UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
BGS SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK $.10 PAR VALUE
(Title of Class of Securities)
55-44-2107
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the filing 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).
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 55-44-2107
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey P. Buzen
###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
634,757 (12/31/95)
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6. SHARED VOTING POWER
N.A.
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7. SOLE DISPOSITIVE POWER
634,757 (12/31/95)
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8. SHARED DISPOSITIVE POWER
N.A.
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,757 (12/31/95)
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/X/
Includes 30,000 shares of common stock subject to options which are
presently exercisable.
Excludes 20,000 shares of common stock subject to options which are not
presently exercisable. (12/31/95)
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.2% (12/31/95)
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12. TYPE OF REPORTING PERSON
IN
Item 1.
(a) Name of Issuer
BGS Systems, Inc.
(b) Address of Issuer's Principal Executive Offices:
128 Technology Center
Waltham, MA 02254-9111
Item 2.
(a) Name of Person Filing
Jeffrey P. Buzen
(b) Address of Principal Business Office
c/o BGS Systems, Inc.
128 Technology Center
Waltham, MA 02254-9111
(c) Citizenship
United States of America
(d) Title of Class of Securities
Common Stock $.10 Par Value
(e) CUSIP Number
55-44-2107
Item 3. Type of Reporting Person: See Item 12 of Cover Page
Item 4. Ownership
(a) Amount Beneficially Owned: Jeffrey P. Buzen may be deemed beneficial
owner of 634, 757 shares of Issuer.
(b) Percent of Class: 20.2%
(c) Jeffrey P. Buzen is deemed to have sole voting and dispositive power with
respect to 604,757 shares registered in his name, and 30,000 shares which
Dr. Buzen has the right to acquire within 60 days of December 31, 1995
through the exercise of options. Excludes 20,000 shares subject to options
which are not presently exercisable. See Items 5 - 8 on Cover Page.
Item 5. Ownership of Five Percent or Less of a Class: Not Applicable
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 acquired in the ordinary
course of business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
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.
Date: January 26, 1996
/S/ C. Russel Hansen, Jr. for
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Signature
Jeffrey P. Buzen
Director, Senior Vice President, Clerk and Treasurer
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Name/Title
