<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RICHEY ELECTRONICS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK $0.001 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
763302-10-6
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert M. Smith
Dewey Ballantine
333 South Hope Street, 30th Floor
Los Angeles, California 90071
(213) 626-3399
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 14, 1996
- --------------------------------------------------------------------------------
(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 this 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 less than five percent 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).
<PAGE>
SCHEDULE 13D/A
--------------------- ------------------
CUSIP No. 763302-10-6 Page 2 of 11 Pages
--------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST INVESTMENT GROUP (ID #98-0036596)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 267,435
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
267,435
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,435
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.95%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D/A
--------------------- ------------------
CUSIP No. 763302-10-6 Page 3 of 11 Pages
--------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAUL LEVY
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Paraguay
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 318,863
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
318,863
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,863
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.52%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
PREAMBLE
This Amendment No. 1 amends and supplements the statement on Schedule
13D filed with the Securities and Exchange Commission on January 6, 1994 by Saul
Levy and First Investment Group ("FIG") and relating to the common stock, par
value $0.001 (the "Common Stock") of Richey Electronics, Inc., a Delaware
corporation. This amendment is being filed to report the sale of shares of
Common Stock by FIG.
This amendment is intended to amend and supplement the statement on
Schedule 13D filed with the Securities and Exchange Commission on January 6,
1994 solely with respect to Saul Levy and FIG. No amendment or supplement is
intended with respect to any other individual or entity who filed such statement
on Schedule 13D jointly with Mr. Levy and FIG.
In accordance with Regulation Section 240.13d-2(c) promulgated under
the Securities Exchange Act of 1934, as amended, the Schedule 13D filed January
6, 1994 is attached hereto as Appendix B.
ITEM 1. SECURITY AND ISSUER.
The information contained in Item 1 is hereby amended to read, in its entirety,
as follows:
The class of equity securities to which this Statement relates is the
common stock, $0.001 par value ("Common Stock"), of Richey Electronics, Inc., a
Delaware corporation ("Richey"), whose principal executive offices are located
at 7441 Lincoln Way, Garden Grove, California 92641.
All calculations relating to the percentage ownership of the Common
Stock are based on 9,057,825 shares of Common Stock being outstanding as of May
29, 1996.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information contained in Item 3 is hereby amended to read, in its entirety,
as follows:
FIG was a shareholder of BRJS Investment Holding Corp., a California
corporation ("BRJS"). It acquired its direct ownership interest in Richey
pursuant to the terms of the merger of BRJS with and into Richey Electronics,
Inc., a California corporation, f/k/a Brajdas Corporation ("Richey-California")
as described in Item 4 hereof. Each share of BRJS held by FIG was exchanged for
22.4786 shares of the common stock of Richey-California. On December 30, 1993,
Richey-California effected a 1:3.5 share reverse stock split and on December 31,
1993, Richey-
Page 4 of 11 Pages
<PAGE>
California reincorporated in Delaware pursuant to a merger of Richey-California
with and into the Company.
FIG acquired, post reverse stock split, 572,435 shares of Richey,
representing a 9.72% interest in the Common Stock. FIG's total current
ownership of Common Stock equals 267,435 shares or 2.95% of the Common Stock
currently outstanding.
Mr. Levy owns 100% of FIG. Therefore, the 267,435 of shares owned by
FIG may be attributed to Mr. Levy. Mr. Levy's current total ownership of
318,863 shares of Common Stock, including the 267,435 shares owned through his
ownership of FIG, represent approximately 3.52% of the Common Stock currently
outstanding.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information contained in Item 5 is hereby amended to read, in its entirety,
as follows:
All calculations relating to percentage of ownership of Richey Common
Stock are based on 9,057,825 shares of Richey Common Stock being outstanding as
of May 29, 1996.
(a) Mr. Levy, who owns 100% of FIG, may be deemed, through FIG, to own
267,435 shares of Common Stock or a 2.95% interest in Richey. Mr. Levy also
owns 51,428 shares of Common Stock directly which represents an additional .56%
of the Common Stock outstanding. Therefore, Mr. Levy is deemed to own a total
of 318,863 shares of Common Stock representing a 3.52% interest in the Common
Stock outstanding.
FIG owns 267,435 shares of the Common Stock, which represents
approximately 2.95% of the Common Stock outstanding.
(b) Mr. Levy has the sole power to vote, or to direct the vote of,
and to dispose, or to direct the disposition of, the 51,428 shares of Common
Stock owned directly by him.
Mr. Levy has the sole power to vote, or to direct the vote of, or
to dispose, or to direct the disposition of, the 267,435 shares of Common Stock
owned by FIG.
(c) On May 14, 1996, FIG sold 200,000 shares of the Common Stock held
by it at the then prevailing market price per share. The Common Stock so sold
was sold through Jefferies & Company, Inc.
There were no transactions involving shares of Common Stock effected
during the past 60 days by Mr. Levy.
Page 5 of 11 Pages
<PAGE>
(d) Not applicable.
(e) Both FIG and Mr. Levy ceased to be the beneficial owner of at
least 5% of the outstanding shares of Richey Common Stock on May 14, 1996. On
that date, FIG caused to be sold 200,000 of its shares, bringing its holdings to
267,435 shares, representing an ownership interest of approximately 2.95% of the
Common Stock outstanding. Mr. Levy's ownership interest of 2.95% of the Common
Stock outstanding through his ownership of FIG, combined with his direct
ownership of a .56% interest, make his total ownership interest approximately
3.52% of the Common Stock outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information contained in Item 6 is hereby amended to read, in its entirety,
as follows:
There exist no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of Richey, including
but not limited to any agreements concerning (i) transfer or voting of
securities, (ii) finder's fees, (iii) joint ventures, (iv) loan or option
arrangements, (v) put or calls, (vi) guarantees of profits, (vii) division of
profits or loss or (viii) the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A Agreement to file jointly dated June 6, 1996 by and between Saul
Levy and FIG.
Page 6 of 11 Pages
<PAGE>
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.
First Investment Group
/s/ Saul Levy
-------------------------------
By: Saul Levy
Title: President
Dated: June 7, 1996
Page 7 of 11 Pages
<PAGE>
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.
First Investment Group
/s/ Saul Levy
-------------------------------
By: Saul Levy
Title: President
Dated: June 7, 1996
Page 8 of 11 Pages
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Page
No. Description Number
- ----------------------------------------------------------------- ------
A Agreement by Saul Levy and FIG to file jointly
Amendment No. 1 to Schedule 13D. 10
Page 9 of 11 Pages
<PAGE>
EXHIBIT A
---------
AGREEMENT
- ---------
Pursuant to Reg. Section 240.13d-1(f)(1)(iii) under the attached
Securities Exchange Act of 1934, we hereby agree in writing that the attached
Schedule 13D Amendment No. 1 is filed on behalf of each of us.
Date: June 6, 1996
FIRST INVESTMENT GROUP
/s/ Saul Levy
------------------------
By: Saul Levy
Title: President and Secretary
SAUL LEVY
/s/ Saul Levy
------------------------
Page 10 of 11 Pages
<PAGE>
APPENDIX A
----------
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF FIG
------------------------------------------------
The name, citizenship, business address and principal occupation or
employment of each executive officer and director of FIG are set forth below.
DIRECTORS
Saul Levy
citizen of Paraguay
c/o Barclay and Company, Inc.
300 Drakes Landing Road, Suite 100
Greenbrae, California 94904
President and Secretary of FIG
Investor
David G. Bird
citizen of Grand Cayman
Swiss Bank Building
George Town, Grand Cayman
Attorney
Page 11 of 11 Pages
<PAGE>
APPENDIX B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
RICHEY ELECTRONICS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK $0.001 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
763302-10-6
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert M. Smith
Dewey Ballantine
333 South Hope Street, 30th Floor
Los Angeles, California 90071
(213) 626-3399
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 31, 1993
- --------------------------------------------------------------------------------
(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 this 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 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).
<PAGE>
SCHEDULE 13D
--------------------- -------------------
CUSIP No. 763302-10-6 Page 2 of 116 Pages
--------------------- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C. DON ALVERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
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 404,614
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
404,614
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,614
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
--------------------- -------------------
CUSIP No. 763302-10-6 Page 3 of 116 Pages
--------------------- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM C. CACCIATORE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
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 578,020
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
578,020
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,020
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
--------------------- -------------------
CUSIP No. 763302-10-6 Page 4 of 116 Pages
--------------------- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DEBORAH LEVY
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
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 968,570
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
968,570
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
968,570
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.44%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
--------------------- -------------------
CUSIP No. 763302-10-6 Page 5 of 116 Pages
--------------------- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAUL LEVY
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Paraguay
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 623,863
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
623,863
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
623,863
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.59%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
--------------------- -------------------
CUSIP No. 763302-10-6 Page 6 of 116 Pages
--------------------- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GREG A. ROSENBAUM
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
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 69,360
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 325,252
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
69,360
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
325,252
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,612
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
--------------------- -------------------
CUSIP No. 763302-10-6 Page 7 of 116 Pages
--------------------- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NORBERT W. ST. JOHN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
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 346,812
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
346,812
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
346,812
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
--------------------- -------------------
CUSIP No. 763302-10-6 Page 8 of 116 Pages
--------------------- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DONALD I. ZIMMERMAN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
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 565,286
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
565,286
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,286
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
--------------------- -------------------
CUSIP No. 763302-10-6 Page 9 of 116 Pages
--------------------- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARCLAY AND COMPANY, INC. (ID #13-1869590)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
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 1,926,736
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,926,736
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,926,736
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.72%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
--------------------- --------------------
CUSIP No. 763302-10-6 Page 10 of 116 Pages
--------------------- --------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST INVESTMENT GROUP (ID #98-0036596)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 572,435
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
572,435
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,435
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
PREAMBLE
This Statement on Schedule 13D relating to the securities of Richey
Electronics, Inc., a Delaware corporation, is being filed by C. Don Alverson,
William C. Cacciatore, Deborah Levy, Saul Levy, Greg A. Rosenbaum, Norbert W.
St. John, Donald I. Zimmerman, Barclay and Company, Inc. and First Investment
Group.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
common stock, $0.001 par value ("Common Stock"), of Richey Electronics, Inc., a
Delaware corporation ("Richey"), whose principal executive offices are located
at 7441 Lincoln Way, Garden Grove, California 92641.
All calculations of percentage of the Common Stock are based on
5,889,338 shares of Common Stock being outstanding as of January 1, 1994.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by the following entities and
individuals:
(1) (a) C. Don Alverson
(b) 7441 Lincoln Way
Garden Grove, California 92641
(c) Executive Vice President - Sales of Richey
(d) Was not convicted, during last five years, in any criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Was not a party, during last five years, to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which 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.
(f) United States citizen.
<PAGE>
(2) (a) William C. Cacciatore
(b) 7441 Lincoln Way
Garden Grove, California 92641
(c) Chairman of the Board, Chief Executive Officer and President
of Richey
(d) Was not convicted, during last five years, in any criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Was not a party, during last five years, to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which 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.
(f) United States citizen.
(3) (a) Deborah Levy
(b) c/o Barclay and Company, Inc.
300 Drakes Landing Road, Suite 100
Greenbrae, California 94904
(c) Medical Student
(d) Was not convicted, during last five years, in any criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Was not a party, during last five years, to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which 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.
(f) United States citizen.
(4) (a) Saul Levy
(b) c/o Barclay and Company, Inc.
300 Drakes Landing Road, Suite 100
2
<PAGE>
Greenbrae, California 94904
(c) Investor
(d) Was not convicted, during last five years, in any criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Was not a party, during last five years, to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which 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.
(f) Paraguay citizen.
(5) (a) Greg A. Rosenbaum
(b) 9140 Vendome Drive
Bethesda, Maryland 20817
(c) President, Treasurer and sole Director of Palisades
Associates, Inc.
(d) Was not convicted, during last five years, in any criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Was not a party, during last five years, to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which 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.
(f) United States citizen.
(6) (a) Norbert W. St. John
(b) 7441 Lincoln Way
Garden Grove, California 92641
(c) Executive Vice President - Marketing of Richey
3
<PAGE>
(d) Was not convicted, during last five years, in any criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Was not a party, during last five years, to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which 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.
(f) United States citizen.
(7) (a) Donald I. Zimmerman
(b) 300 Drakes Landing Road, Suite 100, Greenbrae, California
94904
(c) President of Barclay and Company, Inc.
(d) Was not convicted, during last five years, in any criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Was not a party, during last five years, to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which 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.
(f) United States citizen.
(8) Barclay and Company, Inc., a Washington corporation ("Barclay")
is located at 300 Drakes Landing Road, Suite 100, Greenbrae, California 94904.
Barclay is an import/export company doing business with the Far East, as well as
holding real estate investments and operating companies in the United States.
The name, citizenship, business address and principal occupation or employment
(and the name, principal business and address of any corporation or other
organization in which such employment is conducted) of each director and
executive officer of Barclay is set forth in Appendix A hereto.
During the past five years, neither Barclay, nor, to the best
knowledge of Barclay, any of its directors or
4
<PAGE>
executive officers, has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding 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.
(9) The principal business address of First Investment Group, a
Cayman Islands corporation ("FIG") is Swiss Bank Building (P.O. Box 1043),
George Town, Grand Cayman, Cayman Islands. FIG's principal business is private
investment. FIG is wholly owned by Saul Levy. The name, citizenship, business
address and principal occupation or employment (and the name, principal business
and address of any corporation or other organization in which such employment is
conducted) of each director and executive officer of FIG is set forth in
Appendix B hereto.
During the past five years, neither FIG, nor, to the best
knowledge of FIG, any of its directors or executive officers, has been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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.
FIG and Barclay and Messrs. Alverson, Cacciatore and Rosenbaum were
shareholders of BRJS Investment Holding Corp., a California corporation
("BRJS"). They acquired their respective direct ownership interests in Richey
pursuant to the terms of the merger of BRJS with and into Richey Electronics,
Inc., a California corporation, f/k/a Brajdas Corporation ("Richey-California")
as described in Item 4 hereof. Each share of BRJS held by Messrs. Alverson,
Cacciatore and Rosenbaum and by FIG and Barclay was exchanged for 22.4786 shares
of the common stock of Richey-California. On December 30, 1993, Richey-
California effected a 1:3.5 share reverse stock split and on December 31, 1993,
Richey-California reincorporated in Delaware pursuant to a merger of Richey-
California with and into the Company.
Mr. Alverson acquired, post reverse stock split, 404,614 shares of
Richey, representing a 6.87% interest in the Common Stock. Mr. Cacciatore
acquired, post reverse stock split, 578,020 shares of Richey, representing a
9.81% interest in the
5
<PAGE>
Common Stock. Mr. Rosenbaum owns 60% of Palisades Associates, Inc., a Delaware
corporation ("Palisades"). Palisades acquired, post reverse stock split,
335,252 shares of Richey, and has made a gift of 10,000 of those shares to The
President and Fellows of Harvard College. Mr. Rosenbaum is also Custodian for
Eli S. Rosenbaum, Elliott J. Rosenbaum and Eve H. Rosenbaum, his three children,
each of whom acquired, post reverse stock split, 23,120 shares of Richey.
Through these relationships, Mr. Rosenbaum is therefore deemed to beneficially
own 394,612 shares of Richey, representing a 6.7% interest in the Common Stock.
Barclay acquired, post reverse stock split, 1,926,736 shares of Richey,
representing a 32.72% interest in the Common Stock. However, Barclay made a
distribution of its Common Stock to certain of its shareholders and, as a
result, owns 1,331,503 shares of Richey, representing a 22.61% interest in the
Common Stock. FIG acquired, post reverse stock split, 572,435 shares of
Richey, representing a 9.72% interest in the Common Stock.
Ms. Levy owns 72.74% of Barclay. Ms. Levy is therefore deemed to
beneficially own 968,545 shares of Richey, representing a 16.44% interest in the
Common Stock. Mr. Levy owns 100% of FIG. Therefore, 572,435 shares of Mr.
Levy's total ownership of 623,863 shares of Richey (10.59%) are owned by Mr.
Levy through his ownership of FIG. Mr. Zimmerman owns 27.26% of Barclay.
Therefore, 362,958 shares of Mr. Zimmerman's total ownership of 562,957 shares
of Richey (9.56%) are owned by Mr. Zimmerman through his ownership of Barclay.
ITEM 4. PURPOSE OF TRANSACTION.
BRJS and Brajdas Corporation, a California corporation ("Brajdas")
entered into a Merger Agreement dated as of July 12, 1993 (the "Merger
Agreement"), restated between BRJS and Richey-California (f/k/a Brajdas
Corporation) as of November 9, 1993 (the "Restated Merger Agreement"), pursuant
to which BRJS would merge with and into Richey-California (the "BRJS Merger").
BRJS was a holding company for Richey-California stock and Richey is a
distributor of electronic components. The BRJS Merger was effected on November
18, 1993 by the filing of the restated agreement of merger with the California
Secretary of State.
Under the terms of the Merger Agreement, in exchange for stock of
BRJS, the shareholders of BRJS received approximately 89% of the outstanding
shares of Richey-California.
On December 30, 1993, Richey-California effected a 1:3.5 reverse stock
split (the "Reverse Stock Split"). On December 31, 1993, Richey-California was
merged with and into the Company pursuant to the Agreement of Merger (To Effect
Reincorporation in Delaware) between Richey-California and Richey dated as of
December 14, 1993 (the "Reincorporation Merger Agreement"), the effect of which
was to change Richey-
6
<PAGE>
California's state of incorporation from California to Delaware (the
"Reincorporation"). Pursuant to the Reincorporation, each share of common stock
of Richey-California following the Reverse Stock Split was automatically
converted into one share of the Common Stock.
Pursuant to the Reincorporation Merger Agreement, each officer and
director of Richey-California before the Reincorporation became the officers and
directors of the Company, without change.
Except as set forth in this Item 4, Messrs. Alverson, Cacciatore,
Levy, Rosenbaum, St. John and Zimmerman, Ms. Levy and Barclay and FIG have no
present intention of engaging in the types of transactions specified in Item
4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
All calculations of percentage of Richey Common Stock are based on
5,889,338 shares of Richey Common Stock being outstanding as of January 1, 1994.
(a) Mr. Alverson owns 404,614 shares of Common Stock, which represents
approximately 6.87% of the Common Stock outstanding.
Mr. Cacciatore owns 578,020 shares of Common Stock, which
represents approximately 9.81% of the Common Stock outstanding.
Ms. Levy, who owns 72.74% of Barclay, may be deemed, through
Barclay, to own a 16.44% interest in Richey.
Mr. Levy, who owns 100% of FIG, may be deemed, through FIG, to
own a 9.72% interest in Richey. Mr. Levy also owns 51,428 shares of Common
Stock directly, which represents an additional .87% of the Common Stock
outstanding. Mr. Levy may be deemed to own a total 10.59% interest in the
Common Stock.
Mr. Rosenbaum owns 60% of Palisades and his wife, Martha
Rosenbaum, owns the remaining 40% of Palisades. Palisades owns 325,252 shares
of Common Stock, which represents approximately 5.52% of the Common Stock
outstanding. Mr. Rosenbaum is also Custodian for Eli S. Rosenbaum, Elliott J.
Rosenbaum and Eve H. Rosenbaum, each of whom owns 23,120 shares of Common Stock,
which together represents approximately 1.18% of the Common Stock outstanding.
Mr. Rosenbaum may be deemed to own a total 6.7% interest in the Common Stock.
Mr. St. John owns 346,812 shares of the Common Stock, which
represents approximately 5.89% of the Common Stock outstanding.
7
<PAGE>
Mr. Zimmerman owns 199,999 shares of the Common Stock, which
represents approximately 3.4% of the Common Stock outstanding. Mr. Zimmerman
also has a 27.26% interest in Barclay and may be deemed, through Barclay, to own
a 6.16% interest in Richey. Mr. Zimmerman may be deemed to own a total 9.56%
interest in the Common Stock.
Barclay owns 1,331,503 shares of the Common Stock, which
represents approximately 22.61% of the Common Stock outstanding.
FIG owns 572,435 shares of the Common Stock, which represents
approximately 9.72% of the Common Stock outstanding.
(b) Mr. Alverson has the sole power to vote the 404,614 shares of
Common Stock owned by him. The power to dispose of such Common Stock is subject
to the restrictions set forth in that certain Stockholders Agreement dated March
1993 among Barclay, BRJS, Donald I. Zimmerman and certain shareholders of
Barclay, BRJS and the Company and certain former shareholders of RicheyImpact
Electronics, Inc. (the "Stockholders Agreement"). The Stockholders Agreement
restricts the ability of those party thereto to acquire or dispose of direct or
indirect ownership interests in the Company.
Mr. Cacciatore has the sole power to vote the 578,020 shares of
Common Stock owned by him. The power to dispose of such Common Stock is subject
to the restrictions set forth in the Stockholders Agreement.
Mr. Levy has the sole power to vote the 51,428 shares of Common
Stock owned by him. The power to dispose of such Common Stock is subject to the
restrictions set forth in the Stockholders Agreement.
Mr. Rosenbaum has the sole power to vote the 69,360 shares held
as custodian for his children. Mr. Rosenbaum shares voting and dispositive
power with his wife, Martha Rosenbaum, as to the shares of Common Stock held by
Palisades. In addition, the power to dispose of all of the Common Stock is
subject to the restrictions set forth in the Stockholders Agreement. Martha
Rosenbaum's address is the same as that set forth in Item 2 for Greg A.
Rosenbaum. Mrs. Rosenbaum is the Secretary of Palisades. She was not
convicted, during the last five years, in any criminal proceeding (excluding
traffic violations or similar misdemeanors) and was not a party, during the last
five years, to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which 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
8
<PAGE>
finding any violation with respect to such laws. Mrs. Rosenbaum is a citizen of
the United States.
Mr. St. John has the sole power to vote the 346,812 shares of
Common Stock owned by him. The power to dispose of such Common Stock is subject
to the restrictions set forth in the Stockholders Agreement.
Mr. Zimmerman has the sole power to vote the 199,999 shares of
Common Stock owned by him. The power to dispose of such Common Stock is subject
to the restrictions set forth in the Stockholders Agreement.
Barclay has the sole power to vote the 1,331,503 shares of Common
Stock owned by it. The power to dispose of such Common Stock is subject to the
restrictions set forth in the Stockholders Agreement.
Mr. Levy has the sole power to vote the 572,435 shares of Common
Stock owned by FIG. The power to dispose of such Common Stock is subject to the
restrictions set forth in the Stockholders Agreement.
(c) Except as set forth in Item 4 hereof, there were no transactions
involving shares of the Common Stock effected during the past 60 days by Barclay
or FIG, nor to its best knowledge, any of its respective directors or executive
officers.
Except as set forth in Item 4 hereof, there were no transactions
involving shares of the Common Stock effected during the past 60 days by Messrs.
Alverson, Cacciatore, Levy, Rosenbaum or Zimmerman or Ms. Levy.
(d) Messrs. Alverson, Cacciatore, Levy, St. John and Zimmerman have
the sole right to receive and the sole power to direct the receipt of dividends
from, or the proceeds of, the sale of the Common Stock owned by such individual.
Disposition of all shares is subject to the restrictions set forth in the
Stockholders Agreement.
Mr. Rosenbaum has the sole right to receive and the sole power to
direct the receipt of dividends from, or the proceeds of, the sale of the Common
Stock held by him as custodian for his children. Mr. Rosenbaum shares with his
wife, Martha Rosenbaum, the right to receive and the power to direct the receipt
of dividends from, or the proceeds of, the sale of the Common Stock held by
Palisades. Disposition of all shares is subject to the restrictions set forth
in the Stockholders Agreement.
Barclay has the sole right to receive and the sole power to direct the
receipt of dividends from, or the proceeds
9
<PAGE>
of, the sale of the Common Stock owned by it. Disposition of all shares is
subject to the restrictions set forth in the Stockholders Agreement.
FIG has the sole right to receive and the sole power to direct the
receipt of dividends from, or the proceeds of, the sale of the Common Stock
owned by it. Disposition of all shares is subject to the restrictions set forth
in the Stockholders Agreement.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth above and as described in the Stockholders
Agreement, the Merger Agreement, the Restated Merger Agreement and the
Reincorporation Merger Agreement, copies of which are attached as exhibits
hereto and incorporated herein by reference, to the best knowledge of Barclay
and FIG, and Messrs. Alverson, Cacciatore, Levy, Rosenbaum, St. John and
Zimmerman and Ms. Levy, there exist no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of Richey,
including but not limited to any agreements concerning (i) transfer or voting of
securities, (ii) finder's fees, (iii) joint ventures, (iv) loan or option
arrangements, (v) put or calls, (vi) guarantees of profits, (vii) division of
profits or loss or (viii) the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A Stockholders Agreement dated as of March 1993 among Brajdas
Corporation and the persons and entities listed on Schedule I
thereto.
B Agreement of Merger of BRJS Investment Holding Corp. and Brajdas
Corporation dated as of July 12, 1993.
C Restated Agreement of Merger of BRJS Investment Holding Corp. and
Richey Electronics, Inc., f/k/a Brajdas Corporation, dated as of
November 9, 1993.
D Agreement of Merger (To Effect Reincorporation in Delaware)
between Richey Electronics, Inc., a Delaware corporation and
Richey Electronics, Inc., a California corporation dated as of
December 14, 1993.
10
<PAGE>
AGREEMENT
This Statement on Schedule 13D is filed on behalf of each of the
undersigned pursuant to Rule 13d-1(f)(1).
11
<PAGE>
APPENDIX A
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF BARCLAY
----------------------------------------------------
The name, citizenship, business address and principal occupation or
employment of each executive officer and director of Barclay are set forth
below.
Donald I. Zimmerman
citizen of United States
300 Drakes Landing Road
Suite 100
Greenbrae, California 94904
President and Chief Executive Officer of Barclay
Director of Barclay
Steven A. Zimmerman
citizen of United States
300 Drakes Landing Road
Suite 100
Greenbrae, California 94904
Vice President and Secretary of Barclay
Director of Barclay
Saul D. Levy
citizen of Paraguay
c/o Barclay and Company, Inc.
300 Drakes Landing Road, Suite 100
Greenbrae, California 94904
Chairman of the Board of Barclay
Investor
12
<PAGE>
APPENDIX B
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF FIG
------------------------------------------------
The name, citizenship, business address and principal occupation or
employment of each executive officer and director of FIG are set forth below.
DIRECTORS
- ---------
Saul Levy
citizen of Paraguay
c/o Barclay and Company, Inc.
300 Drakes Landing Road, Suite 100
Greenbrae, California 94904
President and Secretary of FIG
Investor
David G. Bird
citizen of Grand Cayman
Swiss Bank Building
George Town, Grand Cayman
Attorney
13
<PAGE>
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.
/s/ C. Don Alverson
-----------------------------------
C. Don Alverson
Dated: January 6, 1994
<PAGE>
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.
/s/ William C. Cacciatore
-----------------------------------
William C. Cacciatore
Dated: January 6, 1994
<PAGE>
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.
/s/ Deborah Levy
-----------------------------------
Deborah Levy
Dated: January 7, 1994
<PAGE>
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.
/s/ Saul Levy
-----------------------------------
Saul Levy
Dated: January 6, 1994
<PAGE>
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.
/s/ Greg A. Rosenbaum
-----------------------------------
Greg A. Rosenbaum
Dated: January 6, 1994
<PAGE>
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.
/s/ Norbert W. St. John
-----------------------------------
Norbert W. St. John
Dated: January 6, 1994
<PAGE>
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.
/s/ Donald I. Zimmerman
-----------------------------------
Donald I. Zimmerman
Dated: January 6, 1994
<PAGE>
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.
Barclay and Company, Inc.
/s/ Donald I. Zimmerman
-----------------------------------
Donald I. Zimmerman
President
Dated: January 6, 1994
<PAGE>
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.
First Investment Group
/s/ Saul Levy
-----------------------------------
Saul Levy
President
Dated: January 6, 1994
