<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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
February 18, 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 486,100 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
486,100 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 486,100 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
486,100 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 486,100 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
486,100 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. 1 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.
Item 2. Identity and Background.
Paragraph (a) of Item 2 is hereby amended and restated as follows:
(a) This statement is being filed on behalf of (i) Benson Partners I,
L.P., a Delaware limited partnership ("Benson Partners"), (ii) Benson
Services, Inc., a Delaware corporation ("Benson Services") and (iii) Benson
Eyecare Corporation, a Delaware corporation ("Benson Eyecare"). The sole
general partner of Benson Partners is Benson Services. Benson Services is a
wholly owned subsidiary of Benson Eyecare. Martin E. Franklin and Warren B.
Kanders, the Chairman and Vice Chairman, respectively, of Benson Eyecare
together beneficially own 6,800,000 million shares representing 37.0% of the
outstanding shares of common stock of Benson Eyecare and may be deemed to
control Benson Eyecare. Benson Partners, Benson Services and Benson Eyecare
are hereinafter collectively referred to as the "Reporting Entities."
Information with respect to the directors and executive officers of Benson
Services and Benson Eyecare is set forth on Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
The 486,100 shares of Common Stock beneficially owned by the Reporting
Entities (the "Acquired Shares") were acquired in brokered transactions for an
aggregate purchase price of $7,481,441.28. 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
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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 the
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, an article appeared in Bloomberg Financial Markets
Commodities News, a copy of which is attached hereto as Exhibit I, in
connection with the issuance by the Company of a press release in which the
Company announced that it had hired Donaldson, Lufkin & Jenrette Securities
Corporation 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.
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), (b) 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 486,100 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 8.01% of the outstanding
shares of Common Stock, based upon the 6,072,049 shares of Common Stock
outstanding as of November 15, 1993 as reported by the Company in its
Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1993.
(b) The Reporting Entities share the power to vote or to direct the
vote, and share the power to dispose or to direct the disposition of, the
Acquired Shares.
(c) The following sets forth all transactions by or on behalf of Benson
Partners involving the Common Stock since the most recent filing on Schedule
13D on January 13, 1994, indicating (i) the date of the transaction, (ii) the
number of
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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
01/21/94 5,000 17.6250
01/28/94 7,306 18.2500
01/28/94 4,394 18.2500
02/03/94 4,500 17.8750
02/04/94 17,300 17.7486
02/07/94 2,500 17.3125
02/09/94 700 17.3750
02/10/94 1,500 17.7500
02/17/94 3,000 17.8750
02/18/94 20,000 19.5000
02/18/94 45,000 18.9170
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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: February 22, 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
90070225
<PAGE>9
Schedule I
A. Benson Services, Inc.
Business Principal
Name and Position Address Occupation
Martin E. Franklin* Suite B-302 Chairman,
President, CEO 555 Theodore Fremd Ave. Benson Eyecare
and Director Rye, NY 10580
Warren B. Kanders Suite B-302 Vice Chairman,
Director 555 Theodore Fremd Ave. Benson Eyecare
Rye, NY 10580
Ian G.H. Ashken* Suite B-302 CFO,
Vice President, 555 Theodore Fremd Ave. Benson Eyecare
Treasurer, Ass. Rye, NY 10580
Secretary and
Director
Peter H. Trembath Benson Eyecare General Counsel
Secretary and 10900 Red Circle Dr. Benson Eyecare
General Counsel Minnetonka, MN 55343
Desiree DeStefano Suite B-302 Vice President,
Vice President 555 Theodore Fremd Ave. Benson Eyecare
Rye, NY 10580
* Citizen of the United Kingdom.
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B. Benson Eyecare Corporation
Business Principal
Name and Position Address Occupation
Martin E. Franklin* Suite B-302 Chairman,
Chairman, CEO 555 Theodore Fremd Ave. Benson Eyecare
and Director Rye, NY 10580
Warren B. Kanders Suite B-302 Vice Chairman,
Vice Chairman 555 Theodore Fremd Ave. Benson Eyecare
and Director Rye, NY 10580
Ian G.H. Ashken* Suite B-302 CFO,
CFO, Ass. Secretary 555 Theodore Fremd Ave. Benson Eyecare
and Director Rye, NY 10580
Douglas S. Roberts 406 Channel Drive Corporate Advisor
Director Monmouth Beach, NJ 08701 IVAX Corporation
1950 Swarthmore Ave.
Lakewood, NJ 08701
Burtt R. Ehrlich Smith, Train Counsel Consultant
Director 667 Madison Ave.
18th Floor
New York, NY 10021
Dr. Charles F. Sydnor Alamance Eye Center Doctor
Director 1214 Vaughn Rd. Alamance Eye
Burlington, NC 27215 Center
Dr. Charles D. Fritch Eye Care Doctor
Director 2525 Eye St., Suite A&B Fritch Eye Care
Bakersfield, CA 93301
Raymond S. Troubh 10 Rockefeller Plaza, #712 Director,
Director New York, NY 10020 Benson Eyecare
Desiree DeStefano Suite B-302 Vice President,
Vice President 555 Theodore Fremd Ave. Benson Eyecare
Rye, NY 10580
Peter H. Trembath Benson Eyecare General Counsel
Secretary and 10900 Red Circle Dr. Benson Eyecare
General Counsel Minnetonka, MN 55343
* Citizen of the United Kingdom.
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Exhibit Index
Exhibit I -- Bloomberg Financial Markets Commodities News, "Optical
Radiation Hires Donaldson, Lufkin to Lay Plans," February 17,
1994.
<PAGE>1
EXHIBIT I
Optical Radiation Hires Donaldson, Lufkin to Lay Plans
Azusa, Calif., Feb. 17 (Bloomberg) -- Optical Radiation Corp. said today
it has hired Donaldson, Lufkin & Jenrette Securities to advise it on strategic
plans, including valuing the company for possible sale.
Optical Radiation hasn't received a buyout offer, though last September
it did receive a preliminary inquiry from Benson Eyecare Corp.
In the letter, Benson said "they might be interested in acquiring the
company," and stated a price range they'd be interested in paying, said
Richard Wood, president and chief executive of Optical Radiation.
Wood declined to elaborate, and Benson officials weren't available for
comment. Benson already owns a 6.2% stake in Azusa, Calif.-based Optical
Radiation, which makes optical and electro-optical products for medical,
scientific and industrial applications.
In addition to the possible buyout, DLJ will also be examining the
potential spinoff of the company's consumer optical business. Still, the
spinoff "is really a minor issue," and dates back to a proposal made almost
three years ago, Wood said.
DLJ also will be examining whether Optical Radiation might reorganize
itself, or launch a joint venture to lower its level of research and
development costs, Wood said.
The underlying aim of DLJ's efforts is to figure out how to raising the
company's stock price, which Wood feels has been depressed by negative news
from its surgical products unit.
"There's been a fair stream of litigation and problems," Wood said. Last
November, for example, the Food and Drug Administration seized its entire
inventory of intraocular lenses used in cataract surgery.
"That division accounts for 20% of our sales and accounts for 95% of our
news," Wood said. Because of the bad press, "the stock's been depressed far
too long," he said.
Actually, Optical Radiation shares have been doing very well the past few
months, rising from 11 3/4 last November following the FDA news to close at 17
3/4, up 1/2, in trading Thursday on the Nasdaq system.
<PAGE>2
That's a gain of more than 50%, and just below its 12-month high of 19
3/4 on Sept. 17, 1993. At just what price should Optical Radiation shares be
selling?
"If I had a real good feel for that then I wouldn't hire DLJ," Wood said,
"I guess I need someone from the marketplace to answer that question."
