UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
November 19, 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 465,313
By Each Reporting 9) Sole Dispositive Power 108,945
Person With 10) Shares Dispositive
Power 465,313
11) Aggregate Amount Beneficially Owned by Each Reporting Person
574,258
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row (11)
2.8%
14) Type of Reporting Person
IN
SCHEDULE 13D/A
AMENDMENT NO. 2
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
Not Applicable.
Item 4. Purpose of Transaction
The Reporting Person has previously reported that he was a co-
trustee with four other persons of the Ahmed D. Kafadar Trust
(the "ADK Trust"), which currently owns 1,397,842 Shares and
that he was a co-trustee with four other persons of the Maryanna
B. Kafadar Family Trust (the "Family Trust") which currently
owns 568,838 Shares. On November 19, 1998, the Reporting Person
delegated his authority as a named trustee with respect to all
Shares held by the ADK Trust and by the Family Trust, and
therefore his shared voting and dispositive power with respect
to such Shares, to one of the other trustees for each of the ADK
Trust and the Family Trust. On December 4, 1998, Claudia
Kafadar, one of the co-trustees of the ADK Trust and of the
Family Trust, resigned as co-trustee of both of the Trusts. No
funds were involved in 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 notwithstanding the fact 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.
(a) Unless agreed otherwise, all of the co-trustees of the ADK
Trust and the Family Trust who retain voting and dispositive
power over the Trust Shares (i.e., all co-trustees other than
the Reporting Person), must agree unanimously to take action on
behalf of either the ADK Trust or the Family Trust. In order to
pay federal and estate taxes relating to the Estate of Ahmed D.
Kafadar (the "Estate") and expenses of the Estate and the ADK or
Family Trust, the ADK or Family Trust may sell some or all of
the Shares held by either Trust or distribute Shares to
beneficiaries who become responsible for the payment of all or
part of such taxes and expenses. In addition, distributions of
the Shares or proceeds may be made to beneficiaries of either of
the Trusts. The beneficiaries of the Trusts consist of the
Reporting Person, Claudia Kafadar, Shirene Kafadar, James
Kafadar and Karen Kafadar.
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) 574,258 Shares of Common Stock (2.8%) beneficially owned
(based on the 20,599,101 Shares reported to be outstanding
on December 11, 1998 in the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended October 30, 1998),
which includes options to purchase 17,500 Shares and
465,313 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 - 465,313; sole
power to direct the disposition - 108,945; shared power to
direct the disposition - 465,313.
(c) The Reporting Person jointly with his spouse (i) purchased
in the open market 46,500 Shares on September 24, 1998 (200
at $10.50, 3,100 at $10.375, 31,100 at $10.625, 2,100 at
$10.4375 and 10,000 at $10.5625; (ii) gifted 4,000 Shares
on November 4, 1998 through a broker transaction; and (iii)
gifted 1,200 Shares on November 25, 1998 through a broker
transaction.
(d) The other co-trustees of the ADK Trust and of the Family
Trust referred to in Item 3 are: James Kafadar, Karen
Kafadar and Shirene Kafadar.
(e) The Reporting Person ceased to be the beneficial owner of
more than five percent of the Shares on November 19, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Delegation of Powers attached hereto as Attachment 1.
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: January 7, 1999 /s/ Charles B. Kafadar
Charles B. Kafadar
Attachment 1
DELEGATION OF POWERS
Charles B. Kafadar ("Charles"), James D. Kafadar ("James"), and Karen
Kafadar ("Karen") are three of the Co-Trustees of the AHMED D. KAFADAR
TRUST (the "Trust") created by Ahmed D. Kafadar by Declaration of Trust on
February 9, 1973, and amended and restated in its entirety on December 16,
1996 (the "Trust Agreement"). Among the assets held in the Trust are
shares of stock of OEA, Inc. (the "OEA Shares"). Pursuant to the
provisions of Section 3-2.7 of the Trust Agreement, Charles hereby
delegates to James all of his powers and duties as a Trustee of the Trust
with respect to the OEA Shares only, including the right to vote, and the
power to effectuate sales, transfers, purchases, investments, and
distributions of the OEA Shares. If at any time James is unable or
unwilling to act as a Trustee, Charles hereby appoints Karen as the
successor to James with respect to the rights, powers, and duties granted
hereunder.
This Delegation of Powers shall be effective on the date written
below, shall be irrevocable, and shall expire on its own terms one year
after the effective date.
Dated this 19th day of November, 1998.
/s/ Charles B. Kafadar /s/James D. Kafadar
CHARLES B. KAFADAR JAMES D. KAFADAR
/s/Karen Kafadar
KAREN KAFADAR
