BERGER HOLDINGS LTD
SC 13G/A, 2000-10-10
SHEET METAL WORK
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               -------------------

                                 SCHEDULE 13G/A
                                 (RULE 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                              BERGER HOLDINGS, LTD.
                                (Name of Issuer)

                     Common Stock, par value $.01 per Share
                         (Title of Class of Securities)

                                   084037 40 7
                                 (CUSIP Number)

             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

                 [ ] Rule 13d-1(b)

                 [x] Rule 13d-1(c)

                 [ ] Rule 13d-1(d)

                         (Continued on following pages)



                                Page 1 of 5 Pages

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CUSIP NO.                         SCHEDULE 13G
                             (cover page continued)

1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Finova Mezzanine Capital Inc., Taxpayer I.D.  62-1583116

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
         (A) [ ] NOT APPLICABLE
         (B) [ ] NOT APPLICABLE

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         Tennessee

NUMBER OF SHARES           5.     SOLE VOTING POWER

                                  125,000 Shares of Common Stock

BENEFICIALLY               6.     SHARED VOTING POWER

                                  Not Applicable

OWNED BY EACH              7.     SOLE DISPOSITIVE POWER

                                  125,000 Shares of Common Stock

REPORTING PERSON           8.     SHARED DISPOSITIVE POWER

                                  Not Applicable

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         125,000 Shares of Common Stock

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
         SHARES* [ ]

         Not Applicable

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         2.31

12.      TYPE OF REPORTING PERSON

         CO

                                Page 2 of 5 Pages

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                                  SCHEDULE 13G

ITEM 1(A).       NAME OF ISSUER:          Berger Holdings, Ltd.

ITEM 1(B).       ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                 805 Pennsylvania Blvd., Feasterville, PA 19053

ITEM 2(A).       NAME OF PERSON FILING:  Finova Mezzanine Capital Inc.

ITEM 2(B).       ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                 500 Church Street, Suite 200, Nashville, TN 37219

ITEM 2(C).       CITIZENSHIP:     United States (Tennessee)

ITEM 2(D).       TITLE OF CLASS OF SECURITIES: Common Stock par value $.01 per
                 share

ITEM 2(E).       CUSIP NUMBER:   084037 40 7

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B), CHECK
        WHETHER THE PERSON FILING IS:

                 (A)     [ ] BROKER OR DEALER REGISTERED UNDER THE ACT

                 (B)     [ ] BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT

                 (C)     [ ]  INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19)
                              OF THE ACT

                 (D)     [ ]     INVESTMENT COMPANY REGISTERED UNDER SECTION 8
                                 OF THE INVESTMENT COMPANY ACT

                 (E)     [ ]     INVESTMENT ADVISER REGISTERED UNDER SECTION 203
                                 OF THE INVESTMENT ADVISERS ACT OF 1940

                 (F)     [ ]     EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH
                                 IS SUBJECT TO THE PROVISIONS OF THE EMPLOYEE
                                 RETIREMENT INCOME SECURITY ACT OF 1974 OR
                                 ENDOWMENT FUND; SEE SS.240.13D-1(B)(1)(II)(F)

                 (G)     [ ]     PARENT HOLDING COMPANY, IN ACCORDANCE WITH
                                 SS.240.13D-1(B)(II)(G); SEE ITEM 7

                 (H)     [ ]     GROUP, IN ACCORDANCE WITH
                                 SS.240.13D-1(B)(1)(II)(H)

ITEM 4. OWNERSHIP:

                 (A)     AMOUNT BENEFICIALLY OWNED: 125,000 shares of common
                         stock

                 (B)     PERCENT OF CLASS:        2.31%



                                Page 3 of 5 Pages

<PAGE>   4



                                  SCHEDULE 13G

         (C)     NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                 (I)     SOLE POWER TO VOTE OR TO DIRECT THE VOTE:

                         125,000 shares of common stock

                 (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:

                         not applicable

                 (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:

                         125,000 shares of common stock

                 (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:

                         not applicable

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

                 IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
                 THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE
                 BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF
                 SECURITIES, CHECK THE FOLLOWING [ X ].

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

         Not applicable

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

         Not applicable

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

         Not applicable

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP.

         Not applicable

ITEM 10.         CERTIFICATION.

                         By signing below I certify that, to the best of my
                 knowledge and belief, the securities referred to above were not
                 acquired and are not held for the purpose of or with the effect
                 of changing or influencing the control of the issuer of the
                 securities and were not acquired and are not held in connection
                 with or as a participant in any transaction having that purpose
                 or effect.



                                Page 4 of 5 Pages
<PAGE>   5



                                  SCHEDULE 13G

                                    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.


                                    FINOVA MEZZANINE CAPITAL INC.



                                    By: /s/ Philip S. Clark
                                        ----------------------------------------
                                        Philip S. Clark
                                        Vice President - Group Counsel on behalf
                                        of FINOVA Mezzanine Capital Inc.

Date: 10/10/00
      --------





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