SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 9)(1)
BCT INTERNATIONAL, INC.
----------------------------------------------------
(Name of Issuer)
Common Stock, $.04 par value per share
----------------------------------------------------
(Title of Class of Securities)
055-355-101
----------------------------------------------------
(CUSIP Number)
Steven N. Bronson
900 Third Avenue, Suite 201
New York, New York 10022
(212) 610-2778
with a copy to:
James A. Prestiano, Esq.
317 Madison Avenue
Suite 2310
New York, New York 10017
(212) 949-9696
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 20, 2000
----------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
----------
(1) 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 (the "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>
CUSIP No. 055-355-101 SCHEDULE 13D
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven N. Bronson
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 545,082
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON --------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
545,082
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
545,082
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Except as expressly restated and amended below, the Schedule 13D and
amendments thereto, as filed on behalf of Steven N. Bronson with respect to the
shares of common stock (the "Common Stock") of BCT International, Inc., a
Delaware corporation, with its principal offices located at 3000 NE 30th Place,
5th Floor, Fort Lauderdale, Florida 33306 ("Issuer"), remains in full force and
effect. The Issuer's most recent periodic report filed under the Act, indicated
that as of October 9, 2000 the Issuer had 5,822,208 shares of common stock
issued and outstanding.
Item 2. Identity and Background.
(a) This Amendment No. 9 to Schedule 13D is being filed on behalf of
Steven N. Bronson.
(b) Mr. Bronson's business address is 900 Third Avenue, Suite
201, New York, New York 10022.
(c) Mr. Bronson is the President and sole member of Catalyst
Financial LLC ("Catalyst"), a broker-dealer licensed under the Act.
(d) Mr. Bronson has not, during the past five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Bronson has not, during the past five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction nor has Mr. Bronson been or is now subject to a judgment, decree,
or final order enjoining further violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Bronson is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable
<PAGE>
Item 4. Purpose of Transaction.
On October 20, 2000, Mr. Bronson delivered a letter to the Board
of Directors of the Issuer indicating that he believed that management of the
Issuer has failed to deliver the appropriate value to the shareholders of the
Issuer. In the letter Mr. Bronson requested the Board of Directors of the Issuer
to support Mr. Bronson in making a tender offer to acquire all of the issued and
outstanding shares of BCTI common stock or a minimum of forty-one percent of the
issued and outstanding shares of BCTI at a purchase price of $2.50 per share.
Additionally, the letter stated that if the Board of Directors determined not to
support Mr. Bronson's proposal, that the Issuer should make Mr. Bronson an offer
to purchase his shares of the Issuer. A copy of Mr. Bronson's letter to the
Board of Directors is attached as an Exhibit to this Schedule 13D.
Other than as described above, Mr. Bronson does not have any plans
or proposals which relate or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any vacancies on the Board of Directors of the Issuer;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or any actions which may impede the acquisition or control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted form
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)(b) Mr. Bronson owns an aggregate of 545,042 shares of the
Issuer's Common Stock, representing approximately 9.4% of the total shares of
Common Stock deemed outstanding. With respect to such shares of Common Stock,
Mr. Bronson owns 451,960 shares of Common Stock in his name and 93,082 shares
in the name of Catalyst, a limited liability company wholly owned by Mr.
Bronson.
<PAGE>
(c) Not applicable.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
such securities of the Issuer.
(e) Not applicable.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information as set forth in this statement is true, complete
and correct.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
October 20, 2000 Letter, from Mr. Bronson to the Board of
Directors of the Issuer.
Date: October 23, 2000
/s/ Steven N. Bronson
-------------------------------------
Steven N. Bronson
<PAGE>
Exhibit
Steven N. Bronson
c/o Catalyst Financial LLC
900 Third Avenue, Suite 201
New York, New York 10022
--------------------------------------------------------------------------------
October 20, 2000
VIA FEDERAL EXPRESS
To the Board of Directors
BCT International, Inc.
3000 N.E. 30th Place
Fort Lauderdale, Florida 33306-1957
Dear Sirs:
I have been a shareholder of BCT International, Inc. (BCTI) for the
last six years. It is my opinion that, during that time period, management has
not delivered the appropriate value to the BCTI shareholders in view of the
potential of BCTI's business. I note that the closing price of BCTI common stock
on Friday. October 20, 2000 was $1.34375. Accordingly, I believe that a going
private transaction priced at $2.50 per share will enable BCTI's shareholders to
realize a fair value for their shares.
I am interested in making a tender offer to acquire all of the issued
and outstanding shares of BCTI common stock or a minimum of forty-one percent of
the issued and outstanding shares of BCTI at a purchase price of $2.50 per
share. I believe that my proposal will enable the shareholders of BCTI to
immediately realize the fair value for their shares of BCTI common stock. At
this time, I am requesting the support of the Board of Directors of BCTI in
connection with my proposal.
In the event that the Board of Directors determines not to support my
proposed offer, I would prefer not to pursue a hostile tender offer, and I
request that BCTI make me an offer to purchase my shares of BCTI.
Please contact me or have BCTI's counsel contact my attorney James A.
Prestiano, Esq. at (212) 949-9696 to discuss the above.
Very truly yours,
/s/ Steven N. Bronson
cc: Robert MacCuley, Esq.
James A. Prestiano
