UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
OEA, Inc.
(Name of Issuer)
Common Stock, $0.10 par value)
(Title of Class of Securities)
670826106
(CUSIP Number)
S. Lee Terry, Jr.
Gorsuch Kirgis LLP
Tower I, Suite 1000
1515 Arapahoe Street
Denver, Colorado 80202
(303) 376-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 17, 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 Sections 240.13d-1(e), 240.13d-1(f), or
240.13d-1(g), check the following box [ ].
CUSIP No. 670826106
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Charles B. Kafadar
###-##-####
2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) Source of Funds
OO
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
U.S.A.
Number of Shares 7) Sole Voting Power 108,945
Beneficially Owned 8) Shared Voting Power 1,591,610
By Each Reporting 9) Sole Dispositive Power 108,945
Person With 10) Shares Dispositive
Power 1,591,610
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,700,555
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row (11)
8.3%
14) Type of Reporting Person
IN
SCHEDULE 13D
CHARLES B. KAFADAR
Item 1 Security and Issuer
$0.10 par value Common Stock ("the Shares") of OEA, Inc. (the
"Company"), 34501 E. Quincy Avenue, P.O. Box 100488, Denver,
Colorado 80250
Item 2 Identity and Background
(a) Name: Charles B. Kafadar
(b) Business 34501 E. Quincy Avenue, P.O. Box 100488
Address: Denver, Colorado 80250
(c) Occupation: President and Chief
Operating Officer
OEA, Inc.
34501 E. Quincy Avenue, P.O. Box 100488
Denver, Colorado 80250
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
The January 17, 1998 transaction which made the Reporting Person
subject to reporting was his appointment upon the death of his
father, Ahmed D. Kafadar, as co-trustee with four other persons
of the Ahmed D. Kafadar Trust (the "ADK Trust"), which at the
time of appointment held 1,167,597 Shares. On January 17, 1998,
the Reporting Person also had the right to receive 408,312
Shares pursuant to a distribution as a result of the death, but
the Shares were not actually issued until February 9, 1998. No
funds were involved in either transaction.
The Reporting Person disclaims beneficial ownership of the
Shares held by the ADK Trust pursuant to Rule 13d-4, except that
the Reporting Person is also a beneficiary of approximately 20%
to 25% of the ADK Trust's assets, and of approximately 25% of
the Maryanna B. Kafadar Family Trust's assets, which holds
568,838 Shares.
Item 4. Purpose of Transaction
See Item 3.
(a) Unless agreed otherwise, all 5 co-trustees of the ADK Trust
must agree unanimously to take action on behalf of the ADK
Trust. Therefore, the Reporting Person has shared voting and
dispositive power with respect to the Shares held by the ADK
Trust. The Reporting Person is not aware of any plan to dispose
of the Shares held by the ADK Trust, although there is a
possibility that an undetermined amount of such Shares may be
sold to pay the estate tax obligations of Ahmed D. Kafadar's
estate or that Shares may be distributed to the beneficiaries
and then sold at their discretion.
The Shares owned beneficially for which the Reporting Person has
sole voting and dispositive power are held for investment.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
Item 5. Interest in Securities of the Issuer
(a) 1,700,555 Shares of Common Stock (8.3%) beneficially owned
(based on the 20,576,257 Shares reported to be outstanding
on December 10, 1997 in the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended October 31, 1997),
which includes options to purchase 35,500 Shares and
424,013 held jointly with spouse. Excludes the following
held by spouse as to which beneficial ownership is
disclaimed by the Reporting Person: 10,250 owned directly
and 36,057 Shares owned as custodian for minor children.
The Reporting Person is not a member of a group.
(b) Number of Shares as to which there is sole power to vote -
108,945; shared power to direct the vote - 1,591,610; sole
power to direct the disposition - 108,945; shared power to
direct the disposition - 1,591,610.
(c) None.
(d) The other co-trustees of the Trust referred to in Item 3
are: James Kafadar, Karen Kafadar, Shirene Kafadar and
Claudia Kafadar.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
See Item 4.
Item 7. Material to be filed as Exhibits
None.
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.
Date: September 23, 1998 /s/Charles B. Kafadar
Charles B. Kafadar
