UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
BEL FUSE INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS B COMMON STOCK, PAR VALUE $0.10 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
077347300
- --------------------------------------------------------------------------------
(CUSIP Number)
Laura R. Kuntz, Esq.
Lowenstein Sandler PC
65 Livingston Avenue, Roseland, NJ 07068
973-597-2500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 9, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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. 077347300
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Howard B. Bernstein
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 140,000
---------------------------------------------------------
SHARES (8) SHARED VOTING POWER
250*
BENEFICIALLY
---------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
OWNED BY See box (7)
---------------------------------------------------------
EACH REPORTING (10) SHARED DISPOSITIVE POWER
See box (8)
PERSON WITH
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,250
- --------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Held by wife.
<PAGE>
Item 1. Security and Issuer
Class B Common Stock, par value $0.10 per share ("Class B Common Stock")
Bel Fuse Inc. (the "Issuer")
198 Van Vorst Street
Jersey City, New Jersey 07302
Item 2. Identity and Background
(a-b) This Schedule 13D is filed on behalf of Howard B. Bernstein. Mr.
Bernstein maintains a business address at c/o Bel Fuse Inc., 198 Van
Vorst Street, Jersey City, New Jersey 07302.
(c) Mr. Bernstein, who is presently retired, is a member of the Board of
Directors of the Issuer. Mr. Bernstein's business address is stated
above.
(d-e) During the past five years, Mr. Bernstein has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has Mr. Bernstein been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a
result of which he 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.
(f) Mr. Bernstein is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
This Schedule 13D is filed to report shares of Class B Common Stock
held by Mr. Bernstein as a result of the recapitalization of the Issuer. Each
share of the Issuer's Common Stock was reclassified as one-half share of Class A
Common Stock and one-half share of Class B Common Stock effective July 9, 1998.
A more complete description of the recapitalization is set forth under the
caption "Proposal Three - The Recapitalization Proposal" in the Issuer's 1998
Proxy Statement on Schedule 14A filed with the Commission which is incorporated
herein by reference. Prior to the recapitalization, Mr. Bernstein had reported
his ownership in the Issuer on Schedule 13G, in accordance with the rules of the
Commission.
Item 4. Purpose of Transaction
See Item 3.
Mr. Bernstein has no present plans or proposals of the type set forth
in paragraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Bernstein may, from
time to time, purchase additional shares of Class B Common Stock or dispose of
all or a portion of the shares of Class B Common Stock beneficially owned by
him, either in the open market or in privately negotiated transactions.
Item 5. Interest in Securities of the Issuer
(a) As of December 31, 1998, there were 2,603,308 shares of Class B Common
Stock issued and outstanding. As of that same date, Mr. Bernstein
beneficially owned 140,250 shares of Class B Common Stock, or 5.4% of
the total outstanding shares of Class B Common Stock.
(b) Mr. Bernstein has sole power to vote, or to direct the vote, and sole
power to dispose, or to direct the disposition, with respect to
140,000 shares of Class B Common Stock. Mr. Bernstein has shared power
to vote or to direct the vote, or shared power to dispose, or to
direct the disposition, with respect to 250 shares of Class B Common
Stock held by his wife, Patricia Bernstein. Mrs. Bernstein, who is not
presently employed, has an address at 21 Big Beech Lane, Colts Neck,
NJ 07722. During the past five years, Mrs. Bernstein has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has Mrs. Bernstein been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which she was or is subject to a judgment,
<PAGE>
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. Mrs. Bernstein is
a citizen of the United States.
(c) Not applicable.
(d) No person is known to Mr. Bernstein to have the right to receive or the
power to direct the receipt of distributions from, or proceeds from the
sale of, the shares of Class B Common Stock beneficially owned by Mr.
Bernstein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Not applicable.
Item 7. Material to Be Filed as Exhibits
Not applicable.
<PAGE>
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 12, 1999
-------------------------
(Date)
HOWARD B. BERNSTEIN
By: /s/ Laura R. Kuntz, Attorney-in-Fact
-------------------------------------
(Signature)
Howard B. Bernstein
By: Laura R. Kuntz, Attorney-in-Fact
--------------------------------------
(Name/Title)
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Peter H. Ehrenberg and Laura R. Kuntz singly, his true and
lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned Schedules 13D and
13G, and Forms 3, 4 and 5 in accordance with Sections 13 and
16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
2. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Schedules 13D or 13G, and Forms 3, 4
or 5 and the timely filing of such Forms with the United
States Securities and Exchange Commission and any other
authority; and
3. take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, including without
limitation the execution and filing of a Form 4 with respect
to a transaction which may be reported on a Form 5, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully and to all intents and purposes as he might
or could do in person, with full power of substitution and resubstitution,
hereby ratifying and confirming all that such attorney-in-fact, or his/her
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act
of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 12th day of February, 1999.
/s/ Howard Bernstein
______________________
Howard Bernstein
