.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 23 OF 28 PAGES
- ----------------------- ---------------------
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Except for Akira Okabe and Okabe Company Limited, none of
the persons for whom information is supplied in Items 2(a), (b) or (c) of
this Schedule B-1 may be deemed beneficially to own any shares of the
Issuers Common Stock or to have or share the power to vote or direct the
voting of, dispose of or direct the disposition of, any shares of the
Issuer's Common Stock. Information as to Mr. Okabe's beneficial interest
in, and power to direct the voting or disposition of, shares of the
Issuer's Common Stock is set forth in Items 5(a) and (b) of Schedule A-1 to
the information regarding Okabe Company Limited which is included in the
Schedule 13D of which this is a part, and amendments to the same, which are
incorporated herein by reference. Information as to the beneficial
interest of Okabe Company Limited in, and the power of Okabe Company
Limited to direct the voting or disposition of, shares of the Issuer's
Common Stock is set forth in Items 5(a) and (b) of the information
regarding Okabe Company Limited which is included in the Schedule 13D of
which this is a part, and amendments to the same, which are incorporated
herein by reference. Any apparent authority of Kaname Ohno to sell any
shares of the Issuer's Common Stock on behalf of Okabe Company Limited is
conditioned upon express authorization by Okabe Company Limited.
(b) See information in paragraph (a) above.
(c) Except for Okabe Company Limited, no transactions in the
Issuer's Common Stock were effected by any of the persons for whom
information is supplied in Item 2 of this Schedule B-1 during the past
sixty days. Information with respect to transactions in the Issuer's
Common Stock by Okabe Company Limited is set forth in Item 5(c) of the
information regarding Okabe Company Limited which is included in the
Schedule 13D of which this is a part, and amendments to the same, which are
incorporated herein by reference.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
------------------------------------------------------
Akira Okabe, President of Okabe Company Limited and Chairman of
the Board of Okabe Company, Inc., and Kaname Ohno, President of Okabe
Company, Inc., have authority to authorize and conduct purchases of shares
of the Issuer's Common Stock by, or for the account of, Okabe Company
Limited. Purchases authorized or conducted by Kaname Ohno must be in
accordance with the instructions of Okabe Company Limited.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 24 OF 28 PAGES
- ----------------------- ---------------------
Except as set forth in this Item 6, none of the persons for whom
information is supplied in Item 2 of this Schedule B-1 is a party to any
contract, arrangement, understanding or relationship specified in Item 6 of
Schedule 13D with respect to any securities of the Issuer.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 25 OF 28 PAGES
- ----------------------- ---------------------
Information with respect to Akira Okabe:
Item 1. Security and Issuer.
-------------------
(a) Title of class of securities: Common Stock, $5 par value.
(b) Issuer: ELCO INDUSTRIES, INC.
1111 Samuelson Road
P. O. Box 7009
Rockford, Illinois 61125
Item 2. Identity and Background.
-----------------------
(a) Name: Akira Okabe
(b) Business Address: 4-21-15 Mukohjima
Sumida-ku
Tokyo, Japan
(c) Principal occupation: President of Okabe Company
Limited, 4-21-15 Mukohjima, Sumida-ku, Tokyo,
Japan, which is a diversified industrial company
with principal activities as a trading company
and producer of fasteners.
(d) During the last five years, Akira Okabe has not been
convicted in a criminal proceeding (excluding traffic
violations of similar misdemeanors).
(e) During the last five years, Akira Okabe has not been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which proceeding
Mr. Okabe was or is subject 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.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Akira Okabe has not acquired shares of the Issuer's Common Stock.
As to shares of the Issuer's Common Stock acquired by Okabe Company
Limited, information with respect to this Item is incorporated by reference
from Item 3 of the information relating to Okabe Company Limited which is
contained in this Schedule 13D, and amendments to the same.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 26 OF 28 PAGES
- ----------------------- ---------------------
Item 4. Purpose of Transaction.
----------------------
Akira Okabe has not acquired shares of the Issuer's Common Stock.
As to shares of the Issuer's Common Stock acquired by Okabe Company
Limited, information with respect to this Item is incorporated by reference
from Item 4 of the information regarding Okabe Company Limited which is
contained in this Schedule 13D, and amendments to the same.
Except as set forth in this Item 4, Akira Okabe has no present
plans or proposals which relate to or could result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of October 6, 1989, Akira Okabe might be deemed
beneficially to own an aggregate of 908,000 shares of the Issuer's Common
Stock. Based upon the most recently available filing by the Issuer with
the Securities and Exchange Commission which shows an aggregate of
4,787,912 shares of the Issuer's Common Stock outstanding, such shares
constitute approximately 18.96% of the outstanding shares of the Issuer's
Common Stock. To the knowledge of Akira Okabe, no other shares of the
Issuer's Common Stock are beneficially owned by any persons who may be
deemed to constitute a "group," pursuant to Section 13(d)(3) of the
Securities Exchange Act of 1934, with Mr. Okabe. Neither the filing of
this Schedule 13D (or amendments hereto) nor any contents of the same shall
constitute an admission that Mr. Okabe is the beneficial owner of any of
such shares of the Issuer's Common Stock or a member of a group with any of
Okabe Company Limited or Okabe Co., Inc., for the purpose of Section 13(d)
of the Securities Exchange Act of 1934 or for any other purpose whatsoever.
(b) Pursuant to Rule 13d-3, Akira Okabe might also be deemed to
have the power to direct the voting or disposition of shares of the
Issuer's Common Stock reported in paragraph (a), above.
(c) No transactions in the Issuer's Common Stock for the account
of Akira Okabe were effected during the sixty (60) days preceding October
6, 1989. Information regarding transactions effected in the Issuer's
Common Stock by Okabe Company Limited is incorporated by reference from
Item 5(c) of the information regarding Okabe Company Limited contained in
this Schedule 13D, and amendments to the same.
(d) Not applicable.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 27 OF 28 PAGES
- ----------------------- ---------------------
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Issuer.
-----------------------------------------------
Okabe Company Limited has authorized Akira Okabe to authorize and
conduct purchases of shares of the Issuer's Common Stock by, or for the
account of, Okabe Company Limited.
Except as set forth in this Item 6, there are no contracts,
arrangements, understandings or relationships specified in Item 6 of
Schedule 13D to which Akira Okabe is a party with respect to any securities
of the Issuer.
Item 7. Materials to be filed as Exhibits.
---------------------------------
Exhibits to
Original Statement Description
------------------ -----------
1.0 Agreement among Okabe Company Limited, Akira Okabe,
Okabe Company, Inc. and Multinational Business
Services, Inc. relating to the joint filing of
acquisition statements.
2.1 Power of Attorney by Akira Okabe relating to the
authority to sign this document.
Exhibit to
Amendment No. 1 Description
------------------ -----------
2.1 Power of Attorney by Akira Okabe relating to the
authority to sign this document.
Exhibit to
Amendment No. 6 Description
------------------ -----------
2.1 Power of Attorney by Akira Okabe relating to the
authority to sign this document.
Exhibit to
Amendment No. 7 Description
------------------ -----------
2.1 Power of Attorney by Akira Okabe relating to the
authority to sign this document.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 28 OF 28 PAGES
- ----------------------- ---------------------
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement by Akira
Okabe is true, complete and correct.
Date: February 25, 1994
AKIRA OKABE, an individual
/s/ Akira Okabe
------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 284420-10-6 PAGE 29 OF 28 PAGES
- ----------------------- ---------------------
