UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BEL FUSE INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
07734710-2
(CUSIP Number)
Peter H. Ehrenberg, Esq.
Lowenstein, Sandler, Kohl, Fisher & Boylan
65 Livingston Avenue, Roseland, NJ 07068
201-992-8700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 26, 1995
(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 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).
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.)
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel Bernstein
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS* N/A -- The acquisition of securities which initially
increased Mr. Bernstein's beneficial ownership to more than 5% was
by gift.
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
245,105 includes 32,000 shares held of record as custodian for
Mr. Bernstein's children and 2,341 shares held by 401(k) Plan
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
245,105 (see box 7)
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,105
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer
State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive offices of the
issuer of such securities.
Common Stock - Bel Fuse Inc.
198 Van Vorst Street
Jersey City, NJ 07302
Item 2. Identity and Background
If the person filing this statement or any person enumerated in
Instruction C of this statement is a corporation, general partnership,
limited partnership, syndicate or other group of persons, state its name,
the state or other place of its organization, its principal business, the
address of its principal business, the address of its principal office and
the information required by (d) and (e) of this Item. If the person filing
this statement or any person enumerated in Instruction C is a natural
person, provide the information specified in (a) through (f) of this Item
with respect to such person(s).
(a) Name;
Daniel Bernstein
(b) Residence or business address;
198 Van Vorst Street, Jersey City, NJ 07302
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted;
President of Bel Fuse Inc., 198 Van Vorst Street, Jersey City, NJ
07302 (Bel Fuse Inc. is engaged principally in the design,
manufacture and sale of electronic components and hybrid circuits.)
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or other
disposition of the case;
No such convictions
(e) Whether or not, during the last five years, such person was a party
to a civil proceeding of a judicial 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 with
respect to such laws; and, if so, identify and describe such
proceedings and summarize the terms of such judgment, decree or final
order; and
Not a party to any such proceedings.
(f) Citizenship.
United States
Item 3. Source and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used
or to be used in making the purchases, and if any part of the purchase
price is or will be represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting
the securities, a description of the transaction and the names of the
parties thereto. Where material, such information should also be provided
with respect to prior acquisitions not previously reported pursuant to this
regulation. If the source of all or any part of the funds is a loan made
in the ordinary course of business by a bank, as defined in Section 3(a)(6)
of the Act, the name of the bank shall not be made available to the public
if the person at the time of filing the statement so requests in writing
and files such request, naming such bank, with the Secretary of the
Commission. If the securities were acquired other than by purchase,
describe the method of acquisition.
N/A -- The acquisition of securities which initially increased Mr.
Bernstein's beneficial ownership to more than 5% was by gift.
Item 4. Purpose of Transaction
State the purpose or purposes of the acquisition of securities of the
issuer.
N/A -- The acquisition of securities which initially increased Mr.
Bernstein's beneficial ownership to more than 5% was by gift.
Describe any plans or proposals which the reporting persons may have
which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
None, other than the Shareholders Agreement described in response to
Item 6.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
None, other than the Shareholders Agreement described in response to
Item 6.
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
None, other than the Shareholders Agreement described in response to
Item 6.
(d) Any change in the present board of directors o. - management of the
issuer, including any plans or proposals to change the number of term
of directors or to fill any existing vacancies on the board;
None, other than the Shareholders Agreement described in response to
Item 6.
(e) Any material change in the present capitalization or dividend policy
of the issuer;
None.
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
None.
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
None, other than the Shareholders Agreement described in response to
Item 6.
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
None.
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
None.
(j) Any action similar to any of those enumerated above.
None.
Item 5. Interest in Securities of the Issuer
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also
be furnished with respect to persons who, together with any of the
persons named in Item 2, comprise a group within the meaning of
Section 13(d)(3) of the Act;
245,105 including 32,000 shares held of record as custodian for Mr.
Bernstein's children and 2,341 shares by 401(k) Plan -- 4.9%.
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or
to direct the disposition. Provide the applicable information
required by Item 2 with respect to each person with whom the power to
vote or to direct the vote or to dispose or direct the disposition is
shared;
Daniel Bernstein has the sole power to vote and to dispose of 245,105
shares of Bel Fuse Inc.'s Common Stock, including 32,000 shares held
by him as custodian for his children and 2,341 shares held by 401(k)
Plan. See also the response to Item 6, which describes a
Shareholders Agreement covering 150,000 of the shares owned by Daniel
Bernstein.
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing on Schedule 13D (240.13d-191), whichever is less, by the
persons named in response to paragraph (a).
No such transaction.
(d) If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or endowment
fund is not required.
N/A
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities.
N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered into.
Include such information for any of the securities that are pledged or
otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained in
loan agreements need not be included.
Daniel Bernstein has entered into a Shareholders Agreement, dated May
23, 1990, with his brother Alexander Bernstein, pertaining to 150,000
shares of Bel Fuse Inc. Common Stock owned by each of them, or an aggregate
of 300,000 shares (the "Shares"). The Shareholders Agreement, which was
filed as an Exhibit to both the original Schedule 13D dated January 22,
1991 and this Amendment No. 1 to such document, provides that Daniel
Bernstein and Alexander Bernstein will not, without the other's consent,
dispose of such Shares (except in limited circumstances to certain family
members and upon death), that each of them has a right of first refusal
with respect to the other's 150,000 Shares in the event that the other
wishes to dispose of such Shares, that any Shares purchased upon the
exercise of such right of first refusal shall be held for at least six
months and that in voting the 150,000 Shares owned by each of them in
connection with an action which could result in a change in control (as
defined) of Bel Fuse Inc., each such shareholder will vote his 150,000
Shares against such transaction or action, unless both shareholders agree
at the time the vote is to be taken to vote their respective 150,000 Shares
in favor of such transaction. The Shareholders Agreement provides that it
will terminate on May 23, 2010 (unless renewed) and upon the second to die
of Daniel Bernstein or Alexander Bernstein. In addition, if either
shareholder sells 75% or more of his 150,000 Shares to a third party in
accordance with the Agreement, then the other shareholder will have the
right to terminate the Agreement.
Item 7. Material to Be Filed as Exhibits
The following shall be filed as exhibits: copies of written
agreements relating to the filing of joint acquisition statements as
required by Rule 13d-1(f) (240.13d-1(f) and copies of all written
agreements, contracts, arrangements, understandings, plans or proposals
relating to (1) the borrowing of funds to finance the acquisition as
disclosed in Item 3; (2) the acquisition of issuer control, liquidation,
sale of assets, merger, or change in business or corporate structure or any
other matter as disclosed in Item 4; and (3) the transfer or voting of the
securities, finder's fees, joint ventures, options, puts, calls, guarantees
of loans, guarantees against loss or of profit, or the giving or
withholding of any proxy as disclosed in Item 6.
The Shareholders Agreement referred to in response to Item 6 was filed
as an Exhibit to the original Schedule 13D dated January 22, 1991.
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.
February 13, 1996 /s/ Daniel Bernstein
Date Signature
Daniel Bernstein
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other
than an executive officer or general partner of this filing person),
evidence of the representative's authority to sign on behalf of such person
shall be filed with the statement, provided, however, that a power of
attorney for this purpose which is already on file with the Commission may
be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
