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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
BGS Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
055442107
(CUSIP Number)
Charles A. Nalbone, Bear, Stearns & Co. Inc.
115 South Jefferson Road, Whippany, NJ 07981
(973) 739-2202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 25, 1998
(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 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 reporting 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)
Note: When filing this statement, in paper format, six copies of
this statement, including exhibits, should be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP NO. 055442107
13D
NAME OF REPORTING PERSON
S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:
1 BEAR, STEARNS & CO. INC.
IRS #13-3299429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*:
WC, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)(e):
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7 SOLE VOTING POWER:
326,722
8 SHARED VOTING POWER:
36,100
9 SOLE DISPOSITIVE POWER:
326,722
10 SHARED DISPOSITIVE POWER:
36,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
362,822
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.6
14 TYPE OF REPORTING PERSON*:
BD
See Instructions Before Filling Out!
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SCHEDULE 13D
Item 1: Security and Issuer
(a) Title and Class: Common Stock
(b) Name and address: BGS Systems, Inc.
One First Avenue
Waltham, MA 02254-9111
Item 2: Identity and Background Identity
(a) Name: Bear, Stearns & Co. Inc. ("Bear
Stearns")
(b) Place of Organization: Delaware
(c)(i) Principal Business: Securities Broker/Dealer
(ii) Address: 245 Park Avenue
New York, NY 10167
The following information with respect to each executive officer and
director of Bear Stearns is set forth on Appendix I hereto: (i) name,
(ii) business address, and (iii) principal occupation or employment.
(d) None
(e) See Appendix II
(f) See Appendix I
Item 3: Source and Amount of Funds or Other Consideration
Working capital of Bear Stearns and personal funds of discretionary
accounts. The aggregate purchase price of the 362,822 shares of Common Stock
was approximately $16,105,668.
Item 4: Purpose of Transaction
Bear Stearns has acquired the Common Stock of BGS Systems, Inc.
in the ordinary course of its business as a broker/dealer in
connection with its trading and investment activities. Bear Stearns may
acquire additional securities of the Issuer or dispose of securities of
the Issuer in connection with such trading and investment activities.
Although the foregoing represents the range of activities presently
contemplated by Bear Stearns with respect to the Issuer, it should be
noted that the possible activities of Bear Stearns are subject to change
at any time.
Except as set forth above, Bear Stearns has no present plans or
intentions which relate to or would result in any of the actions described in
subparagraph (a) through (j) of Item 4 of Schedule 13D.
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SCHEDULE 13D
Item 5: Interest in Securities of the Issuer as of 03/25/98
(a) Number: 362,822
Percentage: 5.6
(b) 1. Sole power to vote or to direct the vote: 326,722
2. Shared power to vote or to direct the vote: 36,100
3. Sole power to dispose or to direct the disposition: 326,722
4. Shared power to dispose or to direct the disposition: 36,100
(c) Information concerning transactions in the common stock effected by
Bear Stearns is set forth on Appendix III hereto.
(d) Inapplicable.
(e) Inapplicable.
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer:
None
Item 7: Material to be Filed as Exhibits:
None
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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: 04/03/98 BEAR, STEARNS & CO. INC.
By: /s/
Barry J. Cohen
Senior Managing Director
APPENDIX I
DIRECTORS AND EXECUTIVE OFFICERS OF BEAR, STEARNS & CO. INC.
Name Principal Occupation or Employment
Alan C. Greenberg Chairman of the Board and Director
James E. Cayne President, Chief Executive Officer and Director
Alan D. Schwartz Executive Vice President and Director
Warren J. Spector Executive Vice President and Director
Michael L. Tarnopol Executive Vice President and Director
John L. Knight Director
John H. Slade Director Emeritus
Kenneth L. Edlow Secretary
Samuel L. Molinaro, Jr. Chief Financial Officer
Michael J. Abatemarco Controller and Assistant Secretary
Michael Minikes Treasurer
Frederick B. Casey Assistant Treasurer
Mark E. Lehman Executive Vice President, General Counsel and
Director
William J. Montgoris Chief Operating Officer
John L. Knight is a citizen of the United Kingdom and his business
address is One Canada Square London E16 5AD England. Michael J. Abatemarco
is a citizen of the United States and his business address is One Metrotech
Center North, Brooklyn, New York 11201. All other Directors and Executive
Officers are citizens of the United States and their business address is 245
Park Avenue, New York, New York 10167. Bear, Stearns & Co. Inc. is a
wholly-owned subsidiary of The Bear Stearns Companies Inc. and of the persons
named, all but John L. Knight hold similar office in the parent company.
APPENDIX II Page 7
BEAR, STEARNS & CO. INC.
BGS Systems, Inc.
Trading from 1-24-98 through 3-25-98
(Various Firm Accounts)
***** 03/25 *****
1,000 BGS SYSTEMS INC 45 1/4 45,250.00
1,000 BGS SYSTEMS INC 45 1/2 45,500.00
1,500 BGS SYSTEMS INC 45.4400 68,160.00
7,500 BGS SYSTEMS INC 45 3/8 340,312.50
45,000 BGS SYSTEMS INC 45.2917 2,038,126.50
500 BGS SYSTEMS INC 44.0250 22,012.50
2,000- BGS SYSTEMS INC 45 3/8 90,746.97-
***** 03/24 *****
20,800 BGS SYSTEMS INC 44.1851 919,050.08
2,000- BGS SYSTEMS INC 44 3/8 88,747.04-
***** 03/20 *****
500 BGS SYSTEMS INC 44 1/4 22,125.00
10,000 BGS SYSTEMS INC 44 1/2 445,000.00
***** 03/17 *****
2,000 BGS SYSTEMS INC 44 1/2 89,000.00
***** 03/12 *****
2,423 BGS SYSTEMS INC 44 1/2 107,823.50
***** 03/11 *****
5 BGS SYSTEMS INC 44 9/16 222.81
300 BGS SYSTEMS INC 44 3/4 13,425.00
400 BGS SYSTEMS INC 44 3/4 17,900.00
26,000 BGS SYSTEMS INC 44 9/16 1,158,625.00
***** 03/10 *****
500 BGS SYSTEMS INC 44 5/8 22,312.50
***** 03/09 *****
10,000- BGS SYSTEMS INC 44.5938 445,923.11-
855 BGS SYSTEMS INC 44.5938 38,127.70
***** 03/06 *****
5,000 BGS SYSTEMS INC 44 1/2 222,500.00
5,000 BGS SYSTEMS INC 44 1/2 222,500.00
15,000 BGS SYSTEMS INC 44 5/8 669,375.00
15,000 BGS SYSTEMS INC 44 5/8 669,375.00
***** 03/04 *****
200 BGS SYSTEMS INC 44 3/8 8,875.00
500 BGS SYSTEMS INC 44 3/8 22,187.50
500 BGS SYSTEMS INC 44 3/8 22,187.50
***** 03/02 *****
200 BGS SYSTEMS INC 44 8,800.00
200 BGS SYSTEMS INC 44 1/16 8,812.50
200 BGS SYSTEMS INC 44 8,800.00
300 BGS SYSTEMS INC 44 1/16 13,218.75
1,000 BGS SYSTEMS INC 44 1/2 44,500.00
1,000 BGS SYSTEMS INC 44 1/2 44,500.00
1,000 BGS SYSTEMS INC 43 15/16 43,937.50
3,275 BGS SYSTEMS INC 44 1/8 144,509.38
3,694 BGS SYSTEMS INC 44 1/16 162,766.88
7,000 BGS SYSTEMS INC 44 1/2 311,500.00
7,400 BGS SYSTEMS INC 44 1/2 329,300.00
9,000 BGS SYSTEMS INC 44 1/2 400,500.00
***** 02/25 *****
400 BGS SYSTEMS INC 43 7/16 17,375.00
***** 02/24 *****
300 BGS SYSTEMS INC 44 5/8 13,387.50
3,500 BGS SYSTEMS INC 44 5/8 156,187.50
10,000 BGS SYSTEMS INC 44 5/8 446,250.00
14,700 BGS SYSTEMS INC 44 5/8 655,987.50
5,000- BGS SYSTEMS INC 44 5/8 223,117.56-
***** 02/23 *****
500 BGS SYSTEMS INC 44 3/8 22,187.50
1,000 BGS SYSTEMS INC 44 3/8 44,375.00
1,000 BGS SYSTEMS INC 44 7/16 44,437.50
1,000 BGS SYSTEMS INC 44 7/16 44,437.50
1,000 BGS SYSTEMS INC 44 5/8 44,625.00
1,000 BGS SYSTEMS INC 44 5/8 44,625.00
3,000 BGS SYSTEMS INC 44 5/8 133,875.00
5,000 BGS SYSTEMS INC 44 5/8 223,125.00
5,000 BGS SYSTEMS INC 44 1/2 222,500.00
5,000 BGS SYSTEMS INC 44 5/8 223,125.00
5,000 BGS SYSTEMS INC 44 5/8 223,125.00
7,000 BGS SYSTEMS INC 44 5/8 312,375.00
9,000 BGS SYSTEMS INC 44 5/8 401,625.00
8,000- BGS SYSTEMS INC 44.5800 356,628.11-
***** 02/19 *****
50 BGS SYSTEMS INC 43 13/16 2,190.63
4,000 BGS SYSTEMS INC 43 13/16 175,250.00
***** 02/06 *****
12,480 BGS SYSTEMS INC 43 5/8 544,440.00
***** 02/05 *****
10,000 BGS SYSTEMS INC 43 13/16 438,125.00
***** 02/04 *****
10,000 BGS SYSTEMS INC 43 3/4 437,500.00
5- BGS SYSTEMS INC 44 219.99-
***** 02/03 *****
10,000 BGS SYSTEMS INC 43 13/16 438,125.00
50,000 BGS SYSTEMS INC 43 25/32 2,189,062.50
10,000 BGS SYSTEMS INC 43 3/4 437,500.00
15,500- BGS SYSTEMS INC 43.7890 678,706.87-
1,500- BGS SYSTEMS INC 43.8490 65,771.31-
8,500- BGS SYSTEMS INC 43.9000 373,137.59-
***** 02/02 *****
1,000 BGS SYSTEMS INC 42 15/16 42,937.50
1,000 BGS SYSTEMS INC 43 3/8 43,375.00
(Various discretionary accounts)
***** 03/09 *****
143 BGS SYSTEMS INC 44.5938 6,376.91
1,306 BGS SYSTEMS INC 44.5938 58,239.50
108 BGS SYSTEMS INC 44.5938 4,816.13
240 BGS SYSTEMS INC 44.5938 10,702.51
259 BGS SYSTEMS INC 44.5938 11,549.79
1,290 BGS SYSTEMS INC 44.5938 57,526.00
310 BGS SYSTEMS INC 44.5938 13,824.08
4,672 BGS SYSTEMS INC 44.5938 208,342.23
817 BGS SYSTEMS INC 44.5938 36,433.13
***** 02/24 *****
960 BGS SYSTEMS INC 44 5/8 42,840.00
3,440 BGS SYSTEMS INC 44 5/8 153,510.00
600 BGS SYSTEMS INC 44 5/8 26,775.00
***** 02/23 *****
229 BGS SYSTEMS INC 44.5800 10,208.82
1,147 BGS SYSTEMS INC 44.5800 51,133.26
200 BGS SYSTEMS INC 44.5800 8,916.00
651 BGS SYSTEMS INC 44.5800 29,021.58
496 BGS SYSTEMS INC 44.5800 22,111.68
4,104 BGS SYSTEMS INC 44.5800 182,956.32
716 BGS SYSTEMS INC 44.5800 31,919.28
***** 02/03 *****
2,497 BGS SYSTEMS INC 43.7890 109,341.13
1,420 BGS SYSTEMS INC 43.7890 62,180.38
8,934 BGS SYSTEMS INC 43.7890 391,210.93
1,561 BGS SYSTEMS INC 43.7890 68,354.63
