UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
BGS SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK $.10 PAR VALUE
(Title of Class of Securities)
55-44-2107
(CUSIP Number)
C. Russel Hansen, Jr., c/o BGS Systems, Inc.,
One First Avenue, Waltham, MA 02254-9111, 617.891.0000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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 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
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 BOX 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
7. SOLE VOTING POWER
None.
8. SHARED VOTING POWER
989,322 (12/31/96)
9. SOLE DISPOSITIVE POWER
None.
10. SHARED DISPOSITIVE POWER
989,322 (12/31/96)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
989,322 (12/31/96)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8% (12/31/96)
14. TYPE OF REPORTING PERSON*
OO
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 BOX 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
7. SOLE VOTING POWER
12,000 (12/31/96)
8. SHARED VOTING POWER
989,322 (12/31/96)
9. SOLE DISPOSITIVE POWER
12,000 (12/31/96)
10. SHARED DISPOSITIVE POWER
989,322 (12/31/96)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,136,514 (12/31/96)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2% (12/31/96)
14. TYPE OF REPORTING PERSON*
IN
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 BOX 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
7. SOLE VOTING POWER
22,024 (12/31/96)
8. SHARED VOTING POWER
1,111,642 (12/31/96)
9. SOLE DISPOSITIVE POWER
22,024 (12/31/96)
10. SHARED DISPOSITIVE POWER
1,111,642 (12/31/96)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,133,666 (12/31/96)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1% (12/31/96)
14. TYPE OF REPORTING PERSON*
OO
Item 1. Security and Issuer
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 "Act"), the undersigned, Robert P. Goldberg
Revocable Trust #2 (the "Trust"), Judith N. Goldberg and C. Russel
Hansen, Jr., sometimes hereinafter referred to as the "Reporting
Persons," hereby file this Amendment No. 3 ("Amendment No. 3") to
the original Schedule 13D Statement ("Original 13D") dated
January 24, 1994.
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. She also serves as a Director and Chairman of the Board of
Young Audiences of Massachusetts, Inc.
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.
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 to the Trust for the benefit of the Grantor, his spouse and
children.
Item 4. Purpose of Transaction
There is no material change.
On January 14, 1994, Robert P. Goldberg transferred, for no
consideration, 519,661 shares of Common Stock of BGS Systems, Inc.
("Stock") 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 the 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 6,258,972
shares of Stock outstanding. (The Issuer declared a two for one Stock
split effective November 1, 1996).
The Trust owns beneficially within the meaning of Rule 13d-3,
989,322 shares of Stock, constituting approximately 15.8% 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
989,322 shares of Stock owned by the Trust.
A Notice on Form 144 was filed by the Trust with the Securities
and Exchange Commission on January 6, 1997. The Trust sold 50,000
shares of Stock at a per share price of $25.00 pursuant to Rule 144
on January 14, 1997. The broker, Adams, Harkness & Hill, Inc. has
certified that the sale was made in "brokers' transactions" as
defined in Rule 144. The Trust has also complied with the reporting
requirements of the Securities Exchange Act of 1934, as amended.
Mrs. Goldberg owns beneficially, within the meaning of Rule 13d-3,
1,136,514 shares of Stock, constituting approximately 18.2% of the
outstanding shares of Stock. These shares include: (a) 989,322 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 989,322
shares, and (b) 12,000 shares which Mrs. Goldberg has the right to
acquire within 60 days of December 31, 1996 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' Trusts
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.
Mr. Hansen owns beneficially, within the meaning of Rule 13d-3, 1,133,666
shares of Stock, constituting approximately 18.1% of the outstanding
shares of Stock. These shares include (a) 989,322 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 989,322 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 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 1,111,642 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 December 31, 1996 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.
On December 4, 1996, Mr. Hansen purchased 200 shares of Stock of the
Issuer at a per share price of $26.00. On December 16, 1996, Mr. Hansen
acquired 200 shares of Stock at a purchase price of $25.00 per share.
These transactions were open market purchases.
On December 31, 1996, Mr. Hansen acquired 220 shares of Stock of the
Issuer through the first offering of the Issuer's 1995 Employee Stock
Purchase Plan at a purchase price of $17.00 per share.
Mr. Hansen reported these transactions on a Form 4 for the month of
December 1996.
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 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
Exhibit A Agreement Relating to the Filing of Joint Statements
Pursuant to Rule 13d-1 (f)
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.
Dated : JANUARY 29, 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
EXHIBIT A
TO AMENDMENT NO. 4
TO SCHEDULE 13D
Agreement Relating to the Filing of
Joint Statements Pursuant to Rule 13d-1 (f)
Pursuant to Rule 13d-1 (f) (l) (iii) of the General Rules and
Regulations of the Securities and Exchanges Act of 1934, as amended,
the undersigned agree that the Amendment No. 4 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: JANUARY 29, 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
