UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
BEL FUSE INC.
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(Name of Issuer)
CLASS B COMMON STOCK, PAR VALUE $0.10 PER SHARE
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(Title of Class of Securities)
077347300
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(CUSIP Number)
Laura R. Kuntz, Esq.
Lowenstein Sandler PC
65 Livingston Avenue, Roseland, NJ 07068
973-597-2500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 9, 1998
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(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
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(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliot Bernstein
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(7) SOLE VOTING POWER
NUMBER OF 112,682*
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SHARES (8) SHARED VOTING POWER
132,200**
BENEFICIALLY
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(9) SOLE DISPOSITIVE POWER
OWNED BY See box (7)
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EACH REPORTING (10) SHARED DISPOSITIVE POWER
See box (8)
PERSON WITH
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,882
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
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(14) TYPE OF REPORTING PERSON
IN
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* Includes 10,000 shares issuable upon exercise of stock options and 1,522
shares held in Far East Retirement Plan.
** Consists of 13,400 shares held by wife, 18,800 shares held by not-for-profit
corporation of which Mr. Bernstein is president and trustee, and 100,000 shares
held in a family partnership.
<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 Elliot Bernstein. Mr.
Bernstein's business address is c/o Bel Fuse Inc., 198 Van Vorst
Street, Jersey City, New Jersey 07302.
(c) Mr. Bernstein's present principal occupation is as the Chairman and
Chief Executive Officer of the Issuer. The address of the Issuer 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 244,882 shares of Class B Common Stock (including
10,000 shares covered by options), or 9.4% 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 112,682
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 132,200 shares of Class B Common Stock, of
<PAGE>
which 13,400 shares are held by Sybil Bernstein, his wife, 18,800
shares are held by The Andrew Bernstein Foundation, Inc., a
not-for-profit corporation of which Mr. Bernstein is president and
trustee, and 100,000 shares are held by E&S Bernstein Family Limited
Partnership, a family partnership.
Sybil Bernstein. Mrs. Bernstein has an address at 18 Ridge Road, Glen
Cove, New York 11542 and her present principal occupation is as an
interior designer. 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,
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.
The Andrew Bernstein Foundation, Inc. The Andrew Bernstein Foundation,
Inc. (the "Foundation") is a not-for-profit corporation organized under
the laws of the State of New Jersey. The address of the Foundation
is 198 Van Vorst Street, Jersey City, New Jersey 07302. The Foundation
was formed for charitable purposes.
E&S Bernstein Family Limited Partnership. The E&S Bernstein Family
Limited Partnership (the "Partnership") is a limited partnership
organized under the laws of the State of New York. The address of the
Partnership is 18 Ridge Road, Glen Cove, New York 11542. Sybil and
Elliot Bernstein are the only general partners of the Partnership. The
Partnership was formed for estate planning purposes.
During the past five years, neither the Foundation nor the Partnership
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor have the Foundation or the
Partnership been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which they
were or are 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.
(c) Mr. Bernstein made a gift of 4,000 shares of Class B Common Stock on
December 21, 1998. The gift was effected through the Issuer's transfer
agent.
(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)
ELLIOT BERNSTEIN
By: /s/ Laura R. Kuntz, Attorney-in-Fact
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(Signature)
Elliot Bernstein
By: Laura R. Kuntz, Attorney-in-Fact
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(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/ Elliot Bernstein
Elliot Bernstein
