<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Optical Radiation Corporation
(Name of Issuer)
Common Stock, Par Value $0.50
(Title of Class of Securities)
6838361
(CUSIP Number of Class of Securities
Martin E. Franklin
Benson Eyecare Corporation
Suite B-302
555 Theodore Fremd Avenue
Rye, New York 10580
(914) 967-9400
(Name, Address and Telephone Number of Person)
Authorized to Receive Notices and Communications
Copies to:
William J. Grant, Jr.
Willkie Farr & Gallagher
153 East 53rd Street
New York, NY 10022
(212) 821-8000
May 11, 1994
(Date of Event which Requires
Filing of this Schedule)
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 Rule 13d-1(b)(3) or (4), check the
following:
Check the following box if a fee is being paid with this statement: / /
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SCHEDULE 13D
CUSIP No. 6838361
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benson Partners I, L.P.
13-3744098
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
- 0 - shares of Common Stock (See Item 5)
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 529,950 shares of Common Stock (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON - 0 - shares of Common Stock (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
529,950 shares of Common Stock (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
See Item 5 below
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5 below
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 6838361
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benson Services, Inc.
13-3741354
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
- 0 - shares of Common Stock (See Item 5)
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 529,950 shares of Common Stock (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON - 0 - shares of Common Stock (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
529,950 shares of Common Stock (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
See Item 5 below
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5 below
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 6838361
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benson Eyecare Corporation
13-3368387
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
- 0 - shares of Common Stock (See Item 5)
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 529,950 shares of Common Stock (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON - 0 - shares of Common Stock (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
529,950 shares of Common Stock (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
See Item 5 below
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5 below
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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This Amendment No. 3 to Schedule 13D is being filed on behalf of Benson
Partners I, L.P., Benson Services, Inc. and Benson Eyecare Corporation
(collectively, the "Reporting Entities") relating to the purchase by the
Reporting Entities of shares (the "Acquired Shares") of common stock, par
value $0.50 per share (the "Common Stock"), of Optical Radiation Corporation,
a California corporation (the "Company"); and should be read in conjunction
with the Schedule 13D filed with the Securities and Exchange Commission (the
"Commission") on January 13, 1994, as amended by Amendment No. 1 to Schedule
13D filed with the Commission on February 22, 1994 and by Amendment No. 2 to
Schedule 13D filed with the Commission on April 18, 1994.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated as follows:
The Reporting Entities have purchased the Acquired Shares as an
investment and may from time to time acquire or dispose of additional shares
of Common Stock through open market or privately negotiated transactions
depending on existing market and economic conditions. The Reporting Entities
intend to review their investment in the Company on a continuing basis and,
depending upon the price and availability of shares of Common Stock,
subsequent developments affecting the Company, the Company's business and
prospects, other investment and business opportunities available to the
Reporting Entities and other factors considered relevant, may decide to
increase or decrease the size of their investment in the Company.
On February 17, 1994, the Company announced that it had engaged an
independent financial advisor to advise it on strategic plans, including
valuing the Company for a possible sale, a potential spinoff of the Company's
consumer optical business, a corporate reorganization or a possible joint
venture. In evaluating the possible sale of the Company, the Company's
financial advisor has requested Benson Eyecare to submit an offer for all or
part of the Company on or prior to May 16, 1994 for consideration by the
Company. On May 11, 1994, Benson Eyecare informed the Company in writing of
its offer to purchase, subject to the satisfaction of certain conditions, all
the outstanding shares of the Company's Common Stock for a purchase price of
$21 per share, consisting of $17 in cash and $4 in Benson Eyecare common
stock. A copy of Benson Eyecare's offer is attached hereto as Exhibit I.
Except as described above, the Reporting Entities have no present plans
or proposals with respect to any material change in the Company's business or
corporate structure or any other action referred to in clauses (a) through (j)
of Item 4 of Schedule 13D.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: May 11, 1994
BENSON PARTNERS I, L.P.
By: Benson Services, Inc.
General Partner
By: /s/ Martin E. Franklin
President
BENSON SERVICES, INC.
By: /s/ Martin E. Franklin
President
BENSON EYECARE CORPORATION
By: /s/ Martin E. Franklin
Chairman
90070272
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Exhibit I
BENSON EYECARE CORPORATION
SUITE B-302
555 Theodore Fremd Avenue
Rye, New York 10580
TELEPHONE: 914-967-9400
TELECOPY: 914-967-9405
914-967-9407
Martin E. Franklin
CHAIRMAN OF THE BOARD
May 11, 1994
Mr. Richard D. Wood
Chairman, President and CEO
Optical Radiation Corporation
1300 Optical Drive
Azusa, CA 91702
Dear Dick:
As you know from our recent discussions and Benson Partners I, L.P.'s position
as one of your company's largest shareholders, we have great respect for
Optical Radiation Corporation and its products. We believe that a business
combination with Benson Eyecare Corporation would serve the best interests of
Optical Radiation and all of its shareholders. Consequently, we propose that
Benson Eyecare acquire Optical Radiation for $21.00 per share, consisting of
$17.00 in cash and $4.00 in Benson Eyecare common stock. Naturally, we would
be prepared to increase our offer should we gain further insights through
discussions with you that would justify such an action. We believe that
direct negotiations provide the best means of assessing values and maximizing
values for Optical Radiation's shareholders. It is our view that this price
represents fair and generous consideration to your shareholders given the
information provided to Benson Eyecare to date.
We firmly believe that the complementary markets for eyecare products that we
both serve provide significant opportunities for future growth. For example,
the highly successful distribution capabilities of The Foster Grant Group
within Benson Eyecare provide a significant expansion opportunity to the
Orcolite lens manufacturing operations of Optical Radiation. A combination of
our businesses could realize numerous similar synergies and cross-selling
opportunities, from which your shareholders would benefit through ownership of
Benson Eyecare common stock.
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Mr. Richard D. Wood
May 11, 1994
Page 2
Benson Eyecare will pay, in cash, the difference between the exercise price of
all vested stock options and $21.00 per share. Our company maintains a strong
philosophy of management participation in its operations. Consequently, key
management will receive new stock options as participants in the Benson Stock
Option Plan. The level of options to be issued will be agreed upon as part of
a definitive acquisition agreement.
Our offer is subject to the negotiation and execution of a definitive
acquisition agreement, which we anticipate would contain necessary terms and
conditions, including customary representations, warranties and covenants, and
conditions precedent such as Hart-Scott-Rodino approval. At the time such
definitive agreement is executed, our offer will be fully-financed and not
subject to the completion of any financing arrangements. Our offer is also
subject to the condition that Optical Radiation not enter into any contracts
of material importance outside of its ordinary course of business.
We are confident that you will want to give our offer your prompt
consideration. I am also sure you can appreciate that with a firm offer of
this kind, time is of the essence. Consequently, we request that you respond
to our offer no later than May 18, 1994 or notify us of your wish to enter
into direct negotiations to swiftly conclude a transaction and deliver maximum
value to shareholders on a timely basis.
We believe that the combination of Optical Radiation with Benson Eyecare
contemplated by our offer is an exciting prospect and one that offers
significant positive benefits for your shareholders, employees and customers.
The significant appreciation in Optical Radiation's share price since we began
declaring our interest in the company might suggest that the market agrees
with our view. We look forward to pursuing a mutually beneficial transaction
with you, and would welcome the opportunity to discuss our offer in further
detail with you and your Board of Directors. Please contact either myself or
Gregg Polle of Salomon Brothers (212-783-6302) should you have any questions
or wish to schedule a meeting.
Very truly yours,
Martin E. Franklin
Chairman and CEO
