<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 5
Name of Issuer: BGS Systems, Inc.
Title of Class of Securities: Common Stock, $.10 par value
CUSIP Number: 55-44-2107
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
C. Russel Hansen, Jr., c/o BGS Systems, Inc., One First
Avenue, Waltham, MA 02254-9111 (tel. no. 617-891-0000)
(Date of Event which Requires Filing of this Statement)
May 16, 1997
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 [ ].
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 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).
<PAGE>
CUSIP No.: 55-44-2107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert P. Goldberg Revocable Trust #2; 04-6764262
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
None
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Commonwealth of Massachusetts
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
None
8. Shared Voting Power:
764,322
9. Sole Dispositive Power:
None
10. Shared Dispositive Power:
764,322
11. Aggregate Amount Beneficially Owned by Each Reporting Person
764,322
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
12.2%
14. Type of Reporting Person
OO
3
<PAGE>
CUSIP No.: 55-44-2107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Judith N. Goldberg
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
None
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
12,000
8. Shared Voting Power:
939,322
9. Sole Dispositive Power:
12,000
10. Shared Dispositive Power:
939,322
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,086,514
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares /X/
4
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
17.3%
14. Type of Reporting Person
IN
5
<PAGE>
CUSIP No.: 55-44-2107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
C. Russel Hansen, Jr.; ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
None
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Commonwealth of Massachusetts
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
22,024
8. Shared Voting Power:
886,642
9. Sole Dispositive Power:
22,042
10. Shared Dispositive Power:
886,642
11. Aggregate Amount Beneficially Owned by Each Reporting Person
908,684
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares /X/
6
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
14.5%
14. Type of Reporting Person
OO
7
<PAGE>
Pursuant to Rule 13d-1(f)(1)-(2) of Regulation 13-D-G of the
General Rules and Regulations under the Securities Exchange Act
of 1934, as amended, the undersigned, Robert P. Goldberg
Revocable Trust #2 (the "Trust"), Judith N. Goldberg and
C. Russel Hansen, Jr. (collectively, sometimes referred to as the
"Reporting Persons"), hereby file this Amendment No. 5
("Amendment No. 5") to the original Schedule 13D Statement
("Original 13D") dated January 24, 1994.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
There is no material change.
Robert P. Goldberg (the Grantor of the Trust and one of
the trustees) passed away on February 25, 1994.
Judith N. Goldberg and C. Russel Hansen, Jr. are the
remaining two Trustees and the Trust has, in effect
become irrevocable. The business address of the Trust
and the Trustees is 128 Allerton Road, Newton,
Massachusetts 02161.
Mrs. Goldberg has been a director of BGS Systems, Inc.
since April 1994.
Mr. Hansen is Vice President and General Counsel of BGS
Systems, Inc.
During the last five years, none of the Trust,
Mr. Hansen or Mrs. Goldberg has: (i) been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors) nor (ii) been a party to a civil
proceeding 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 of such laws.
Mr. Hansen and Mrs. Goldberg are citizens of the United
States of America.
Mr. Hansen is an independent trustee, and it is his
position that he has not agreed to act in concert with
any of the other trustees with respect to the Stock
comprising a portion of the Trust's assets or the
Childrens' Trusts' (as hereinafter defined in Item 5)
assets.
8
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
There is no material change.
Robert P. Goldberg (the Grantor-Trustee) and the other
trustees filed the original Schedule 13D to report the
creation of the Trust. On January 14, 1994, Dr.
Goldberg transferred by gift 519,661 shares of Stock
(which constitutes 1,039,322 shares of Stock after
giving effect to a subsequent 2 for 1 stock split) to
the Trust for the benefit of the Grantor, his spouse and
children.
Item 4. Purpose of Transactions
There is no material change.
On January 14, 1994, Robert P. Goldberg transferred, for
no consideration, 519,661 shares of Stock (which
constitutes 1,039,322 shares of Stock after giving
effect to a subsequent 2 for 1 stock split) to the Trust
pursuant to the Robert P. Goldberg Revocable Trust #2
Trust Agreement (the "Trust Agreement") dated
January 12, 1994. The Trust Agreement was filed as an
exhibit to the original Schedule 13D Statement dated
January 24, 1994.
The Trustees have no plans or proposals that relate to
or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of 13D. Mr. Hansen is
an independent trustee under both trusts, and it is his
position that he has not agreed to act in concert with
any of the other trustees with respect to the Stock
comprising a portion of the Trust's assets or the
Childrens' Trusts (as hereinafter defined in Item 5)
assets.
Item 5. Interest in Securities of Issuer
Item 5 is partially amended as follows:
The following information is provided in response to
Item 5 of Schedule 13D and the percentages are based on
a total of 6,269,084 shares of Stock outstanding as of
April 14, 1997, as disclosed in the Issuer's Proxy
Statement dated May 6, 1997.
On May 16, 1997, the Trust conveyed to Mrs. Goldberg
175,000 shares of Stock as a discretionary distribution
without consideration. On May 16, 1997 Mrs. Goldberg
conveyed the 175,000 shares of Stock she received to
9
<PAGE>
Smiley Partners LP, a Delaware limited partnership (the
"Partnership"), in exchange for 175 Limited Partner
Units of the Partnership. Mrs. Goldberg is the sole
limited partner owning a 99.9% limited partnership
interest in the Partnership.
As of the date of this Amendment No. 5, the Trust owns
beneficially, within the meaning of Rule 13d-3, 764,322
shares of Stock, constituting approximately 12.2% of the
outstanding shares of Stock. Mr. Hansen and
Mrs. Goldberg as trustees of the Trust with equal voting
rights, have shared power (by majority vote) to vote and
control the disposition of all of the 764,322 shares of
Stock owned by the Trust.
Mrs. Goldberg owns beneficially, within the meaning of
Rule 13d-3, 1,086,514 shares of Stock, constituting
approximately 17.3% of the outstanding shares of Stock.
These shares include: (a) 764,322 shares of Stock owned
by the Trust, of which shares Mrs. Goldberg, as Trustee,
has shared power to vote and control the disposition of
all 764,322 shares, and (b) 12,000 shares which
Mrs. Goldberg has the right to acquire within 60 days of
May 21, 1997 through the exercise of options and
excludes 20,000 shares of Stock subject to options which
are not presently exercisable. The shares also include:
(a) 12,872 shares of Stock held by Mrs. Goldberg's four
children (3,218 shares each) who are of the age of
majority and share Mrs. Goldberg's household and
(b) 122,320 shares held by two unrelated co-trustees of
four irrevocable trusts (30,580) shares in each trust)
for the benefit of Mrs. Goldberg's four children created
under the Childrens' Trust Agreement. A copy of the
Childrens' Trust Agreement was filed as an exhibit to
the original Schedule 13D Statement dated January 24,
1994. Neither Mrs. Goldberg nor her children possess
voting power or investment discretion with respect to
the shares held in the Children's Trusts. Mrs. Goldberg
disclaims beneficial ownership of all 135,192 shares.
The shares also include 175,000 shares of Stock held by
the Partnership.
Mr. Hansen owns beneficially, within the meaning of Rule
13d-3, 908,666 shares of Stock, constituting
approximately 14.5% of the outstanding shares of Stock.
These shares include (a) 764,322 shares of Stock owned
by the Trust, of which shares, Mr. Hansen as Trustee,
has shared power to vote and control the disposition of
all 764,322 shares and (b) 122,320 shares of Stock held
of record by the Children's Trusts of which Mr. Hansen
is a co-trustee and has shared power to vote and control
10
<PAGE>
the disposition of the 122,320 shares for the benefit of
Mrs. Goldberg's children who are not related to
Mr. Hansen. Mr. Hansen disclaims beneficial ownership
of all 908,666 shares. The shares also include:
(a) 6,024 shares owned by Mr. Hansen directly of which
shares he possesses sole voting and dispositive power
and (b) 16,000 shares of Stock subject to options which
Mr. Hansen has the right to acquire within 60 days of
May 21, 1997 through the exercise of options and
excludes 4,000 shares of Stock subject to options which
are not presently exercisable.
The Trustees of the Trust may make such distributions,
from time to time, to such one or more members of the
class consisting of the Grantor's spouse and the
Grantor's issue as the Trustees deem necessary or
advisable for the distributee's health, education or
support, giving first consideration to the needs of the
Grantor's spouse, even if the Grantor shall have failed
to direct such distributions.
As previously discussed, Mr. Hansen, together with
another unrelated trustee, pursuant to the terms of the
Children's Trusts, has shared power to direct the
receipt of dividends from, or the proceeds from the sale
of Stock. The Trustees may make such distributions,
from time to time, to such one or more members of the
class consisting of each child, the child's spouse and
issue as the Trustees deem advisable.
Mr. Hansen is an independent trustee under all trusts
and takes the position that he has not agreed to act in
concert with any of the other trustees with respect to
the Stock comprising a portion of the Trust's assets.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
There is no material change.
Dr. Goldberg (the Grantor of the Trust and one of the
trustees) passed away on February 24, 1994. Judith N.
Goldberg and C. Russel Hansen, Jr. are the remaining
trustees, and the Trust has, in effect, become
irrevocable.
The rights, powers and duties of the Reporting Persons
with respect to the Trust, the Children's Trusts and the
shares of Stock held by the Trust and the Childrens'
Trusts are set forth in the Trust Agreement for the
Trust dated January 12, 1994 and the Trust Agreement for
11
<PAGE>
the Robert P. Goldberg Childrens' Trusts dated April 27,
1983. These two Trust Agreements were filed as exhibits
to the original Schedule 13D Statement dated January 24,
1994.
Mr. Hansen is an independent trustee under all trusts
and takes the position that he has not agreed to act in
concert with any of the other trustees with respect to
the Stock comprising a portion of the Trusts' assets.
Item 7. Material to be Filed as Exhibits
An agreement Relating to the Filing of Joint
Statements Pursuant to Rule 13d-1(f) is filed
herewith as Exhibit A.
12
<PAGE>
Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
Dated : May 27, 1997
ROBERT P. GOLDBERG REVOCABLE TRUST #2
By: /S/ C. RUSSEL HANSEN, JR. FOR
-----------------------------------------
JUDITH N. GOLDBERG, TRUSTEE
By: /S/ C. RUSSEL HANSEN, JR.
-----------------------------------------
C. RUSSEL HANSEN, JR., TRUSTEE
By: /S/ C. RUSSEL HANSEN, JR. FOR
-----------------------------------------
JUDITH N. GOLDBERG, INDIVIDUALLY
By: /S/ C. RUSSEL HANSEN, JR.
-----------------------------------------
C. RUSSEL HANSEN, JR., INDIVIDUALLY
13
<PAGE>
EXHIBIT A
TO AMENDMENT NO. 5
SCHEDULE 13D
Agreement Relating to the Filing of
Joint Statements Pursuant to Rule 13d-1(f)
Pursuant to Rule 13d-1(f)(1)(iii) of the General Rules and
Regulations of the Securities and Exchanges Act of 1934, as
amended, the undersigned agree that the Amendment No. 5 to
the Original Schedule 13D statement to which this exhibit is
attached is filed on their behalf in the capacities set out
herein below.
Dated: May 27, 1997
ROBERT P. GOLDBERG REVOCABLE TRUST #2
By: /S/ C. RUSSEL HANSEN, JR. FOR
----------------------------------------
JUDITH N. GOLDBERG, TRUSTEE
By: /S/ C. RUSSEL HANSEN, JR.
----------------------------------------
C. RUSSEL HANSEN, JR., TRUSTEE
By: /S/ C. RUSSEL HANSEN, JR. FOR
----------------------------------------
JUDITH N. GOLDBERG, INDIVIDUALLY
By: /S/ C. RUSSEL HANSEN, JR.
----------------------------------------
C. RUSSEL HANSEN, JR., INDIVIDUALLY
02094001.AA1
