UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
June 18, 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 2,394,726
By Each Reporting 9) Sole Dispositive Power 108,945
Person With 10) Shares Dispositive
Power 2,394,726
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,503,671
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row (11)
12.1%
14) Type of Reporting Person
IN
SCHEDULE 13D/A
AMENDMENT NO. 1
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 Reporting Person is a co-trustee with four other persons of
the Ahmed D. Kafadar Trust (the "ADK Trust"), which at the time
of appointment on January 17, 1998 held 1,167,597 Shares. On
June 2, 1998, the Reporting Person was appointed co-trustee with
four other persons of the Maryanna B. Kafadar Family Trust (the
"Family Trust") which owns 568,838 Shares. Also, on June 2,
1998, the Reporting Person, along with four other persons was
appointed co-trustee of the Ahmed D. Kafadar Marital Trust,
which held 793,478 Shares. On June 11, 1998, the Estate of
Ahmed D. Kafadar transferred 23,418 Shares to the ADK Trust.
Also, on June 11, 1998, 793,478 Shares were transferred by the
Ahmed D. Kafadar Marital Trust to the ADK Trust. On June 18,
1998, the ADK Trust transferred to Claudia F. Kafadar 582,618 of
the Shares received from the Ahmed D. Kafadar Marital Trust,
retaining 210,860 of the Shares transferred to the ADK Trust.
The Ahmed D. Kafadar Marital Trust holds no additional Shares.
No funds were involved in any of the foregoing transactions.
The Reporting Person disclaims beneficial ownership of the
Shares held by the ADK Trust and the Family 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 Family Trust's assets.
Item 4. Purpose of Transaction
See Item 3.
(a) Unless agreed otherwise, all 5 co-trustees of the ADK Trust
and the Family Trust, respectively, must agree unanimously to
take action on behalf of either the ADK Trust or the Family
Trust. Therefore, the Reporting Person has shared voting and
dispositive power with respect to the Shares held by the ADK
Trust and the Family Trust. The Reporting Person is not aware
of any plan to dispose of the Shares held by either the ADK
Trust or the Family Trust, although there is a possibility that
an undetermined amount of the Shares may be sold to pay the
estate tax obligations of Ahmed D. Kafadar's estate by the ADK
Trust or the Family Trust, or that Shares may be distributed to
the beneficiaries of the ADK Trust or the Family Trust 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) 2,503,671 Shares of Common Stock (12.1%) beneficially owned
(based on the 20,594,757 Shares reported to be outstanding
on June 10, 1998 in the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended May 1, 1998), which
includes options to purchase 17,500 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 - 2,394,726; sole
power to direct the disposition - 108,945; shared power to
direct the disposition - 2,394,726.
(c) None.
(d) The other co-trustees of the ADK Trust and of the Family
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
