<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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
April 15, 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: / /
<PAGE>2
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.
<PAGE>3
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.
<PAGE>4
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.
<PAGE>5
This Amendment No. 2 to Schedule 13D is being filed on behalf of the
Reporting Entities (defined below) relating to the 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 on January 13, 1994, as amended by Amendment No. 1 to
Schedule 13D filed on February 22, 1994.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
The 529,950 shares of Common Stock beneficially owned by the Reporting
Entities (the "Acquired Shares") were acquired in brokered transactions for an
aggregate purchase price of $8,330,935.90. The primary source of funds for
the purchase of the Acquired Shares was investment capital contributed by the
partners of Benson Partners. A portion of the purchase price of the Acquired
Shares was attributable to margin borrowings.
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.
Because Benson Eyecare and the Company provide complementary consumer
products and services through similar channels of distribution and have
excellent reputations in the eyecare industry, in July 1993 Benson Eyecare
initiated discussions with the Company regarding a possible friendly business
combination. Benson Eyecare pursued such discussions with the management of
the Company on several occasions thereafter. At the conclusion of these
discussions, the Company indicated that it was not in a position to consider
an offer for the Company at such time.
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. Benson Eyecare and its representatives have met with the Company and
its representatives and may do so in the future. The Company's financial
advisor has circulated preliminary information seeking indications of interest
regarding a possible
<PAGE>6
transaction for all or part of the Company. The Reporting Entities are
currently assessing their level of interest, if any.
Although the Reporting Entities continue to be interested in the
Company, as of the date hereof, the Reporting Entities are holding the
Acquired Shares solely for investment purposes. The Reporting Entities have
made no decision to increase or decrease the size of their investment in the
Company and, except as described above, 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.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) and (c) of Item 5 are hereby amended and restated as
follows:
(a) As of the date of this Schedule, Benson Partners is the beneficial
owner of 529,950 shares of Common Stock. By reason of the provisions of Rule
13d-3 of the Securities Exchange Act of 1934, Benson Services, Benson Eyecare
and Messrs. Franklin and Kanders may be deemed to own beneficially the
Acquired Shares. The Acquired Shares represent approximately 9.02% of the
outstanding shares of Common Stock, based upon the 5,878,199 shares of Common
Stock outstanding as of January 31, 1994, as reported by the Company in its
Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1994.
(c) The following sets forth all transactions by or on behalf of Benson
Partners involving the Common Stock since the most recent filing of Amendment
No. 1 to Schedule 13D on February 22, 1994, indicating (i) the date of the
transaction, (ii) the number of shares of Common Stock purchased and (iii) the
price per share with respect to each transaction. All such transactions were
executed in conventional brokerage transactions on the NASDAQ National Market
System.
Number Price
Date of Shares Per Share
03/24/94 10,000 19.5000
03/29/94 15,000 19.3750
03/31/94 6,400 19.1758
04/04/94 5,000 19.0625
04/06/94 1,000 19.5600
04/12/94 850 19.5200
04/14/94 1,500 19.5600
04/15/94 4,000 19.5600
<PAGE>7
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: April 18, 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
