SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 3)1
BELL NATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
078142-10-6
- --------------------------------------------------------------------------------
(CUSIP Number)
ALEXANDER M. MILLEY
3600 RIO VISTA AVENUE, SUITE A
ORLANDO, FLORIDA 32805
(407) 849-1090
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 4, 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 Rule 13d-1(b)(3) or (4), check the following box
|_|
NOTE. Six copies of this statement, including all exhibits, should be
filed with the Commission. SEE Rule 13d- 1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
Page 1 of 25 Pages
The Exhibit Index appears on pages 21 and 22
- --------------------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, SEE
the Notes).
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142-10-6 PAGE 2 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALEXANDER M. MILLEY
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO & PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,546,041**
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,546,041**
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,546,041**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes shares held by other persons joining in this filing.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142-10-6 PAGE 3 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WINCHESTER NATIONAL, INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 148,655
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
148,655
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,655
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142-10-6 PAGE 4 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MILLEY MANAGEMENT INCORPORATED
- --------------------------------------------------------------------------------
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 ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 503,333
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 1,257,567**
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
503,333
------------------------------------
10 SHARED DISPOSITIVE POWER
1,257,567*
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,900*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Consists entirely of shares held by Cadmus Corporation.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142-10-6 PAGE 5 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CADMUS CORPORATION
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO & WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,257,567
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,257,567
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,567
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142-10-6 PAGE 6 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT C. SHAW
- --------------------------------------------------------------------------------
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 ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 500,417
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
500,417
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,417
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142-10-6 PAGE 7 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELXSI CORPORATION
- --------------------------------------------------------------------------------
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 ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,000
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
10,000
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142-10-6 PAGE 8 OF 25 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LIBERTY ASSOCIATES LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
8
Alexander M. Milley ("AMilley"), Winchester National, Inc., a Delaware
corporation ("WNI"), Robert C. Shaw ("RShaw") and Liberty Associates Limited
Partnership, a Delaware limited partnership ("Liberty"), hereby amend their
statement on Schedule 13D dated September 15, 1989 (the "Original Statement"),
as amended by the Amendment No. 1 to the Original Statement dated November 10,
1989 ("Amendment No. 1") and the Amendment No. 2 to the Original Statement dated
November 27, 1989 ("Amendment No. 2"; and the Original Statement as amended by
Amendment No. 1 and Amendment No. 2, the "Amended Statement"), filed with
respect to the Common Stock, no par value (the "Common Stock"), of Bell National
Corporation, a California corporation (the "Issuer"). In addition, Milley
Management Incorporated, a Delaware corporation ("MMI"), Cadmus Corporation, a
Massachusetts corporation ("Cadmus"), and ELXSI Corporation, a Delaware
corporation ("ELXSI"), are joining in this Amendment No. 3 to the Amended
Statement.
Each of the Original Statement, Amendment No. 1 and Amendment No. 2
(the "Prior Filings") was executed and filed by AMilley, WNI, RShaw and Liberty
jointly with other persons and entities, in accordance with Rule 13d-1(k)(1)
(then, Rule 13d-1(f)(1)) promulgated under the Securities Exchange Act of 1934,
as amended (the "Act"). This Amendment No. 3 relates solely to AMilley, WNI,
MMI, Cadmus, RShaw, ELXSI and Liberty (the "Amendment No. 3 Filers") and does do
not relate to any of such other persons or entities who joined in the Prior
Filings. Each Amendment No. 3 Filer hereby disclaims any responsibility for: (i)
the filing of any statements or other information required under Section 13(d)
of the Act and Regulation 13D-G promulgated thereunder relating to any of such
other persons or entities, (ii) the timeliness of the filing of any such
statement or other information, and (iii) the completeness and accuracy of any
such statement or other information.
This Amendment No. 3 is being filed in order to report that:
1. On December 4, 1998, the Issuer acquired all of the outstanding
membership interests in InPath, LLC, a Delaware limited liability
company ("InPath"), a biomedical device company currently developing
point-of-care cytology systems, pursuant to a Stock and Membership
Interests Exchange Agreement, dated as of December 4, 1998 (the "InPath
Agreement"), among the Issuer, InPath and all of the owners of all the
membership interests of InPath (identified hereinbelow; none of whom
are Amendment No. 3 Filers) (the "InPath Members"). Under the Exchange
Agreement, the Issuer issued to the InPath Members, in exchange for
their membership interests in InPath, an aggregate of 4,288,790 shares
of Common Stock and 3,175,850 Common Stock Purchase Warrants (the
"InPath Member Warrants"). The InPath Members are: Peter P. Gombrich
("PGombrich"), individually and as Trustee of the InPath, LLC Voting
Trust; Theodore L. Koenig, as Trustee of each of The EAG Trust, The CMC
Trust, The MDG Trust and The MSD Trust; William J. Ritger; AccuMed
International, Inc.; Nort- hlea Partners Ltd.; Fred H. Pearson, as
Trustee of Fred H. Pearson's Trust; Walter Herbst, as Trustee of the
Sandra Herbst Trust; and Monroe Investments, Inc. The transactions
effected pursuant to the InPath Agreement are hereinafter sometimes
collectively referred to as the "InPath Transactions".
2. Pursuant to a Claims Settlement Agreement, dated as of December 4, 1998
(the "Claims Agreement"), among the Issuer, AMilley, MMI, Cadmus, RShaw
and Liberty: (i) each of AMilley, MMI, Cadmus and RShaw (the
"Claimants"") assigned their rights to receive payment on account of
employment compensation, management fees and other amounts that had
been payable by the Issuer to such Claimants ("Claims"), aggregating
$533,000, in exchange for an aggregate of 1,776,666 shares of Common
<PAGE>
9
Stock, and (ii) Liberty and the Issuer agreed to the termination of
Warrants to Purchase 957,373 shares of Common Stock issued to Liberty
in 1989 (the "Liberty Warrants") and previously reported in the Amended
Statement. The transactions described in the foregoing clause (i) are
hereinafter sometimes collectively referred to as the "Claims
Settlement"; and the transaction described in the foregoing clause (ii)
is hereinafter referred to as the "Liberty Warrants Termination".
3. Pursuant to the Exchange Agreement and Claims Agreement, each InPath
Member, each Claimant and WNI entered into a Stockholders Agreement,
dated as of December 4, 1998 (the "Stockholders Agreement"), with the
Issuer. Among other things, the Stockholders Agreement establishes
certain voting agreements among the InPath Members and such Amendment
No. 3 Filers.
4. In December 1998 Cadmus purchased an aggregate of 652,567 shares of
Common Stock in privately-negotiated transactions from five individuals
(the "Cadmus 1998 Private Purchases"). Two of these individuals were
former executives of the Issuer's Payne Fabrics, Inc. (now, PFI
National Corporation) subsidiary, and their shares were first acquired
by them upon the exercise of Stock Appreciation Rights ("SARs") granted
by the Issuer in 1990 under Stock Appreciation Rights Agreements ("SAR
Agreements") between the Issuer and such individuals; two of these
individuals were former financial advisors to the Issuer, and their
shares were first acquired by them upon the exercise of SARs granted by
the Issuer in 1989 under SAR Agreements between the Issuer and such
individuals; and the fifth of these individuals was a member of the
Board of Directors of the Issuer until he resigned in November 1998.
5. In November and December 1998 Cadmus purchased an aggregate of 450,000
SARs from two individuals. One of these individuals was the former
member of the Board of Directors of the Issuer referenced in item 4
immediately above; the other individual was another member of the Board
of Directors of the Issuer until he resigned in November 1998 (the
"Cadmus 1998 SAR Purchases").
6. In December 1998 ELXSI purchased 10,000 shares of Common Stock through
an open market trade (the "ELXSI 1998 Market Purchase").
7. In December 1998 AMilley purchased 10,000 shares of Common Stock
through an open market trade (the "AMilley 1998 Market Purchase").
8. In December 1998 Cadmus purchased 5,000 shares of Common Stock through
an open market trade (the "Cadmus 1998 Market Purchase").
NOTE ON GROUP STATUS AND FILING
As a result of the voting and other agreements set forth in the
Stockholders Agreement, AMilley, WNI, MMI, Cadmus and RShaw (the "Stockholders
Agreement Party-Filers") and the InPath Members may be deemed to be persons who
have agreed "to act together for the purpose of acquiring, holding, voting or
disposing of" Common Stock within the meaning Rule 13d-5(b)(1) under the Act.
Accordingly: (i) under such Rule 13d-5(b)(1) the Stockholders Agreement
Party-Filers and InPath Members may be deemed to have formed a "group" within
the meaning of such Rule and Section 13(d)(3) of the Act; and (ii) by operation
of such Rule 13d-5(b)(1), such group (if it is deemed to exist) is deemed to be
the beneficial owner of all equity securities of the Issuer beneficially owned
by any Stockholders Agreement
<PAGE>
10
Party-Filer or InPath Member. As permitted under Rule 13d-4 promulgated under
the Act, each Stockholders Agreement Party-Filer hereby disclaims beneficial
ownership of any and all equity securities of the Issuer held by the InPath
Members or any "group" that includes InPath Members. The Stockholders Agreement
Party-Filers have checked the box at 12 on pages 2 through 6 of this Amendment
No. 3 in order to express (or further express) the foregoing disclaimer.
Furthermore, as permitted under item "(2)" of the "Instructions for Cover Page"
of Schedule 13D (Rule 13d-101) promulgated under the Act, each Stockholders
Agreement Party-Filer (and each other Amendment No. 3 Filer) hereby disclaims:
(a) membership in any "group" that includes InPath Members, and (b) that the
relationship of the Stockholders Agreement Party-Filers (and other Amendment No.
3 Filers), on the one hand, and the InPath Members, on the other hand, is one
that constitutes or forms a "group" within the meaning of Section 13(d)(3) of
the Act or Rule 13d-5(b)(1) promulgated thereunder. The Stockholders Agreement
Party-Filers have checked the box at 2(b) on pages 2 through 6 of this Amendment
No. 3 in order to express (or further express) the foregoing disclaimers.
This Amendment No. 3 relates solely to the Amendment No. 3 Filers, who
have executed and are filing herewith a Joint Filing Agreement pursuant to Rule
13d-1(k)(1) under the Act, and does not relate to any of the InPath Members or
any "group" that includes InPath Members. Each Amendment No. 3 Filer hereby
disclaims any responsibility for: (i) the filing of any statements or other
information required under Section 13(d) of the Act and Regulation 13D-G
promulgated thereunder relating to any of the InPath Members or any "group" that
includes InPath Members, (ii) the timeliness of the filing of any such statement
or other information, and (iii) the completeness and accuracy of any such
statement or other information.
See Item 5 hereinbelow for the nature of the beneficial ownership of
the Common Stock reported herein by the Amendment No. 3 Filers and certain
disclaimers in relation thereto.
Except as set forth herein, there has been no material change in the
facts set forth in the Amended Statement. Items and sub-items not expressly
addressed herein are inapplicable with respect to the Amendment No. 3 Filers, or
the responses to them with respect to the Amendment No. 3 Filers either are
negative or have not changed from those of the Amended Statement.
ITEM 1. SECURITY AND ISSUER
The Amended Statement and this Amendment No. 3 relates to the Common
Stock, no par value (the "Common Stock"), of Bell National Corporation, a
California corporation (the "Issuer") whose principal executive offices are now
located at 900 North Franklin Street, Suite 210, Chicago, Illinois 60610.
ITEM 2. IDENTITY AND BACKGROUND
The persons joining in this filing are: (1) Alexander M. Milley, a
natural person ("AMilley"); (2) Winchester National, Inc., a Delaware
corporation ("WNI"); (3) Milley Management Incorporated, a Delaware corporation
("MMI"); (4) Cadmus Corporation, a Massachu-setts corporation ("Cadmus"); (5)
Robert C. Shaw, a natural person ("RShaw"); (6) ELXSI Corporation, a Delaware
corporation ("ELXSI"); and (7) Liberty Associates Limited Partnership, a
Delaware limited partnership ("Liberty").
<PAGE>
11
The principal business of each of MMI, Cadmus and Winchester is
engaging in investment and management consulting activities. The principal
business of ELXSI is: (i) through its Cues Division ("Cues"), manufacturing and
servicing video inspection and rehabilitation equipment for wastewater and
drainage systems primarily for governmental municipalities, service contractors
and industrial users, and (ii) through its Bickford's Family Restaurants
Division ("Bickford's"), owning and operating a chain of family-style
restaurants in New England. The principal business of Liberty was holding the
Liberty Warrants. The address of the principal business and office of each of
the foregoing Amendment No. 3 Filers is 3600 Rio Vista Boulevard, Suite A,
Orlando, Florida 32805.
The directors of WNI are AMilley and Steven D. Hollopeter
("SHollopeter"), and the executive officers of WNI are Thomas R. Druggish
("TDruggish") and David M. Doolittle ("DDoolittle"). AMilley is the sole
director and an executive officer of MMI, and the other executive officers of
MMI are TDruggish and DDoolittle. The directors of Cadmus are AMilley, RShaw,
DDoolittle and Philip F. Strassler ("PStrassler"), and the executive officers of
Cadmus are AMilley, DDoolittle and TDruggish. The directors of ELXSI are
AMilley, RShaw, Kevin P. Lynch ("KLynch"), Farrokh K. Kavarana ("FKavarana") and
Denis M. O'Donnell ("DO'Donnell"), and the executive officers of ELXSI are
AMilley, KLynch, TDruggish, DDoolittle and Daniel E. Bloodwell ("DBloodwell").
The sole general partner of Liberty is AMilley. Each of AMilley, SHollopeter,
TDruggish, DDoolittle, RShaw, PStrassler, KLynch, DO'Donnell and DBloodwell are
citizens of the United States; FKavarana is a citizen of India.
AMilley's present principal employment is serving as Chairman of the
Board, President and Chief Executive Officer of ELXSI (and its ELXSI subsidiary)
and as President and Chief Executive Officer of Cues. DDoolittle's present
principal employment is serving as Vice President of ELXSI and Vice President
and Controller of Cues. The business address of AMilley and DDoolittle, and the
address of the principal business and office of ELXSI, is 3600 Rio Vista
Boulevard, Suite A, Orlando, Florida 32805. The principal business address of
Cues is 3600 Rio Vista Boulevard, Orlando, Florida 32805.
The present principal employment of both TDruggish and KLynch is
serving as a principal of Cadmus. The present principal employment of DBloodwell
is serving as President of Bickford's. The business address of TDruggish, and
the principal business address of Cadmus, is 3600 Rio Vista Boulevard, Suite A,
Orlando, Florida 32805. The business address of KLynch and DBloodwell is the
principal business address of Bickford's, which is 1330 Soldier's Field Road,
Boston, Massachusetts 02135.
RShaw's present principal employment is serving as President and Chief
Executive Officer of Contempo Design, Inc. and Contempo Design West, Inc.
("Contempo") and as an executive officer of Contempo's parent corporation,
Azimuth Corporation ("Azimuth"). Contempo's principal business is designing and
producing trade show exhibits for corporate customers. Azimuth's principal
business is being a holding company for Contempo and its DEI (defined below)
subsidiary. The business address of RShaw, and the principal business address of
Contempo, is 1800 Industrial Drive, Libertyville, Illinois 60048. The principal
business address of Azimuth is 3600 Rio Vista Boulevard, Suite A, Orlando,
Florida 32805.
SHollopeter's present principal employment is serving as President and
Chief Executive Officer of Delaware Electro Industries, Inc. ("DEI") and as an
executive officer of DEI's parent corporation, Azimuth. DEI's principal business
is being a specialty distributor of fuses and related circuit protection devices
and of aerospace fasteners. The business address of
<PAGE>
12
SHollopeter, and the principal business address of DEI, is 9248 Eton Avenue,
Chatsworth, California 91311.
FKavarana's present principal employment is serving as an Executive
Director of the Tata Engineering and Locomotive Company Limited of India
("Tata"). Tata's principal business is manufacturing and seling commerical and
passenger vehicles. The business address of FKavarana, and the principal
business address of Tata, is Bombay House, Sir Homi Mody Street, Mumbai 400 001,
India.
DO'Donnell's present principal employment is serving as Managing
Director of Seaside Advisors, LLC ("Seaside"). Seaside's principal business is
advising an investment fund. The business address of DO'Donnell, and the
principal business address of Seaside, is 5 Westgate Road, Winchester
Massachusetts 01890.
PStrassler's present principal employment is serving as a partner of
Marcum & Kliegman LLP, a public accounting firm. The business address of
PStrassler, and the principal business address of Marcum & Kliegman LLP, is 130
Crossways Park Drive, Woodbury, New York 11797.
During the last five years, none of the foregoing persons: (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Of the transactions enumerated in the third narrative paragraph of this
Amendment No. 3, only the Claims Settlement, Cadmus 1998 Private Purchases,
Cadmus 1998 SAR Purchases, ELXSI 1998 Market Purchase, AMilley 1998 Market
Purchases and Cadmus 1998 Market Purchase involved the payment or transfer of
funds or other consideration used to purchase securities of the Issuer.
CLAIMS SETTLEMENT. Pursuant to the Claims Agreement, an aggregate of
$533,000 of Claims held by AMilley, MMI, Cadmus and RShaw against the Issuer
were settled for shares of Common Stock, with each share being valued at $0.30
for such purpose. The Claims of AMilley and RShaw consisted of unpaid employment
compensation that had become payable under their respective Employment
Agreements (as defined in the Original Statement) with the Issuer. Such claims
of AMilley and RShaw were $63,000 and $139,000, respectively, and so AMilley
received 210,000 shares and RShaw received 463,333 shares, respectively, in the
Claims Settlement. The Claims of MMI and Cadmus consisted of unpaid management
fees, administrative support expenses and rent that had become payable under
separate management agreements with the Issuer. Such claims of MMI and Cadmus
were $151,000 and $180,000, respectively, and so MMI received 503,333 shares and
Cadmus received 600,000 shares, respectively, in the Claims Settlement.
Cadmus 1998 Private Purchases. Of the 652,567 shares of Common Stock
purchased by Cadmus in the Cadmus 1998 Private Purchases, 606,786 were purchased
at $0.05 per share on or about November 12 or 16, 1998 and 45,781 were purchased
at $0.15 per share on or about December 14, 1998. Accordingly, the total amount
of funds used to complete
<PAGE>
13
the Cadmus 1998 Private Purchases was $37,206.45; the source of such funds was
Cadmus's own working capital.
CADMUS 1998 SAR PURCHASES. The Cadmus 1998 SAR Purchases were effected
pursuant to two SAR Assignment Agreements in the form of Exhibit I hereto. Each
SAR so purchased has an exercise price of $0.30 and was purchased at a price of
$0.046875. Accordingly, the total amount of funds used to complete the Cadmus
1998 SAR Purchases was $21,093.75; the source of such funds was Cadmus's own
working capital.
ELXSI 1998 MARKET PURCHASE. The ELXSI 1998 Market Purchase was a
10,000-share trade executed on December 9, 1998 at $0.125 per share, or $1,250
in the aggregate, exclusive of brokerage commissions/mark-ups and other charges.
The source of such funds was ELXSI's own working capital.
AMILLEY 1998 MARKET PURCHASE. The AMilley 1998 Market Purchase was a
10,000- share trade executed on December 14, 1998 at $0.15 per share, or $1,500
in the aggregate, exclusive of brokerage commissions/mark-ups and other charges.
The source of such funds was AMilley's personal funds.
CADMUS 1998 MARKET PURCHASE. The Cadmus 1998 Market Purchase was a
5,000- share trade executed on December 11, 1998 at $0.125 per share, or $625 in
the aggregate, exclusive of brokerage commissions/mark-ups and other charges.
The source of such funds was Cadmus's own working capital.
ITEM 4. PURPOSE OF TRANSACTION
As stated in the Schedule 13D, dated December 14, 1998, of the Inpath
Members, the purpose of the InPath Transactions was "to acquire control of the
Issuer, to provide working capital for the business of InPath through
utilization of the Issuer's funds, and to create a vehicle for further growth of
the InPath business."
CLAIMS SETTLEMENT. The purpose of the Claims Settlement was to resolve
the Claims held by the Claimants, most of which had existed for many years,
prior to the time that they would lose effective control of the Issuer as a
result of the InPath Transactions.
LIBERTY WARRANTS TERMINATION. The Liberty Warrants Termination was
demanded by the InPath Members as a condition to the consummation of the InPath
Transactions and Claims Settlement.
CADMUS 1998 PRIVATE PURCHASES. The purpose the Cadmus 1998 Private
Purchases was to increase Cadmus's investment in the Issuer in order to increase
its participation in the growth of the Issuer that may occur if the purposes of
the InPath Transactions are realized.
CADMUS 1998 SAR PURCHASES. The purpose the Cadmus 1998 SAR Purchases
was to increase Cadmus's investment in the Issuer in order to increase its
participation in the growth of the Issuer that may occur if the purposes of the
InPath Transactions are realized.
ELXSI 1998 MARKET PURCHASE. The purpose the ELXSI 1998 Market Purchase
was to make an investment in the Issuer in order to participate in the growth of
the Issuer that may occur if the purposes of the InPath Transactions are
realized.
<PAGE>
14
AMILLEY 1998 MARKET PURCHASE. The purpose the AMilley 1998 SAR Purchase
was to increase AMilley's investment in the Issuer in order to increase his
participation in the growth of the Issuer that may occur if the purposes of the
InPath Transactions are realized.
CADMUS 1998 MARKET PURCHASE. The purpose the Cadmus 1998 Market
Purchase was to increase Cadmus's investment in the Issuer in order to increase
its participation in the growth of the Issuer that may occur if the purposes of
the InPath Transactions (as hereinabove described) are realized.
(a) From time to time after the date hereof, any one or more of the
Amendment No. 3 Filers may purchase or acquire additional securities of the
Issuer, or dispose of securities of the Issuer; however, there are currently no
definitive plans or proposals to do so.
The InPath Member Warrants, issued under the Exchange
Agreement, will permit the InPath Members to acquire, in the aggregate,
3,175,850 shares of Common Stock. The InPath Member Warrants are not exercisable
as of this date, and will become exercisable after only the earlier of the date
of the meeting of the Issuer's shareholders contemplated by Section 7.4(b) of
the Exchange Agreement (described below) (the "1999 Shareholders Meeting") and
March 30, 1999, or such later date to which the Chief Executive Officer of
InPath (presently, PGombrich") may agree for the holding of such Meeting.
Presently, the Issuer does not have sufficient shares of Common Stock authorized
to permit exercise of the InPath Member Warrants. Under the Stockholders
Agreement, the Stockholders Agreement Party-Filers (together with the other
parties to the Stockholders Agreement) must, when presented for shareholder
approval at a meeting of shareholders (including the 1999 Shareholders Meeting)
or through a solicitation for consents, vote their Common Stock and take all
other reasonable actions necessary to approve or authorize additional shares of
Common Stock in an amount at least sufficient to permit the issuance of the
Common Stock issuable upon exercise of the InPath Member Warrants (the
"Authorized Shares Increase").
(b) & (f) Pursuant to Section 7.4(b) of the Exchange Agreement,
promptly after December 4, 1998 (the "InPath Closing Date"), the Issuer must
call the 1999 Shareholders Meeting to be held no later than March 30, 1999 or
such later date as is agreed to by PGombrich. One of the purposes of the 1999
Shareholders Meeting (as stated in the Exchange Agreement) is to approve the
merger of the Issuer and Ampersand Medical Corporation ("Ampersand"), with
Ampersand being the surviving corporation (the "Ampersand Merger"). Pursuant to
Section 7.4(a) of the Exchange Agreement, the Issuer must, promptly after the
InPath Closing Date, but in no event later than March 30, 1999 or such later
date as is approved by PGombrich, take all actions necessary to incorporate
Ampersand as a wholly owned subsidiary of the Issuer under the laws of the State
of Delaware. If the Ampersand Merger is approved by shareholders and effected,
the Issuer will cease to exist as a separate entity and the surviving
corporation will be incorporated in Delaware (whereas the Issuer is incorporated
in California).
Other purposes of the 1999 Shareholders Meeting (as stated in
the Exchange Agreement) are: (i) authorizing the Authorized Shares Increase,
(ii) authorizing the creation of so-called "blank check" preferred stock of the
Issuer, and (iii) ratifying the transactions contemplated by the Exchange
Agreement and Claims Agreement. The Ampersand Merger and authorizing such "blank
check" preferred stock was proposed and advocated by InPath Members. Under the
Stockholders Agreement, the Stockholders Agreement Party-Filers (together with
the other parties to the Stockholders Agreement) must, when presented for
shareholder approval at a meeting of shareholders (including the 1999
Shareholders Meeting)
<PAGE>
15
or through a solicitation for consents, vote their Common Stock and take all
other reasonable actions necessary to approve or authorize the foregoing.
(d) In November 1998, in anticipation of the consummation of the InPath
Transactions, Nicholas E. Toussaint ("NToussaint") and Raymond O'S. Kelly
("RKelly") resigned as directors of the Issuer. As contemplated by the Exchange
Agreement, effective on the InPath Closing Date the remaining directors of the
Issuer (AMilley, RShaw and TDruggish) filled the vacancies thus created by
appointing PGombrich and DO'Donnell as directors of the Issuer. The Exchange
Agreement states that another purpose of the 1999 Shareholders Meeting is to
elect a slate of directors comprising PGombrich, Dr. John H. Abeles (the general
partner of Northlea Partners Ltd., one of the InPath Members), DO'Donnell,
AMilley and an additional director to be selected by PGombrich and AMilley. The
Stockholders Agreement provides that the Stockholders Agreement Party-Filers
(and the other parties to the Stockholders Agreement) must vote their shares of
Common Stock in favor of, and take all other actions necessary to, elect as
directors: (i) the persons named or referenced in the preceding sentence at the
first meeting of the Issuer's shareholders to be held after the InPath Closing
Date (which is expected to be the 1999 Shareholders Meeting), and (ii)
thereafter, two directors designated by PGombrich, two directors designated by
AMilley and a fifth director to be selected by PGombrich and AMilley.
The Stockholders Agreement also provides that: (i) any
director designated by a shareholder or group of shareholders party thereto
pursuant to the foregoing provisions may be removed by such shareholder or group
of shareholders; (ii) if, at any time, any shareholder party thereto is entitled
to vote for the removal of directors of the Issuer, such shareholder will not
vote any of its Common Stock in favor of the removal of any director who shall
have been designated or nominated pursuant to the foregoing provisions unless
such removal shall be for "Cause" (as defined therein); (iii) if, as a result of
death, disability, retirement, resignation or removal (with or without "Cause")
or otherwise, there shall exist or occur any vacancy on the Board of Directors
of the Issuer, the persons or persons entitled under the foregoing provisions to
designate or nominate such director whose death, disability, retirement,
resignation or removal resulted in such vacancy may designate another individual
to serve as a director of the Issuer, and each shareholder party thereto
entitled to vote for the election of such individual shall vote their Common
Stock (or execute a written consent) in order to ensure that such nominee is so
elected; and (iv) the right to designate one or more members of the Board of
Directors under the foregoing provisions shall terminate as to any shareholder
party thereto at such time as he or it beneficially owns less than 50% of the
number of shares of Common Stock beneficially owned by such shareholder as of
the InPath Closing Date; however, none of the obligations of such shareholder
under the Stockholders Agreement shall terminate when such rights are
terminated.
Pursuant to the Exchange Agreement, the pre-InPath Closing
Date officers of the Issuer (AMilley, TDruggish and RShaw) were replaced by
PGombrich (Chairman, Chief Executive Officer and Secretary); his designees
Leonard Prange (President and Chief Financial Officer) and Richard Dominick
(Vice President and Chief Technology Officer); and AMilley's designee DDoolittle
(Vice President and Treasurer). The Stockholders Agreement provides that the
Stockholders Agreement Party-Filers (and the other parties to the Stockholders
Agreement) must take all actions necessary to cause the board of directors of
the Issuer to appoint the persons named in the foregoing sentence as such
officers of the Issuer.
(g) The Stockholders Agreement provides that: (i) a quorum of the
Board of Directors of the Issuer shall consist of three directors, of which at
least one director must be
<PAGE>
16
one designated by PGombrich and at least one director must be one designated by
AMilley; and (ii) in addition to any requirement of the Issuer's articles or
incorporation or bylaws, all actions of such Board of Directors shall require
the affirmative vote of at least a majority of the directors at which a quorum
(as aforesaid) is present or the unanimous written consent of such Board.
Under the Stockholders Agreement, the Stockholders Agreement
Party-Filers (and the other parties to the Stockholders Agreement) must vote
their Common Stock, and take all other actions necessary, to ensure, in a manner
recommended or requested by the Board of Directors of the Issuer, that its
articles of incorporation and bylaws do not a any time conflict with the
provisions of such Agreement described above in this Item 4.
Given that the Amendment No. 3 Filers and InPath Members together own
in excess of 50% of the outstanding shares of Common Stock of the Issuer, any
vote by them for or against any proposal will be sufficient to carry or defeat
such proposal or for or against any nominee will be sufficient to elect or
reject such nominee.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) AMILLEY. The aggregate number of shares of Common Stock
beneficially owned by AMilley is 2,546,041. Of these shares: (i) 626,486 are
outstanding shares held by AMilley; (ii) 148,655 are outstanding shares held by
WNI; (iii) 503,333 are outstanding shares held by MMI; (iv) 1,257,567 are
outstanding shares held by Cadmus; and (v) 10,000 are outstanding shares held by
ELXSI. On a percentage basis these shares represent approximately 21.2% of the
outstanding shares of the Common Stock (calculated and determined in accordance
with Rule 13d-3(d)(1) under the Act). See sub-item 5(b) below for disclosure of
the relationship between AMilley and each of WNI, MMI, Cadmus and ELXSI.
WNI. The aggregate number of shares of Common Stock
beneficially owned by WNI is 148,655, all of which are outstanding shares held
by WNI. On a percentage basis these shares represent approximately 1.2% of the
outstanding shares of the Common Stock (calculated and determined in accordance
with Rule 13d-3(d)(1) under the Act).
MMI. The aggregate number of shares of Common Stock
beneficially owned by MMI is 1,760,900. Of these shares: (i) 503,333 are
outstanding shares held by MMI; and (ii) 1,257,567 are outstanding shares held
by Cadmus. On a percentage basis these shares represent approximately 14.7% of
the outstanding shares of the Common Stock (calculated and determined in
accordance with Rule 13d-3(d)(1) under the Act). See sub-item 5(b) below for
disclosure of the relationship between MMI and Cadmus.
CADMUS. The aggregate number of shares of Common Stock
beneficially owned by Cadmus is 1,257,567, all of which are outstanding shares
held by Cadmus. On a percentage basis these shares represent approximately 10.5%
of the outstanding shares of the Common Stock (calculated and determined in
accordance with Rule 13d-3(d)(1) under the Act).
RSHAW. The aggregate number of shares of Common Stock
beneficially owned by RShaw is 500,417, all of which are outstanding shares held
by RShaw. On a percentage basis these shares represent approximately 4.2% of the
outstanding shares of the Common Stock (calculated and determined in accordance
with Rule 13d-3(d)(1) under the Act).
<PAGE>
17
ELXSI. The aggregate number of shares of Common Stock
beneficially owned by ELXSI is 10,000, all of which are outstanding shares held
by ELXSI. On a percentage basis these shares represent approximately 0.1% of the
outstanding shares of the Common Stock (calculated and determined in accordance
with Rule 13d-3(d)(1) under the Act).
LIBERTY. Liberty no longer holds or beneficially owns any
shares of Common Stock (or any warrants, options or other rights to purchase or
acquire shares of Common Stock or other equity securities of the Issuer).
(b) Each of AMilley, WNI, MMI, Cadmus, RShaw and ELXSI has the
sole power to vote and to direct the vote, and the sole power to dispose of and
to direct the disposition of, the shares of Common Stock reported hereinabove as
being held by such Amendment No. 3 Filer, except as otherwise indicated below.
MMI does not directly hold the 1,257,567 shares of Common Stock reported herein
as being held by Cadmus but, inasmuch as (x) MMI is a controlling stockholder of
Cadmus, and (y) consequently, MMI may be deemed to share the power to vote and
to direct the vote, and to share the power to dispose of and to direct the
disposition of, the shares of Common Stock reported hereinabove as being held by
Cadmus, MMI may be deemed to be the beneficial owner of the shares of Common
Stock reported hereinabove as being held by Cadmus. AMilley's beneficial
ownership of shares held by: (i) WNI arises solely from his capacity as
director, President and sole stockholder thereof; (ii) MMI and Cadmus arises
solely from his capacity as sole director, President and a stockholder of MMI
and his capacity as a director, President and (indirectly, through MMI) a
controlling shareholder of Cadmus; and (iii) ELXSI arises solely from his
capacity as the Chairman of the Board, President and Chief Executive Officer and
a substantial stockholder thereof. This filing shall not be construed as an
admission that any of the Amendment No. 3 Filers is otherwise, for purposes of
Section 13 of the Act or otherwise, the beneficial owner of the shares of Common
Stock of the Issuer reported herein as being held by any other Amendment No. 3
Filer, and each Amendment No. 3 Filer hereby disclaims beneficial ownership of
such shares.
(c) Reference is hereby made to the descriptions and discussions
of the purchases of Common Stock and other transactions appearing elsewhere in
this Amendment No. 3, which descriptions and discussions are hereby incorporated
herein by reference in response to this sub-item.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
EXCHANGE AND STOCKHOLDERS AGREEMENTS. Reference is hereby made to the
descriptions and discussions of the Exchange Agreement and Stockholders
Agreement appearing elsewhere in this Amendment No. 3, which descriptions and
discussions are hereby incorporated herein by reference in partial response to
this Item. The Stockholders Agreement contains the following other provisions,
relating to the transfer of Common Stock: (ii) if a shareholder or group of
shareholders party thereto beneficially owning more than 50% of the outstanding
Common Stock held by all shareholder parties to the Stockholders Agreement
("Majority Shareholders") should transfer shares that constitute more than 50%
of the outstanding Common Stock subject to the Stockholders Agreement, such
Majority Shareholders may require, subject to certain notice and other
requirements, all, but not less than all, of the other such shareholders to
participate in such transfer at the same price and on the same terms and
conditions obtained by the Majority Shareholders; and (ii) the shareholder
parties thereto were granted certain demand and incidental ("piggyback")
registration rights
<PAGE>
18
with respect to their Common Stock. Under the Stockholders Agreement, the
registration rights granted to AMilley, WNI and RShaw under the Registration
Rights Agreement (described and defined in the Original Statement) were
canceled.
SAR AGREEMENTS. Under the SAR Agreement, NToussaint and RKelly effected
the assignment of the SARs to Cadmus in consideration of a Cadmus's agreement to
pay $0.46875 per SAR. The SAR Agreements otherwise (i) contain routine
representations and warranties, and (ii) sets forth the Issuer's consent to such
assignment.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A -- Joint Filing Agreement, dated December 18, 1998, among
Alexander M. Milley, Robert C. Shaw, Milley Management
Incorporated, Cadmus Corporation, Winchester National, Inc.,
ELXSI Corporation and Liberty Associates Limited Partnership
(Filed herewith)
Exhibit B -- Claims Settlement Agreement, dated as of December 4, 1998, by
and among Bell National Corporation, Alexander M. Milley,
Robert C. Shaw, Cadmus Corporation, Milley Management
Incorporated and Liberty Associates Limited Partnership
(Incorporated herein by reference to Exhibit 4 to the Schedule
13D, dated December 14, 1998, of the Inpath Members)
Exhibit C -- Stock and Membership Interests Exchange Agreement, dated as of
December 4, 1998, by and among Bell National Corporation;
InPath, LLC; Peter P. Gom- brich, individually and as Trustee
of the InPath, LLC Voting Trust; Theodore L. Koenig, as
Trustee of each of The EAG Trust, The CMC Trust, The MDG Trust
and The MSD Trust; William J. Ritger; AccuMed International,
Inc.; Northlea Partners Ltd.; Fred H. Pearson, as Trustee of
Fred H. Pearson's Trust; Walter Herbst, as Trustee of the
Sandra Herbst Trust; and Monroe Investments, Inc.
(Incorporated herein by reference to Exhibit 1 to the Schedule
13D, dated December 14, 1998, of the Inpath Members)
Exhibit D -- Stockholders Agreement, dated as of December 4, 1998, by and
among Bell National Corporation; Alexander M. Milley; Robert
C. Shaw; Cadmus Corpora- tion; Milley Management Incorporated;
Winchester National, Inc.; Peter P. Gom- brich, individually
and as Trustee of the InPath, LLC Voting Trust; Theodore L.
Koenig, as Trustee of each of The EAG Trust, The CMC Trust,
The MDG Trust and The MSD Trust; William J. Ritger; AccuMed
International, Inc.; Northlea Partners Ltd.; Fred H. Pearson,
as Trustee of Fred H. Pearson's Trust; Walter Herbst, as
Trustee of the Sandra Herbst Trust; and Monroe Investments,
Inc. (Incorporated herein by reference to Exhibit 2 to the
Schedule 13D, dated December 14, 1998, of the Inpath Members)
Exhibit E -- Stock Appreciation Rights Agreement, dated as of November 20,
1989, between Bell National Corporation and Nicholas E.
Toussaint (Incorporated herein by reference to Exhibit 10.7 to
the Annual Report on Form 10-K of Bell National Corporation
for the fiscal year ended December 31, 1989 (File No. 0- 935))
Exhibit F -- Stock Appreciation Rights Agreement, dated as of November 20,
1989, between Bell National Corporation and Raymond O'S. Kelly
(Incorporated herein
<PAGE>
19
by reference to Exhibit 10.5 to the Annual Report on Form 10-K
of Bell National Corporation for the fiscal year ended
December 31, 1989 (File No. 0-935))
Exhibit G -- SAR Agreement Extension, dated as of May 1, 1995, between Bell
National Corporation and Nicholas E. Toussaint (Incorporated
herein by reference to Exhibit 10.21 to the Annual Report on
Form 10-K of Bell National Corporation for the fiscal year
ended December 31, 1995 (File No. 0-935))
Exhibit H -- SAR Agreement Extension, dated as of May 1, 1995, between Bell
National Corporation and Raymond O'S. Kelly (Incorporated
herein by reference to Exhibit 10.20 to the Annual Report on
Form 10-K of Bell National Corporation for the fiscal year
ended December 31, 1995 (File No. 0-935))
Exhibit I -- Form of SAR Assignment Agreement, dated as of December 2,
1998, between Nicholas E. Toussaint (as to 360,000 SARs) or
Raymond O'S. Kelly (as to 90,000 SARs) and Cadmus Corporation
(Filed herewith)
<PAGE>
20
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.
Dated: December 18, 1998
/s/ Alexander M. Milley /s/ Robert C. Shaw
- ------------------------------------- --------------------------------
Alexander M. Milley, individually Robert C. Shaw, individually
MILLEY MANAGEMENT INCORPORATED CADMUS CORPORATION
By: /s/ Alexander M. Milley By: /s/ Alexander M. Milley
- ------------------------------------- ----------------------------
Alexander M. Milley Alexander M. Milley
President President
WINCHESTER NATIONAL, INC. ELXSI CORPORATION
By: /s/ Alexander M. Milley By: /s/ Alexander M. Milley
- ------------------------------------- ----------------------------
Alexander M. Milley Alexander M. Milley
President President
LIBERTY ASSOCIATES LIMITED PARTNERSHIP
By: /s/ Alexander M. Milley
- -------------------------------------
Alexander M. Milley
Sole General Partner
<PAGE>
21
EXHIBIT INDEX
Exhibit Document Page
------- ----------------------------------------------- ----
A Joint Filing Agreement, dated December 18, 23
1998, among Alexander M. Milley, Robert C.
Shaw, Milley Management Incorporated, Cadmus
Corporation, Winche- ster National, Inc., ELXSI
Corporation and Liberty Associ- ates Limited
Partnership
B Claims Settlement Agreement, dated as of
December 4, 1998, by and among Bell National
Corporation, Alexander M. Milley, Robert C.
Shaw, Cadmus Corporation, Milley Management
Incorporated and Liberty Associates Limited
Partnership (Incorporated herein by reference
to Exhibit 4 to the Schedule 13D, dated
December 14, 1998, of the Inpath Members)
C Stock and Membership Interests Exchange
Agreement, dated as of December 4, 1998, by and
among Bell National Corporation; InPath, LLC;
Peter P. Gombrich, individually and as Trustee
of the InPath, LLC Voting Trust; Theodore L.
Koenig, as Trustee of each of The EAG Trust,
The CMC Trust, The MDG Trust and The MSD Trust;
William J. Ritger; AccuMed International, Inc.;
Northlea Partners Ltd.; Fred H. Pearson, as
Trustee of Fred H. Pearson's Trust; Walter
Herbst, as Trustee of the Sandra Herbst Trust;
and Monroe Investments, Inc. (Incorporated
herein by reference to Exhibit 1 to the
Schedule 13D, dated December 14, 1998, of the
Inpath Members)
D Stockholders Agreement, dated as of December 4,
1998, by and among Bell National Corporation;
Alexander M. Milley; Robert C. Shaw; Cadmus
Corporation; Milley Management Incorporated;
Winchester National, Inc.; Peter P. Gombrich,
individually and as Trustee of the InPath, LLC
Voting Trust; Theodore L. Koenig, as Trustee of
each of The EAG Trust, The CMC Trust, The MDG
Trust and The MSD Trust; William J. Ritger;
AccuMed International, Inc.; Northlea Partners
Ltd.; Fred H. Pearson, as Trustee of Fred H.
Pearson's Trust; Walter Herbst, as Trustee of
the Sandra Herbst Trust; and Monroe
Investments, Inc. (Incorporated herein by
reference to Exhibit 2 to the Schedule 13D,
dated Decem-ber 14, 1998, of the Inpath
Members)
<PAGE>
22
EXHIBIT INDEX (CONT'D)
Exhibit Document Page
------- ----------------------------------------------- ----
E Stock Appreciation Rights Agreement, dated as
of November 20, 1989, between Bell National
Corporation and Nicholas E. Toussaint
(Incorporated herein by reference to Exhibit
10.7 to the Annual Report on Form 10-K of Bell
National Corporation for the fiscal year ended
December 31, 1989 (File No. 0-935))
F Stock Appreciation Rights Agreement, dated as
of November 20, 1989, between Bell National
Corporation and Raymond O'S. Kelly
(Incorporated herein by reference to Exhibit
10.5 to the Annual Report on Form 10-K of Bell
National Corporation for the fiscal year ended
December 31, 1989 (File No. 0-935))
G SAR Agreement Extension, dated as of May 1,
1995, between Bell National Corporation and
Nicholas E. Toussaint (Incorporated herein by
reference to Exhibit 10.21 to the Annual Report
on Form 10-K of Bell National Corporation for
the fiscal year ended December 31, 1995 (File
No. 0-935))
H SAR Agreement Extension, dated as of May 1,
1995, between Bell National Corporation and
Raymond O'S. Kelly (Incorporated herein by
reference to Exhibit 10.20 to the Annual Report
on Form 10-K of Bell National Corporation for
the fiscal year ended December 31, 1995 (File
No. 0-935))
I Form of SAR Assignment Agreement, dated as of 24
Decem-ber 2, 1998, between Nicholas E.
Toussaint (as to 360,000 SARs) or Raymond O'S.
Kelly (as to 90,000 SARs) and Cadmus
Corporation (Filed herewith)
23
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with the provisions of Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended, the undersigned parties hereby
agree that the Amendment No. 3 of even date herewith to the Statement on
Schedule 13D dated September 15, 1989 (as previously amended) with respect to
Bell National Corporation is filed on behalf of each of the undersigned parties,
and that any further amendments thereto executed by any of the undersigned
parties shall be filed on behalf of such of those parties who shall have
executed the same.
Dated: December 18, 1998
/s/ Alexander M. Milley /s/ Robert C. Shaw
- ------------------------------------- --------------------------------
Alexander M. Milley, individually Robert C. Shaw, individually
MILLEY MANAGEMENT INCORPORATED CADMUS CORPORATION
By: /s/ Alexander M. Milley By: /s/ Alexander M. Milley
- ------------------------------------- ----------------------------
Alexander M. Milley Alexander M. Milley
President President
WINCHESTER NATIONAL, INC. ELXSI CORPORATION
By: /s/ Alexander M. Milley By: /s/ Alexander M. Milley
- ------------------------------------- ----------------------------
Alexander M. Milley Alexander M. Milley
President President
LIBERTY ASSOCIATES LIMITED PARTNERSHIP
By: /s/ Alexander M. Milley
- -------------------------------------
Alexander M. Milley
Sole General Partner
24
EXHIBIT I
FORM OF
SAR ASSIGNMENT AGREEMENT
This Agreement is made as of December 2, 1998, between (1) [NICHOLAS E.
TOUSSAINT][RAYMOND O'S. KELLY] ("Assignor"), and (2) CADMUS CORPORATION
("Assignee").
1. Assignor is the holder of [360,000][90,000] stock appreciation
rights (the "SARs") granted to him by Bell National Corporation, a California
corporation (the "Company"), under that certain Stock Appreciation Rights
Agreement, dated as of November 20, 1989, as amended (I.E., extended) by that
certain letter agreement, dated November 15, 1995, (in each case) between the
Company and the Assignor (such Agreement as so amended, the "SAR Agreement").
Assignor hereby agrees to sell and assign to Assignee the SARs and all of
Assignor's rights, title and interests in, to and under the SAR Agreement
(collectively with the SARs, the "SAR Rights") for an aggregate purchase price
of [$16,875][$4,218.75].
2. Assignee hereby represents and warrants (as to itself) to Assignor,
and Assignor hereby represents and warrants (as to itself) to Assignee, that:
(a) such party has full power and authority, and has taken all action necessary,
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby, (b) the execution, delivery and performance by such party
of this Agreement do not and will not violate any law, rule or regulation of the
jurisdiction under which it is organized, any other law, rule or regulation
applicable to it or any other agreement, document or instrument to which it is a
party or by which it or any of its properties and assets are bound, (c) this
Agreement constitutes such party's legal, valid and binding obligation
enforceable against such party in accordance with its respective terms, except
as such enforceability may be limited by bankruptcy, insolvency or other similar
laws of general applicability affecting enforcement of creditors' rights
generally or by a court's discretion in relation to equitable remedies, (d) all
approvals, authorizations or other actions by, and or filings and registrations
with, any governmental authority necessary for the validity or enforceability of
such party's obligations under this Agreement have been obtained and are in full
force and effect, and (e) no broker, finder or other person or entity acting
pursuant to the authority of such party is entitled to any broker's fee or other
commission in connection with the transactions contemplated by this Agreement.
3. Assignee hereby further represents, warrants and acknowledges to
Assignor as follows: (a) Assignee is purchasing and acquiring the SAR Rights for
its own account for investment purposes only and not with a view to, or for
resale in connection with, any "distribution" for purposes of federal securities
laws, (b) Assignee understands that the SARs and other SAR Rights have not been
registered under the securities laws and are transferable only pursuant to an
exemption therefrom, (c) Assignee is aware of the Company's capitalization,
businesses, financial condition and results of operations and has acquired
sufficient information about the Company to reach an informed and knowledgeable
decision to purchase and acquire the SAR Rights, and (d) Assignee has such
knowledge, sophistication and experience in business, financial and investment
matters so as to be capable of evaluating the merits and risks of entering into
this Agreement and consummating the transactions contemplated hereby.
4. Assignor hereby further represents, warrants and acknowledges to
Assignee that: (a) Assignor is the legal beneficial owner of the SAR Rights and
holds and will convey
<PAGE>
25
to Assignee hereunder good and marketable title to the SAR Rights free and clear
of any and all liens, adverse claims and restrictions, (b) Assignor has had the
opportunity to ask questions and receive answers concerning the Company,
including its capitalization, businesses, financial condition and results of
operations, and (c) Assignor has such knowledge, sophistication and experience
in business, financial and investment matters so as to be capable of evaluating
the merits and risks of entering into this Agreement and consummating the
transactions contemplated hereby.
5. The sale and assignment of the SAR Rights hereunder shall be
consummated and become effective upon the delivery by Assignor to Assignee of
its good check made payable to the order of Assignor in the amount of
[$16,875][$4,218.75]. Assignee hereby agrees to be bound by the terms and
conditions of the SAR Agreement with respect to the SAR Rights upon such
consummation and effectiveness.
6. This Agreement shall be binding upon the transferees, successors,
assigns and legal representatives of the parties. This Agreement constitutes the
full, complete and final agreement of the parties with respect to the subject
matter hereof and supersedes all prior agreements, written or oral, with respect
to the subject matter hereof. This Agreement may be executed in counterparts,
each of which shall be deemed an original but which all together shall
constitute one and the same instrument.
7. By executing this Agreement, the Company is only (a) consenting to
and approving the sale and assignment of the SAR Rights provided for herein,
notwithstanding anything to the contrary set forth in Section 7 of the SAR
Agreement, and (b) agreeing to recognize Assignee, for all purposes of the SAR
Agreement, as the permitted assignee of Assignor and as the "Holder" of the SARs
granted thereunder.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
ASSIGNOR: ASSIGNEE:
CADMUS CORPORATION
By:
- ----------------------- -------------------
[NICHOLAS E. TOUSSAINT] Thomas R. Druggish
[RAYMOND O'S. KELLY] Vice President
THE COMPANY:
BELL NATIONAL CORPORATION
By:
-------------------
Alexander M. Milley
President
<PAGE>
THIS SCHEDULE 13D AMENDMENT WAS PREVIOUSLY FILED IN PAPER FORMAT AND IS NOW
BEING FILED (WITHOUT EXHIBITS) PURSUANT TO RULE 101(a)(2)(ii) OF REGULATION S-T
AND RULE 13d-2(c) UNDER THE SECURITIES EXCHANGE ACT OF 1934.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Bell National Corporation
--------------------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value Per Share
--------------------------------------------------------------
(Title of Class of Securities)
078142106
-------------------------------------------
(CUSIP Number)
Mr. W. Robert Cotham
2600 First City Bank Tower, Fort Worth, Texas 76102
(817) 390-8465
--------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 20, 1989
-------------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the following box if a fee is being paid with the statement [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares reported herein is 2,274,746, which constitutes
approximately 41.1% of the total number of shares outstanding, assuming,
pursuant to Rule 13d-3(d)(1)(i), that there are 5,534,989 shares outstanding.
Unless otherwise specifically stated, all ownership percentages set forth herein
assume that there are 4,577,616 shares outstanding.
Exhibit index is located at page 24 herein
(Continued on following page(s))
Page 1 of 27 Pages
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 2 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Airlie Group, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 453,176 (1)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
453,176 (1)
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
(1) Power is exercised through its sole general partner, EBD, L.P.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 3 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EBD, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 453,176 (1)(2)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
453,176 (1)(2)
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
(1) Power is exercised through its two general partners, Dort A. Cameron, III
and TMT-FW, Inc.
(2) Solely in its capacity as the sole general partner of The Airlie Group,
L.P.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 4 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dort A. Cameron, III
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dort A. Cameron, III is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 453,176 (1)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------
10 SHARED DISPOSITIVE POWER
453,176 (1)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
(1) Solely in his capacity as one of two general partners of EBD, L.P.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 5 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TMT-FW, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 453,176 (1)(2)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------
10 SHARED DISPOSITIVE POWER
453,176 (1)(2)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as one of two partners of EBD, L.P.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 6 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas M. Taylor
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Thomas M. Taylor is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 453,176 (1)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------
10 SHARED DISPOSITIVE POWER
453,176 (1)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
(1) Solely in his capacity as the President of TMT-FW, Inc.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 7 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander M. Milley
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alexander M. Milley is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,512,514 (1)(2)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,512,514 (1)(2)
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,512,514 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3% (3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
(1) Solely in his capacity as the sole general partner of Liberty Associates
Limited Partnership with respect to 957,373 of such shares and in his
capacity as the President of Winchester National, Inc. with respect to 148,
655 of such shares.
(2) Assumes the exercise in full of the Warrants held by Liberty Associates
Limited Partnership.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are
5,534,989 shares of Stock outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 8 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan D. Gordon
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alan D. Gordon is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 118,564
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
118,564
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,564
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 9 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kim G. Davis
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kim G. Davis is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 74,168
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
74,168
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,168
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 10 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Shaw
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Robert C. Shaw is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 74,168
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
74,168
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,168
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 11 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin P. Lynch
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kevin P. Lynch is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 12,515
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
12,515
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,515
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 12 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian E. Kinsman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Brian E. Kinsman is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 29,641
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
29,641
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,641
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 13 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liberty Associates Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO - Contributions from partners
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 957,373 (1)(2)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
957,373 (1)(2)
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,373 (2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3% (3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
(1) Power is exercised through its sole general partner, Alexander M. Milley.
(2) Assumes the exercise in full of the Warrants held by it.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are
5,534,989 shares of Stock outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 14 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Winchester National, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 148,655 (1)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
148,655 (1)
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,655
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(1) Power is exercised through its President, Alexander M. Milley.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 15 OF 27 PAGES
- --------------------------------------------------------------------------------
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated September 15,
1989, as amended by Amendment No. 1 dated November 10, 1989 (the "Schedule 13D")
relating to the Common Stock, no par value per share (the "Stock"), of Bell
National Corporation (the "Issuer"). Unless otherwise indicated, all defined
terms used herein shall have the same meanings as those set forth in the
Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
Paragraph (a) of Item 2 hereby partially is amended by adding at the
end thereof the following:
(a)
As a result of occurrences since the most recent filing of the Schedule
13D, Winchester National, Inc., a Delaware corporation ("WNI"), shall be a
Reporting Person with respect to this filing and any future filings on the
Schedule 13D.
Paragraphs (b) and (c) of Item 2 hereby are amended in their entirety
to read as follows:
(b) - (c)
TAG
TAG is a Delaware limited partnership. The principal business of TAG is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of TAG, which also serves as its principal
office, is 2000 First City Bank Tower, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to EBD, the
sole general partner of TAG, is set forth below.
EBD
EBD is a Delaware limited partnership. The principal business of EBD is
serving as the sole general partner of TAG. The principal business address of
EBD, which also serves as its principal office, is 2000 First City Bank Tower,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 16 OF 27 PAGES
- --------------------------------------------------------------------------------
Act, information with respect to DAC and TMT-FW, the general partners of EBD, is
set forth below.
DAC
DAC's principal occupation or employment is serving as one of two
general partners of EBD. DAC's business address is 115 East Putnam Avenue,
Greenwich, Connecticut 06830.
TMT-FW
TMT-FW is a Texas corporation. The principal business of
TMT-FW is serving as one of two general partners of EBD. The principal business
address of TMT-FW, which also serves as its principal office, is 3200 First City
Bank Tower, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D
of the Act, information with respect to each director, executive officer and
controlling person of TMT-FW are as follows:
Residence or Principal Occupation
Name Business Address or Employment
- ---- ---------------- -------------
Thomas M. Taylor 3200 First City Bank President of Thomas
Tower M. Taylor & Co.
Fort Worth, Texas 76102 ("Taylor & Co.")
W. Robert Cotham 2600 First City Bank Vice President
Tower Controller of
Fort Worth, Texas 76102 Bass Enterprises
Production Co.
("BEPCO")
Taylor & Co. is a Texas corporation, the principal business of which is
the rendering of investment consulting services to third parties. The principal
business address of Taylor & Co., which also serves as its principal office, is
3200 First City Bank Tower, Fort Worth, Texas 76102.
BEPCO is a Texas corporation. BEPCO's principal business is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 2700 First City
Bank Tower, Fort Worth, Texas 76102.
TMT
See answers above.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 17 OF 27 PAGES
- --------------------------------------------------------------------------------
AMM
AMM's principal occupation or employment is serving as the President of
WNI. AMM's business address is 115 East Putnam Avenue, Greenwich, Connecticut
06830.
ADG
ADG's principal occupation or employment is serving as the President of
Richland, Gordon & Company ("Richland"). ADG's business address is 20 North
Wacker Drive, Chicago, Illinois 60606.
Richland is a business brokerage firm. The principal business address
of Richland, which also serves as its principal office, is 20 North Wacker
Drive, Chicago, Illinois 60606.
KGD
KGD's principal occupation or employment is serving as a principal of
Kohlberg & Co. KGD's business address is 116 Radio Circle, Mt. Kisco, New York
10549.
Kohlberg & Co. is a private investment firm specializing in structuring
and arranging mergers and acquisitions. The principal business address of
Kohlberg & Co., which also serves as its principal office, is 116 Radio Circle,
Mt. Kisco, New York 10549.
RCS
RCS's principal occupation or employment is serving as a principal of
WNI. RCS's business address is 115 East Putnam Avenue, Greenwich, Connecticut
06830.
KPL
KPL's principal occupation or employment is serving as a principal of
WNI. KPL's business address is 115 East Putnam Avenue, Greenwich, Connecticut
06830.
BEK
BEK's principal occupation or employment is serving as a principal of
WNI. BEK's business address is 115 East Putnam Avenue, Greenwich, Connecticut
06830.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 18 OF 27 PAGES
- --------------------------------------------------------------------------------
LIBERTY
Liberty is a Delaware limited partnership the principal business of
which is the purchase, sale, exchange, acquisition and holding of securities of
the Issuer. The principal business address of Liberty, which also serves as its
principal office, is 115 East Putnam Avenue, Greenwich, Connecticut 06830.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to AMM, the sole general partner of Liberty, is set forth above.
WNI
WNI, a Delaware corporation, is a private investment and management
consulting firm specializing in structuring and arranging mergers and
acquisitions. The principal business address of WNI, which also serves as its
principal office, is 115 East Putnam Avenue, Greenwich, Connecticut 06830.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to each director and executive officer of WNI are as follows:
Residence of Principal Occupation
Name Business Address or Employment
- ---- ---------------- -------------
AMM See answers above. See answers above.
Victor E. 850 Bear Tavern Road, President of Azimuth
Ameye, Jr. Suite 105 Corp. and Cadmus Corp.
West Trenton, New Jersey
08628
BEK See answers above. See answers above.
Steve D. 115 East Putnam Avenue Principal of WNI.
Hollopeter Greenwich, Connecticut
06830
Azimuth Corp. is a manufacturer of trade show exhibits and a
distributor of fabric, fuses and aerospace fasteners. The principle business
address of Azimuth Corp., which also serves as its principal office, is 850 Bear
Tavern Road, Suite 105, West Trenton, New Jersey 08628.
Cadmus Corp. is a manufacturer of inspection equipment incorporating
video technology. The principal business address of Cadmus Corp., which also
serves as its principal office, is 850 Bear Tavern Road, Suite 150, West
Trenton, New Jersey 08628.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 19 OF 27 PAGES
- --------------------------------------------------------------------------------
(d) - (f)
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is amended in its entirety to read as follows:
The source and amount of funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
Reporting Person Source of Funds Amount of Funds
- ---------------- --------------- ---------------
TAG Working Capital (1) $152,425.36
EBD Not Applicable Not Applicable
DAC Not Applicable Not Applicable
TMT-FW Not Applicable Not Applicable
TMT Not Applicable Not Applicable
AMM Personal Funds (2) $136,721.19
ADS Personal Funds (2) $ 39,878.90
KGD Personal Funds (2) $ 24,946.34
RCS Personal Funds (2) $ 24,946.34
KPL Personal Funds (2) $ 4,209.41
BEK Personal Funds (2) $ 9,969.72
Liberty Contributions from $361,805.85 (4)
Partners (3)
WNI Working Capital (1) $ 50,000.00
(1) As used herein, the term "working Capital" includes income from the
business operations of tire entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Stock.
(2) As used herein, the term "Personal Funds" may include sums borrowed
from banks and brokerage firm margin accounts,
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 20 OF 27 PAGES
- --------------------------------------------------------------------------------
none of which were borrowed or otherwise obtained for the specific purpose of
acquiring, handling, trading or voting the Stock.
(3) None of the funds reported herein as "Contributions from Partners"
were borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(4) This figure assumes the exercise in full by Liberty of the Warrants
and reflects an exercise price per share of Warrant Stock of $0.36747. This
figure also includes $10,000 to be paid for the Warrants.
Item 4. PURPOSE OF TRANSACTION.
Item 4 hereby partially is amended by adding at the end thereof, the
following:
The closing of the transactions described in Item 4 occurred on
November 20, 1989.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a) and (b) of Item 5 hereby are amended in their entirety to read as
follows:
(a)
TAG
The aggregate number of shares of the Stock that TAG owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 453,176, which constitutes
approximately 9.9% of the outstanding shares of the Stock.
EBD
Because of its position as the sole general partner of TAG, EBD may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
453,176 shares of the Stock, which constitutes approximately 9.9% of the
outstanding shares of the Stock.
DAC
Because of his position as one of two general partners of EBD, the sole
general partner of TAG, DAC may, pursuant to Rule 13d-3 of the Act, be deemed to
be the beneficial owner of 453,176 shares of the Stock, which constitutes
approximately 9.9% of the outstanding shares of the Stock.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 21 OF 27 PAGES
- --------------------------------------------------------------------------------
TMT-FW
Because of its position as one of two general partners of EBD, the sole
general partner of TAG, TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 453,176 shares of the Stock, which constitutes
approximately 9.9% of the outstanding shares of the Stock.
TMT
Because of his position as the President and sole shareholder of
TMT-FW, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 453,176 shares of the Stock, which constitutes approximately
9.9% of the outstanding shares of the Stock.
AMM
Because of his positions as the sole general partner of Liberty with
respect to 957,373 of such shares of the Stock and as the President of WNI with
respect to 148,655 of such shares of the Stock, AMM may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of 1,512,514 shares of the
Stock in the aggregate, which constitutes approximately 27.3% of the 5,534,989
shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the
Act.
ADG
The aggregate number of shares of the Stock that ADG owns beneficially,
pursuant to Rule 13d-3 of the Act, is 118,564, which constitutes approximately
2.6% of the outstanding shares of the Stock.
KGD
The aggregate number of shares of the Stock that KGD owns beneficially,
pursuant to Rule 13d-3 of the Act, is 74,168, which constitutes approximately
1.6% of the outstanding shares of the Stock.
RCS
The aggregate number of shares of the Stock that RCS owns beneficially,
pursuant to Rule 13d-3 of the Act, is 74,168, which constitutes approximately
1.6% of the outstanding shares of the Stock.
KPL
The aggregate number of shares of the Stock that KPL owns beneficially,
pursuant to Rule 13d-3 of the Act, is 12,515, which constitutes approximately
0.3% of the outstanding shares of the Stock.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 22 OF 27 PAGES
- --------------------------------------------------------------------------------
BEK
The aggregate number of shares of the Stock that BEK owns beneficially,
pursuant to Rule 13d-3 of the Act, is 29,641, which constitutes approximately
0.6% of the outstanding shares of the Stock.
LIBERTY
The aggregate number of shares of the Stock that Liberty owns
beneficially, pursuant to Rule 13d-3 of the Act, is 957,373, which constitutes
approximately 17.3% of the 5,534,989 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
WNI
The aggregate number of shares of the Stock that WNI owns beneficially,
pursuant to Rule 13d-3 of the Act, is 148,655, which constitutes approximately
3.2% of the outstanding shares of the Stock.
Except as set forth above, to the best of the knowledge of the
Reporting Persons, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(b)
TAG
Acting through its sole general partner, TAG has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 453,176
shares of the Stock.
EBD
As the sole general partner of TAG, EBD has the sole power to vote or
to direct the vote and to dispose or direct the disposition of 453,176 shares of
the Stock.
DAC
As one of two general partners of EBD which is the sole general partner
of TAG, DAC has shared power to vote or to direct the vote and to dispose or to
direct the disposition of 453,176 shares of the Stock.
TMT-FW
As one of two general partners of EBD, which is the sole general
partner of TAG, TMT-FW has shared power to vote or to
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 23 OF 27 PAGES
- --------------------------------------------------------------------------------
direct the vote and to dispose or to direct the disposition of 453,176 shares of
the Stock.
TMT
As the President and sole shareholder of TMT-FW, which is one of two
general partners of EBD, which is the sole general partner of TAG, TMT has
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 453,176 shares of the Stock.
AMM
As the sole general partner of Liberty, as the President of WNI and
individually, AMM has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 1,512,514 shares of the Stock in the
aggregate.
ADG
ADG has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 118,564 shares of the Stock.
KGD
KGD has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 74,168 shares of the Stock.
RCS
RCS has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 74,168 shares of the Stock.
KPL
KPL has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 12,515 shares of the Stock.
BEK
BEK has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 29,641 shares of the Stock.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 24 OF 27 PAGES
- --------------------------------------------------------------------------------
LIBERTY
Acting through its sole general partner and assuming the exercise in
full of the Warrants, Liberty has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 957,373 shares of the Stock.
WNI
Acting through its President, WNI has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 957,373 shares of
the Stock.
Paragraph (c) of Item 5 hereby partially is amended by adding at the
end thereof, the following:
Pursuant to an Assignment and Assumption Agreement dated as of November
17, 1989, a copy of which is attached hereto as Exhibit M, AMM assigned his
right and obligation to purchase 148,655 shares of the Stock and all other
rights and obligations under the Purchase Agreement related to such purchase to
WNI.
Except as set forth herein, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock since the
last filing on Schedule 13D.
(d) - (e)
No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Agreement pursuant to Rule 13d-1(f)(l)(iii), at page 29.
Exhibit B -- Power of Attorney for Roger L. Keech, previously filed
with the Schedule 13D.
Exhibit C -- Power of Attorney for Alan P. Gordon, previously filed
with the Schedule 13D.
Exhibit D -- Power of Attorney for Kim S. Davis, previously filed with
the Schedule 13D).
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 25 OF 27 PAGES
- --------------------------------------------------------------------------------
Exhibit E -- Power of Attorney for Robert C. Shaw, previously filed
with the Schedule 13D.
Exhibit F -- Power of Attorney for Kevin P. Lynch, previously filed
with the Schedule 13D.
Exhibit S -- Power of Attorney for Brian E. Kinsman, previously filed
with the Schedule 13D.
Exhibit H -- Stock Purchase Agreement, previously filed with the
Schedule 13D.
Exhibit I -- Agreement of Limited Partnership of Liberty Associates
Limited Partnership, previously filed with the Schedule 13D.
Exhibit J -- Press Release, previously filed with the Schedule 13D.
Exhibit K -- Power of Attorney for Liberty Associates Limited
Partnership, previously filed with the Schedule 13D.
Exhibit L -- Assignment and Assumption Agreement, previously filed with
the Schedule 13D.
Exhibit M -- Assignment and Assumption Agreement, at page 32.
Exhibit N -- Press Release, at page 35.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 26 OF 27 PAGES
- --------------------------------------------------------------------------------
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: November 27 , 1989
THE AIRLIE GROUP, L.P.,
a Delaware limited partnership
By: EBD, L.P.,
a Delaware limited
partnership, General Partner
By: TMT-FW, INC.,
a Texas corporation,
General Partner
By: /s/ W. ROBERT COTHAM
---------------------
W. Robert Cotham,
Vice President
EBD, L.P.,
a Delaware limited partnership
By: TMT-FW, INC.,
a Texas corporation,
General Partner
By: /s/ W. ROBERT COTHAM
---------------------
W. Robert Cotham,
Vice President
TMT-FW, INC.,
a Texas Corporation
By: /s/ W. ROBERT COTHAM
-------------------------
W. Robert Cotham,
Vice President
/s/ W. ROBERT COTHAM
-------------------------
W. Robert Cotham,
attorney-in-fact for:
THOMAS M. TAYLOR (1)
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 27 OF 27 PAGES
- --------------------------------------------------------------------------------
/s/ WILLIAM P. HALLMAN, JR.
----------------------------
William P. Hallman, Jr.,
attorney-in-fact for:
DORT A. CAMERON, III (2)
/s/ ERVIN D. CRUCE
----------------------------
Ervin D. Cruce,
attorney-in-fact for:
ALEXANDER M. MILLEY (3)
WINCHESTER NATIONAL, INC. (4)
ALAN D. GORDON (5)
KIM G. DAVIS (6)
ROBERT C. SHAW (7)
KEVIN P. LYNCH (8)
BRIAN E. KINSMAN (9)
LIBERTY ASSOCIATES LIMITED
PARTNERSHIP,
a Delaware limited partnership (10)
<PAGE>
THIS SCHEDULE 13D AMENDMENT WAS PREVIOUSLY FILED IN PAPER FORMAT AND IS NOW
BEING FILED (WITHOUT EXHIBITS) PURSUANT TO RULE 101(a)(2)(ii) OF REGULATION S-T
AND RULE 13d-2(c) UNDER THE SECURITIES EXCHANGE ACT OF 1934.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Bell National Corporation
---------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value Per Share
---------------------------------------------------
(Title of Class of Securities)
078142106
(CUSIP Number)
Mr. Ervin D. Cruce
2000 First City Bank Tower, Fort Worth, Texas 76102
(817) 877-0477
---------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 1989
---------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the following box if a fee is being paid with the statement [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares reported herein is 2,274,746, which constitutes
approximately 41.1% of the total number of shares outstanding, assuming,
pursuant to Rule 13d-3(d)(1)(i), that there are 5,534,989 shares outstanding.
Unless otherwise specifically stated, all ownership percentages set forth herein
assume that there are 3,260,243 shares outstanding.
Exhibit index is located at page 30 herein.
(Continued on following page(s))
Page 1 of 27 Pages
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 2 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Airlie Group, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,713,419
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 3 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EBD, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (1)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Solely in its capacity as the sole general partner of The Airlie Group,
L.P.
(3) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,713,419
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 4 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dort A. Cameron, III
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dort A. Cameron, III is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (1)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Solely in his capacity as one of two general partners of EBD, L.P.
(3) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,713,419
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 5 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TMT-FW, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (1)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Solely in its capacity as one of two general partners of EBD, L.P.
(3) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,713,419
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 6 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas M. Taylor
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Thomas M. Taylor is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (1)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Solely in his capacity as the President of TMT-FW, Inc.
(3) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,713,419
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 7 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander M. Milley
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alexander M. Milley is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,512,514 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.7% (1)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Solely in his capacity as the sole general partner of Liberty Associates
Limited Partnership with respect to 957,373 of such shares.
(3) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 4,772,757
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 8 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger L. Keech
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Roger L. Keech is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- -0-
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 9 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan D. Gordon
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alan D. Gordon is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,564 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,378,807
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 10 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kim G. Davis
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kim G. Davis is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,168 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,334,411
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 11 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Shaw
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Robert C. Shaw is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,168 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,334,411
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 12 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin P. Lynch
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kevin P. Lynch is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,515 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,272,758
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 13 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian E. Kinsman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Brian E. Kinsman is a citizen of Canada.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,641 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,289,884
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 14 OF 27 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liberty Associates Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO - Contributions from partners
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,373 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and on the view set forth in
the first paragraph of Item 5(a) and assuming exercise in full of the
Warrants
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 4,217,616
shares outstanding
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 15 OF 27 PAGES
- --------------------------------------------------------------------------------
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated September 15,
1989 (the "Schedule 13D") relating to the Common Stock, no par value per share
(the "Stock"), of Bell National Corporation (the "Issuer"). Unless otherwise
indicated, all defined terms used herein shall have the same meanings as those
set forth in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
Paragraph (a) of Item 2 hereby partially is amended by adding at the
end thereof the following:
(a)
As a result of occurrences since the filing of the Schedule 13D, (i)
TMT-FW, Inc., a Texas corporation ("TMT-FW"), and its controlling person, Thomas
M. Taylor ("TMT"), shall be Reporting Persons with respect to this filing and
any future filings on the Schedule 13D, (ii) MHM Texas and MHM shall no longer
be Reporting Persons with respect to this filing and any future filings on the
Schedule 13D, and (iii) RLK shall no longer be a Reporting Person with respect
to any future filings on the Schedule 13D.
Paragraphs (b) and (c) of Item 2 hereby are amended in their entirety
to read as follows:
(b) - (c)
TAG
TAG is a Delaware limited partnership. The principal business of TAG is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of TAG, which also serves as its principal
office, is 2000 First City Bank Tower, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to EBD, the
sole general partner of TAG, is set forth below.
EBD
EBD is a Delaware limited partnership. The principal business of EBD is
serving as the sole general partner of TAG. The principal business address of
EBD, which also serves as its principal office, is 2000 First City Bank Tower,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 16 OF 27 PAGES
- --------------------------------------------------------------------------------
Act, information with respect to DAC and TMT-FW, the general partners of EBD, is
set forth below.
DAC
DAC's principal occupation or employment is serving as one of two
general partners of EBD. DAC's business address is 115 East Putnam Avenue,
Greenwich, Connecticut 06830.
TMT-FW
TMT-FW is a Texas corporation. The principal business of TMT-FW is
serving as one of two general partners of EBD. The principal business address of
TMT-FW, which also serves as its principal office, is 3200 First City Bank
Tower, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, information with respect to each director, executive officer and
controlling person of TMT-FW are as follows:
Residence or Principal Occupation
Name Business Address or Employment
- ---- ---------------- -------------
Thomas M. Taylor 3200 First City Bank President of Thomas
Tower M. Taylor & Co.
Fort Worth, Texas 76102 ("Taylor & Co.")
W. Robert Cotham 2600 First City Bank Vice President/
Tower Controller of
Fort Worth, Texas 76102 Bass Enterprises
Production Co.
("BEPCO")
Taylor & Co. is a Texas corporation, the principal business of which is
the rendering of investment consulting services to third parties. The principal
business address of Taylor & Co., which also serves as its principal office, is
3200 First City Bank Tower, Fort Worth, Texas 76102.
BEPCO is a Texas corporation. BEPCO's principal business is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 2700 First City
Bank Tower, Fort Worth, Texas 76102.
TMT
See answers above.
AMM
AMM's principal occupation or employment is serving as the President of
Winchester National, Inc. ("WNI"). AMM's business address is 115 East Putnam
Avenue, Greenwich, Connecticut 06830.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 17 OF 27 PAGES
- --------------------------------------------------------------------------------
WNI, a Delaware corporation, is a private investment and management
consulting firm specializing in structuring and arranging mergers and
acquisitions. The principal business address of WNI, which also serves as its
principal office, is 115 East Putnam Avenue, Greenwich, Connecticut 06830.
RLK
RLK's principal occupation or employment is serving as a principal of
WNI. RLK's business address is 1375 Route 23, #20, Butler, New Jersey 07405.
ADG
ADG's principal occupation or employment is serving as the President of
Richland, Gordon & Company ("Richland"). ADG's business address is 20 North
Wacker Drive, Chicago, Illinois 60606.
Richland is a business brokerage firm. The principal business address
of Richland, which also serves as its principal office, is 20 North Wacker
Drive, Chicago, Illinois 60606.
KGD
KGD's principal occupation or employment is serving as a principal of
Kohlberg & Co. KGD's business address is 116 Radio Circle, Mt. Kisco, New York
10549.
Kohlberg & Co. is a private investment firm specializing in structuring
and arranging mergers and acquisitions. The principal business address of
Kohlberg & Co., which also serves as its principal office, is 116 Radio Circle,
Mt. Kisco, New York 10549.
RCS
RCS's principal occupation or employment is serving as a principal of
WNI. RCS's business address is 115 East Putnam Avenue, Greenwich, Connecticut
06830.
KPL
KPL's principal occupation or employment is serving as a principal of
WNI. KPL's business address is 115 East Putnam Avenue, Greenwich, Connecticut
06830.
BEK
BEK's principal occupation or employment is serving as a principal of
WNI. BEK's business address is 115 East Putnam Avenue, Greenwich, Connecticut
06830.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 18 OF 27 PAGES
- --------------------------------------------------------------------------------
LIBERTY
Liberty is a Delaware limited partnership the principal business of
which is the purchase, sale, exchange, acquisition and holding of securities of
the Issuer. The principal business address of Liberty, which also serves as its
principal office, is 115 East Putnam Avenue, Greenwich, Connecticut 06830.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to AMM, the sole general partner of Liberty, is set forth above.
(d) - (f)
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is amended in its entirety to read as follows:
The source and amount of funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
Reporting Person Source of Funds Amount of Funds
---------------- --------------- ---------------
TAG Working Capital (1) $149,375.48 (2)
EBD Not Applicable Not Applicable
DAC Not Applicable Not Applicable
TMT-FW Not Applicable Not Applicable
TMT Not Applicable Not Applicable
ANN Personal Funds (3) $182,985.11 (2)
RLK Not Applicable Not Applicable
ADG Personal Funds (3) $ 39,080.96 (2)
KGD Personal Funds (3) 24,447.19 (2)
RCS Personal Funds (3) 24,447.19 (2)
KPL Personal Funds (3) 4,125.18 (2)
BEK Personal Funds (3) 9,770.24 (2)
Liberty Contributions from 355,362.74 (5)
Partners (4)
(1) As used herein, the term "Working Capital" includes income from the business
operations of the entity plus sums borrowed from banks and brokerage firm margin
accounts to
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 19 OF 27 PAGES
- --------------------------------------------------------------------------------
operate such business in general. None of the funds reported herein as "Working
Capital" were borrowed or otherwise obtained for the specific purpose of
acquiring, handling, trading or voting the Stock.
(2) Assumes a consolidated net worth of the Issuer of $1,000,000
immediately prior to the closing of the transactions described in Item 4 and
that the following number of shares of the Stock are purchased by the Reporting
Persons based on the formula set forth in the Stock Purchase Agreement as
described in Item 4, as adjusted to reflect the assignment described in Item
5(c):
Reporting Person Number of Shares
---------------- ----------------
TAG 453,176
AMM 555,141
RLK -0-
ADG 118,564
KGD 74,168
RCS 74,168
KPL 12,515
BEK 29,641
(3) As used herein, the term "Personal Funds" may include sums borrowed
from banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Stock.
(4) None of the funds reported herein as "Contributions from Partners"
were borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(5) This figure (a) assumes the exercise in full by Liberty of the
Warrants, (b) assumes an exercise price per share of Warrant Stock of $0.36074,
(c) assumes a consolidated net worth of the Issuer of $1,000,000 immediately
prior to the closing of the transactions described in Item 4 and (d) includes
$10,000 to be paid for the Warrant. See Item 4.
Item 4. PURPOSE OF TRANSACTION.
Item 4 hereby partially is amended by adding at the end thereof, the
following:
On November 3, 1989, the shareholders of the Issuer approved the
Purchase Agreement and elected AMM as Chairman of the Board and RCS, Mr. Ameye,
Mr. Toussaint and Mr. Kelly as directors of the Issuer.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a) and (b) of Item 5 hereby are amended in their entirety
to read as follows:
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 20 OF 27 PAGES
- --------------------------------------------------------------------------------
(a)
Pursuant to the Purchase Agreement and based on the assumptions set
forth in Item 4, the aggregate number of shares of the Stock that the Reporting
Persons (other than Liberty) may be deemed to own beneficially, pursuant to Rule
13d-3 of the Act, is 1,317,373. The allocation of such shares set forth below
and in Schedule 1 to the Purchase Agreement is, however, subject to revision
among the Stock Purchasers prior to the Closing. Because, based on the
assumptions set forth in Item 4, Liberty will obtain the right to acquire
957,373 shares of the Stock upon the due authorization, issuance and delivery to
it of the Warrants and because such Warrants may first become exercisable upon
the occurrence of a contingent event that could so occur within 60 days, Liberty
may be deemed to be the beneficial owner of such 957,373 shares pursuant to Rule
13d-3 of the Act. Pursuant to Rule 13d-4 of the Act, each Reporting Person
disclaims beneficial ownership of all such shares.
TAG
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement, the aggregate number of shares of the Stock that TAG owns
beneficially, pursuant to Rule 13d-3(d)(l)(i) of the Act, is 453,176, which
constitutes approximately 12.2% of the 3,713,419 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act.
EBD
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement and because of its position as the sole general partner of
TAG, EBD may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 453,176 shares of the Stock, which constitutes approximately 12.2% of
the 3,713,419 shares of the Stock deemed outstanding pursuant to Rule
13d-3(d)(l)(i) of the Act.
DAC
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement and because of his position as one of two general partners of
EBD, the sole general partner of TAG, DAC may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which
constitutes approximately 12.2% of the 3,713,419 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act.
TMT-FW
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement and because of its position as one of two general partners of
EBD, the sole
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 21 OF 27 PAGES
- --------------------------------------------------------------------------------
general partner of TAG, TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 453,176 shares of the Stock, which constitutes
approximately 12.2% of the 3,713,419 Shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
TMT
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement and because of his position as the President and sole
shareholder of TMT-FW, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to
be the beneficial owner of 453,176 shares of the Stock, which constitutes
approximately 12.2% of the 3,713,419 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
ANN
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement (as adjusted to reflect the assignment described in Item
5(c)) and because of his position as the sole general partner of Liberty with
respect to 957,373 of such shares of the Stock, AMM may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of 1,512,514 shares of the
Stock in the aggregate, which constitutes approximately 31.7% of the 4,772,757
shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the
Act.
RLK
The aggregate number of shares of the Stock that RLK owns beneficially,
pursuant to Rule 13d-3 of the Act and as a result of the assignment described in
Item 5(c), is -0-, which constitutes approximately 0% of the outstanding shares
of the Stock.
ADG
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement, the aggregate number of shares of the Stock that ADG owns
beneficially, pursuant to Rule 13d-3 of the Act, is 118,564, which constitutes
approximately 3.5% of the 3,378,807 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
KGD
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement, the aggregate number of shares of the Stock that KGD owns
beneficially, pursuant to Rule 13d-3 of the Act, is 74,168, which constitutes
approximately 2.2% of the 3,334,411 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 22 OF 27 PAGES
- --------------------------------------------------------------------------------
RCS
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement, the aggregate number of shares of the Stock that RCS owns
beneficially, pursuant to Rule 13d-3 of the Act, is 74,168, which constitutes
approximately 2.2% of the 3,334,411 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
KPL
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement, the aggregate number of shares of the Stock that KPL owns
beneficially, pursuant to Rule 13d-3 of the Act, is 12,515, which constitutes
approximately 0.4% of the 3,272,758 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
BEK
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement, the aggregate number of shares of the Stock that BEK owns
beneficially, pursuant to Rule 13d-3 of the Act, is 29,641, which constitutes
approximately 0.9% of the 3,289,884 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
LIBERTY
Based on the assumptions set forth in Item 4 and on the view set forth
in the first paragraph of this Item 5(a), the aggregate number of shares of the
Stock that Liberty owns beneficially, pursuant to Rule 13d-3 of the Act, is
957,373, which constitutes approximately 22.7% of the 4,217,616 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act.
Except as set forth above, to the best of the knowledge of the
Reporting Persons, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(b)
Pursuant to the Purchase Agreement and based on the assumptions set
forth in Item 4, the aggregate number of shares of the Stock that the Reporting
Persons (other than Liberty) own beneficially, pursuant to Rule 13d-3 of the
Act, is 1,317,373. Because, based on the assumptions set forth in Item 4,
Liberty will obtain the right to acquire 957,373 shares of the Stock upon the
due authorization, issuance and delivery to it of the Warrants and because such
Warrants may first become exercisable upon the occurrence of a contingent event
that could occur within 60 days, Liberty may be deemed to be the beneficial
owner of such 957,373 shares pursuant to Rule 13d-3 of the Act. Although the
Reporting Persons may be deemed
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 23 OF 27 PAGES
- --------------------------------------------------------------------------------
to beneficially own such shares pursuant to Rule 13d-3(d)(l)(i) of the Act, the
Reporting Persons possess only the right to acquire such shares and will not,
therefore, exercise voting or dispositive power over such shares until the
closing of the transactions described in Item 4, as set forth below.
TAG
Acting through its sole general partner, TAG has no power to vote or to
direct the vote and to dispose or to direct the disposition of any shares of the
Stock.
EBD
As the sole general partner of TAG, EBD has no power to vote or to
direct the vote and to dispose or direct the disposition of any shares of the
Stock.
DAC
As one of two general partners of EBD, which is the sole general
partner of TAG, DAC has no power to vote or to direct the vote and to dispose or
to direct the disposition of any shares of the Stock.
TMT-FW
As one of two general partners of EBD, which is the sole general
partner of TAG, TMT-FW has no power to vote or to direct the vote and to dispose
or to direct the disposition of any shares of the Stock.
TMT
As the President and sole shareholder of TMT-FW, which is one of two
general partners of EBD, which is the sole general partner of TAG, TMT has no
power to vote or to direct the vote and to dispose or to direct the disposition
of any shares of the Stock.
AMM
As the sole general partner of Liberty and individually, AMM has no
power to vote or to direct the vote and to dispose or to direct the disposition
of any shares of the Stock.
RLK
RLK has no power to vote or to direct the vote and to dispose or to
direct the disposition of any shares of the Stock.
ADG
ADG has no power to vote or to direct the vote and to dispose or to
direct the disposition of any shares of the Stock.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 24 OF 27 PAGES
- --------------------------------------------------------------------------------
KGD
KGD has no power to vote or to direct the vote and to dispose or to
direct the disposition of any shares of the Stock.
RCS
RCS has no power to vote or to direct the vote and to dispose or to
direct the disposition of any shares of the Stock.
KPL
KPL has no power to vote or to direct the vote and to dispose or to
direct the disposition of any shares of the Stock.
BEK
BEK has no power to vote or to direct the vote and to dispose or to
direct the disposition of any shares of the Stock.
LIBERTY
Acting through its sole general partner, Liberty has no power to vote
or to direct the vote and to dispose or to direct the disposition of any shares
of the Stock.
Paragraph (c) of Item 5 hereby partially is amended by adding at the
end thereof, the following:
Pursuant to an Assignment and Assumption Agreement dated as of October
31, 1989, a copy of which is attached hereto as Exhibit L, RLK has assigned all
of his rights and obligations under the Purchase Agreement, including the right
and obligation to purchase 74,168 shares of the Stock, to AMM.
Except as set forth herein, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock since the
last filing on Schedule 13D.
(d) - (e)
No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Agreement pursuant to Rule 13d-l(f)(l)(iii), at page 29.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 25 OF 27 PAGES
- --------------------------------------------------------------------------------
Exhibit B -- Power of Attorney for Roger L. Keech, at page 32.
Exhibit C -- Power of Attorney for Alan D. Gordon, previously filed
with the Schedule 13D.
Exhibit D -- Power of Attorney for Kim C. Davis, previously filed with
the Schedule 13D.
Exhibit E -- Power of Attorney for Robert C. Shaw, previously filed
with the Schedule 13D.
Exhibit F -- Power of Attorney for Kevin P. Lynch, previously filed
with the Schedule 13D.
Exhibit C -- Power of Attorney for Brian E. Kinsman, at page 33.
Exhibit H -- Stock Purchase Agreement, previously filed with the
Schedule 13D.
Exhibit I -- Agreement of Limited Partnership of Liberty Associates
Limited Partnership, previously filed with the Schedule 13D.
Exhibit J -- Press Release, previously filed with the Schedule 13D.
Exhibit K -- Power of Attorney for Liberty Associates Limited
Partnership, at page 34.
Exhibit L -- Assignment and Assumption Agreement, at page 35.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 26 OF 27 PAGES
- --------------------------------------------------------------------------------
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: November 10, 1989
THE AIRLIE GROUP, L.P.,
a Delaware limited partnership
By: EBD, L.P.,
a Delaware limited
partnership, General Partner
By: TMT-FW, INC.,
a Texas corporation,
General Partner
By: /s/ W. Robert Cotham
----------------------------------
W. Robert Cotham,
Vice President
EBD, L.P.,
a Delaware limited partnership
By: TMT-FW, INC.,
a Texas corporation,
General Partner
By: /s/ W. Robert Cotham
----------------------------------
W. Robert Cotham,
Vice President
TMT-FW, INC.,
a Texas Corporation
By: /s/ W. Robert Cotham
--------------------------------------
W. Robert Cotham,
Vice President
/s/ W. Robert Cotham
--------------------------------------
W. Robert Cotham,
attorney-in-fact for:
THOMAS M. TAYLOR (1)
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 27 OF 27 PAGES
- --------------------------------------------------------------------------------
/s/ Ervin D. Cruce
--------------------------------------
Ervin D. Cruce,
attorney-in-fact for:
DORT A. CAMERON, III (2)
ALEXANDER M. MILLEY (3)
ROGER L. KEECH (4)
ALAN D. GORDON (5)
KIM G. DAVIS (6)
ROBERT C. SHAW (7)
KEVIN P. LYNCH (8)
BRIAN E. KINSMAN (9)
LIBERTY ASSOCIATES LIMITED
PARTNERSHIP,
a Delaware limited partnership (10)
<PAGE>
THIS SCHEDULE 13D WAS PREVIOUSLY FILED IN PAPER FORMAT AND IS NOW BEING FILED
(WITHOUT EXHIBITS) PURSUANT TO RULE 101(a)(2)(ii) OF REGULATION S-T AND RULE
13d-2(c) UNDER THE SECURITIES EXCHANGE ACT OF 1934.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Bell National Corporation
-----------------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value Per Share
-----------------------------------------------------------
(Title of Class of Securities)
078142106
-------------------------
(CUSIP Number)
Mr. Ervin D. Cruce
2000 First City Bank Tower, Fort Worth, Texas 76102
(817) 877-0477
-----------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 6, 1989
-----------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the following box if a fee is being paid with the statement [X].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares reported herein is 2,274,746, which constitutes
approximately 41.1% of the total number of shares outstanding, assuming,
pursuant to Rule 13d-3(d)(1)(i), that there are 5,534,989 shares outstanding.
Unless otherwise specifically stated, all ownership percentages set forth herein
assume that there are 3,260,243 shares outstanding.
Exhibit index is located at page 30 herein.
(Continued on following page(s))
Page 1 of 33 Pages
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 2 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Airlie Group, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,713,419
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 3 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EBD, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (1)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Solely in its capacity as the sole general partner of The Airlie Group,
L.P.
(3) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,713,419
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 4 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dort A. Cameron, III
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dort A. Cameron, III is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (1)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Solely in its capacity as one of two general partners of EBD, L.P.
(3) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,713,419
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 5 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MHM Texas, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (1)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Solely in its capacity as one of two general partners of EBD, L.P.
(3) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,713,419
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 6 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morton H. Meyerson
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Morton H. Meyerson is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,176 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (1)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Solely in his capacity as the President of MHM Texas, Inc.
(3) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,713,419
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 7 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander M. Milley
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alexander M. Milley is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,438,346 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6% (1)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Solely in his capacity as the sole general partner of Liberty Associates
Limited Partnership with respect to 957,373 of such shares.
(3) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 4,698,589
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 8 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger L. Keech
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Roger L. Keech is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,168(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%(1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are
3,334,411 shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 9 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan D. Gordon
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alan D. Gordon is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,564 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,378,807
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 10 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kim G. Davis
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kim G. Davis is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,168 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,334,411
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 11 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Shaw
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Robert C. Shaw is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,168 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,334,411
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 12 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin P. Lynch
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kevin P. Lynch is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,515 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,272,758
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 13 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian E. Kinsman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Brian E. Kinsman is a citizen of the United States of America.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,641 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and in Schedule 1 to the Stock
Purchase Agreement.
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 3,289,884
shares outstanding.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 14 OF 33 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liberty Associates Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO - Contributions from partners
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b)
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- See Item 5(b)
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
See Item 5(b)
------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b)
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,373 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7% (1)(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the assumptions set forth in Item 4 and on the view set forth in
the first paragraph of Item 5(a) and assuming exercise in full of the
Warrants
(2) Assumes, pursuant to Rule 13d(d)(1)(i) of the Act, that there are 4,217,616
shares outstanding
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 15 OF 33 PAGES
- --------------------------------------------------------------------------------
Item 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, no par value per share (the
"Stock"), of Bell National Corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 155 Sansome Street, Suite 600, San
Francisco, California 94104.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-l(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby file this Schedule 13D Statement on
behalf of The Airlie Group, L.P., a Delaware limited partnership ("TAG"), EBD,
L.P., a Delaware limited partnership ("EBD"), Dort A Cameron, III ("DAC"), MHM
Texas, Inc., a Texas corporation ("MHM Texas"), Morton H. Meyerson ("MEIM"),
Alexander M. Milley ("AMM"), Roger L. Keech ("RLK"), Alan D. Gordon ("ADG"), Kim
G. Davis ("KGD"), Robert C. Shaw ("RCS"), Kevin P. Lynch ("KPL"), Brian E.
Kinsman ("BEK") and Liberty Associates Limited Partnership, a Delaware limited
partnership ("Liberty"). TAG, EBD, DAC, MHM Texas, MHM, AAM, RLK, ADG, KGD, RCS,
KPL, BEK and Liberty are sometimes hereinafter referred to as the "Reporting
Persons." The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting Persons
that a group exists.
(b) - (c)
TAG
TAG is a Delaware limited partnership. The principal business of TAG is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of TAG, which also serves as its principal
office, is 2000 First City Bank Tower, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to EBD, the
sole general partner of TAG, is set forth below.
EBD
EBD is a Delaware limited partnership. The principal business of EBD is
serving as the sole general partner of TAG. The principal business address of
EBD, which also serves as its principal office, is 2000 First City Bank Tower,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to DAC and MHM Texas, the general partners of EBD, is
set forth below.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 16 OF 33 PAGES
- --------------------------------------------------------------------------------
DAC
DAC's principal occupation or employment is serving as one of two
general partners of EBD. DAC's business address is 115 East Putnam Avenue,
Greenwich, Connecticut 06830.
MHM Texas
MHM Texas is a Texas corporation. The principal business of MHM Texas
is serving as one of two general partners of EBD. The principal business address
of MHM Texas, which also serves as its principal office, is 5310 Harvest Hill
Road, Suite 200, Dallas, Texas 75230. Pursuant to Instruction C to Schedule 13D
of the Act, information with respect to each director and executive officer of
MHM Texas are as follows:
Residence or Principal Occupation
Name Business Address or Employment
- ---- ---------------- -------------
MHM See answers below. See answers below.
Ervin D. Cruce 2000 First City Bank Executive with TAG
Tower
Fort Worth, Texas 76102
MHM
MHM's principal occupation or employment is investing for his own
account. MHM's business address is 5310 Harvest Hill Road, Suite 200, Dallas,
Texas 75230.
AMM
AMM's principal occupation or employment is serving as the President of
Winchester National, Inc. ("WNI"). AMM's business address is 115 East Putnam
Avenue, Greenwich, Connecticut 06830.
WNI, a Delaware corporation, is a private investment and management
consulting firm specializing in structuring and arranging mergers and
acquisitions. The principal business address of WNI, which also serves as its
principal office, is 115 East Putnam Avenue, Greenwich, Connecticut 06830.
RLK
RLK's principal occupation or employment is serving as a principal of
WNI. RLK's business address is 1375 Route 23, #20, Butler, New Jersey 07405.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 17 OF 33 PAGES
- --------------------------------------------------------------------------------
ADG
ADG's principal occupation or employment is serving as the President of
Richland, Gordon & Company ("Richland"). ADG's business address is 20 North
Wacker Drive, Chicago, Illinois 60606.
Richland is a business brokerage firm. The principal business address
of Richland, which also serves as its principal office, is 20 North Wacker
Drive, Chicago, Illinois 60606.
KGD
KGD's principal occupation or employment is serving as a principal of
Kohlberg & Co. KGD's business address is 116 Radio Circle, Mt. Kisco, New York
10549.
Kohlberg & Co. is a private investment firm specializing in structuring
and arranging mergers and acquisitions. The principal business address of
Kohlberg & Co., which also serves as its principal office, is 116 Radio Circle,
Mt. Kisco, New York 10549.
RCS
RCS's principal occupation or employment is serving as a principal of
WNI. RCS's business address is 115 East Putnam Avenue, Greenwich, Connecticut
06830.
KPL
KPL's principal occupation or employment is serving as a principal of
WNI. KPL's business address is 115 East Putnam Avenue, Greenwich, Connecticut
06830.
BEK
BEK's principal occupation or employment is serving as a principal of
WNI. BEK's business address is 115 East Putnam Avenue, Greenwich, Connecticut
06830.
LIBERTY
Liberty is a Delaware limited partnership the principal business of
which is the purchase, sale, exchange, acquisition and holding of securities of
the Issuer. The principal business address of Liberty, which also serves as its
principal office, is 115 East Putnam Avenue, Greenwich, Connecticut 06830.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to AMM, the sole general partner of Liberty, is set forth above.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 18 OF 33 PAGES
- --------------------------------------------------------------------------------
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America except for BEK, who is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
Reporting Person Source of Funds Amount of Funds
- ---------------- --------------- ---------------
TAG Working Capital (1) $149,375.48 (2)
EBD Not Applicable Not Applicable
DAC Not Applicable Not Applicable
MHM Texas Not Applicable Not Applicable
MHM Not Applicable Not Applicable
AMM Personal Funds (3) $158,537.92 (2)
RLK Personal Funds (3) 24,447.19 (2)
ADO Personal Funds (3) 39,080.96 (2)
KGD Personal Funds (3) 24,447.19 (2)
RCS Personal Funds (3) 24,447.19 (2)
KPL Personal Funds (3) 4,125.18 (2)
BEK Personal Funds (3) 9,770.24 (2)
Liberty Contributions from 355,362.74 (5)
partners (4)
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 19 OF 33 PAGES
- --------------------------------------------------------------------------------
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Stock.
(2) Assumes a consolidated net worth of the Issuer of $1,000,000
immediately prior to the closing of the transactions described in Item 4 and
that the following number of shares of the Stock are purchased by the Reporting
Persons based on the formula set forth in the Stock Purchase Agreement as
described in Item 4:
Reporting Person Number of Shares
---------------- ----------------
TAG 453,176
AMM 480,973
RLK 74,168
ADG 118,564
KGD 74,168
RCS 74,168
KPL 12,515
BEK 29,641
(3) As used herein, the term "Personal Funds" may include sums borrowed
from banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Stock.
(4) None of the funds reported herein as "Contributions from Partners"
were borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(5) This figure (a) assumes the exercise in full by Liberty of the
Warrants, (b) assumes an exercise price per share of Warrant Stock of $0.36074,
(c) assumes a consolidated net worth of the Issuer of $1,000,000 immediately
prior to the closing of the transactions described in Item 4 and (d) includes
$10,000 to be paid for the Warrant. See Item 4.
Item 4. Purpose of Transaction.
Under the terms of a Stock Purchase Agreement dated as of August 17,
1989, and executed September 6, 1989, a copy of which is attached hereto as
Exhibit H (the "Purchase Agreement"), TAG, AMM, RLK, ADG, RCS, KGD, KPL and BEK
(the "Stock Purchasers") will purchase shares of Stock from the Issuer, and
Liberty (together with the Stock Purchasers, the "Investors") will purchase
warrants to acquire shares of Stock
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 20 OF 33 PAGES
- --------------------------------------------------------------------------------
from the Issuer (the "Warrants" and, with respect to the shares of Stock
issuable upon exercise of the Warrants, the "Warrant Stock"), such amounts to be
determined pursuant to the formulas contained in Section 1.02 of the Purchase
Agreement and described below. The formulas are designed to give the Investors,
based on certain assumptions, approximately 41% of the shares of Stock
outstanding after completion of the sale and assuming exercise in full of the
Warrants. The description set forth in this Item 4 of the Purchase Agreement and
of the other documents to be entered into in connection therewith, including
without limitation the forms of Warrant attached as Exhibit B to the Purchase
Agreement (the "Warrant"), Registration Rights Agreement attached as Exhibit F
to the Purchase Agreement (the "Registration Rights Agreement"), Employment
Agreement between the Issuer and AMM attached as Exhibit G to the Purchase
Agreement (the "AMM Employment Agreement"), Employment Agreement between the
Issuer and RCS attached as Exhibit H to the Purchase Agreement (the "RCS
Employment Agreement" and, jointly with the AMM Employment Agreement, the
"Employment Agreements") and SAR Purchase Agreements, as defined below, is not,
and does not purport to be, complete, and is qualified in its entirety by
reference to the Purchase Agreement and to such other documents.
Purchase Agreement
The number of shares of Stock that the Stock Purchasers will purchase
(the "Buyer Stock Amount") equals 360,000 plus one-half of 52.89% of the sum of
360,000 and the number of voting shares of Stock outstanding immediately prior
to the Closing. The number of shares of Warrant Stock equals the Buyer Stock
Amount minus 360,000. Assuming that the number of shares of Stock outstanding
immediately prior to the Closing is 3,260,243 (the number of voting shares of
Stock outstanding on July 31, 1989), the Buyer Stock Amount will equal 1,317,373
and the holder or holders of the Warrants will have the right to purchase an
aggregate of 957,373 shares of Stock.
In consideration for the Stock, the Investors will pay an aggregate
amount equal to the Buyer Stock Amount multiplied by a $0.04647 premium per
share over the fully diluted book value per share, minus $10,000 (the
"Acquisition Price"). As provided in Section 1.02 of the Purchase Agreement, the
fully diluted book value per share will be calculated immediately prior to the
closing of the transactions contemplated by the Purchase Agreement (the
"Closing") using the sum of (i) the consolidated net worth of the Issuer and
(ii) the aggregate exercise price of the outstanding stock options granted
pursuant to the Issuer's 1988 Stock Option Plan (the "Stock Option Plan") to
directors of the Issuer (the "Stock Options"), divided by the sum of the number
of shares of Stock
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 21 OF 33 PAGES
- --------------------------------------------------------------------------------
outstanding, the Stock Options outstanding and the number of stock appreciation
rights ("SARs") to be granted to the principals of Huret, Rothenberg & Co., a
valuation firm retained by the Issuer to advise it with respect to financial
matters.
The Issuer has agreed that, prior to the Closing, it will not, and will
not permit its subsidiaries to, among other things, declare dividends, amend the
terms of any outstanding securities of the Issuer or its subsidiaries, incur
indebtedness, incur any lien or any asset of the Issuer, issue securities or
options, enter into transactions or agreements except to the extent contemplated
by the Purchase Agreement.
The Issuer has also agreed that, subject to the directors' fiduciary
obligations, it will not directly or indirectly take any action to solicit,
initiate or encourage any offer or indication of interest from any person or
engage in negotiations with any person with respect to an "acquisition proposal"
and that the Issuer will hold certain information concerning the Investors in
confidence.
In addition to approval of the Purchase Agreement by the affirmative
vote of a majority of the outstanding shares of Stock entitled to vote, the
obligation of the Investors to consummate the sale is subject to, inter alia:
(a) the termination of the Stock Option Plan, all stock options
previously granted thereunder, and the Issuer's employment agreement with
Nicholas E. Toussaint, the Issuer's current President and Chief Executive
Officer, and the delivery of all SAR Agreements, as defined below.
(b) the execution and delivery of the Employment Agreements, the
Warrants, and the Registration Rights Agreement, as provided in the Purchase
Agreement;
(c) the appointment or election, as applicable, of AMM as Chairman of
the Board and Secretary of the Issuer, RCS as President, Chief Financial Officer
and Treasurer of the Issuer and of AMM, RCS, Victor F. Ameye, Jr. (a principal
of WNI), Mr. Toussaint and Raymond Kelly (currently a director of the Issuer),
as directors of the Issuer.
The Purchase Agreement may be terminated, whether before or after
approval of the Purchase Agreement by the shareholders, by, inter alia:
(a) either the Issuer or the Investors if the Closing does not occur by
October 16, 1989, unless failure to close is attributable to such party's
failure to fulfill its obligations under the Purchase Agreement;
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 22 OF 33 PAGES
- --------------------------------------------------------------------------------
(b) AMM as agent for the Investors, if any person, entity or group
other than the Investors acquires 50% or more of the shares of Stock
outstanding; and
(c) AMM as agent for the Investors, if any change not contemplated by
the Purchase Agreement has occurred since the date of the Purchase Agreement
which has caused, or is reasonably likely to cause, a material adverse effect on
the condition, revenues, assets, liabilities or capitalization of the Issuer.
As contemplated by the Purchase Agreement, the Reporting Persons
understand that the Issuer has amended its bylaws (effective upon Closing) to
require, at any time prior to the first anniversary of the Closing, the approval
of all or all but one of the directors for the amendment of the bylaws or the
entry into by the Issuer of (i) any material contract or commitment calling for
the expenditure by the Issuer of a material amount of funds, any compensation of
its directors or officers or the acquisition or disposition by the Issuer of its
securities or of other properties or assets and (ii) any other material
transaction or commitment. This provision is intended to assure that the
approval of Mr. Toussaint or Mr. Kelly or both of them is obtained before the
Issuer enters into any material transactions.
WARRANTS
At the Closing, Liberty will purchase Warrants for a total number of
shares of Warrant Stock equal to the Buyer Stock Amount minus 360,000 shares of
Stock, or 957,373 shares of Stock based on the current number of outstanding
voting shares of Stock of the Issuer, subject to adjustments for stock
dividends, subdivisions and combinations of shares of Stock, dividends and
certain other distributions to shareholders of the Issuer. The Warrants will be
purchased for $10,000 (the "Warrant Price") and will be exercisable for a price
per share equal to the sum of (i) the Acquisition Price divided by the Buyer
Stock Amount and (ii) $0.02353. The Warrants are exercisable at the earliest of
(i) three years from the Closing, (ii) such time as the consolidated earnings of
the Issuer before income taxes and debt service for any fiscal quarter exceed
$500,000 or (iii) such time as any change in control specified in the Warrants
takes place The Warrants shall expire ten years from the date of the Closing.
If, as a consequence of restrictions imposed by governmental
authorities or by law, including the antitrust
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 23 OF 33 PAGES
- --------------------------------------------------------------------------------
laws, the holder of the Warrants is unable to exercise all or any portion of the
Warrants without a significant delay or the rights incident to the Warrant Stock
issuable upon such exercise would be impaired, the Issuer will repurchase all or
the affected portion of the Warrants in accordance with the terms of Section 14
thereof. The repurchase price shall be a price per share equal to the difference
between the "current market price" per share, as defined in Section 1 of the
Warrants, and the exercise price per share of the Warrant Stock at the time of
repurchase.
REGISTRATION RIGHTS AGREEMENT
Prior to the Closing, the Investors will enter into a Registration
Rights Agreement with the Issuer substantially in the form of Exhibit F to the
Purchase Agreement. The Registration Rights Agreement provides under certain
circumstances for the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of the Investors Stock, the Warrants and the Warrant
Stock (collectively, the "Registrable Securities"). If the Issuer proposes to
register any equity security, any of the holders of the Registrable Securities
may request that their Registrable Securities be included in such registration.
Also, after March 31, 1991, at any time when the Issuer has had operating income
for any fiscal quarter greater than or equal to $500,000, the holders of at
least thirty percent of the Registrable Securities may, on three occasions (and
after the Issuer is eligible to use a Form S-3 registration statement, an
unlimited number of times), request that the Issuer effect the registration of
Registrable Securities. Expenses incurred in the registration will be paid by
the Issuer.
EMPLOYMENT AGREEMENTS
The Employment Agreements will be for an initial term of 3 years (and
thereafter will continue in effect from year to year) unless sooner terminated
in accordance with their respective terms. The Employment Agreements
respectively provide for annual compensation of $50,000 to RCS and $20,000 to
AMM. Both Employment Agreements provide for termination by either party upon
notice at least six months prior to the end of the initial or any renewal term.
Both Employment Agreements are also terminable by the Issuer upon "due cause,"
as defined therein. Under the terms of the Employment Agreements, RCS and AMM
are free to pursue other business ventures, investments and personal matters as
long as such activities do not unreasonably interfere with their respective
obligations to the Issuer under such Employment Agreements.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 24 OF 33 PAGES
- --------------------------------------------------------------------------------
STOCK APPRECIATION RIGHTS
Under the terms of the Purchase Agreement, at the Closing, the Stock
Option Plan and each outstanding Stock Option held by Mr. Toussaint and by each
of the directors of the Issuer will be terminated, and each prior holder of a
Stock Option will receive SARs of the Issuer equal in number to the number of
shares previously covered by that holder's Stock Option. The SARs will be
evidenced by, and subject to the terms of, SAR agreements ("SAR Agreements")
substantially in the forms of Exhibit A-1 to the Purchase Agreement (in the case
of the SARs received by Mr. Toussaint) and Exhibit A-2 to the Purchase Agreement
(in the case of the SARs received by directors other than Mr. Toussaint). In
addition, principals of Huret, Rothenberg will receive at the Closing, as
partial compensation for services rendered by them, 205,000 SARs, such SARs to
be evidenced by, and subject to the terms of, an SAP Agreement substantially in
the form of Exhibit D to the Purchase Agreement.
In general, each SAP entitles the holder to receive upon exercise an
amount equal to (1) the excess, if any, of the market value (or, if there is no
market for the shares, the appraised value) per share at the date of exercise
over the exercise price of the SAP plus (2) the amount of any dividends or
certain other distributions per share made by the Issuer prior to the exercise
date. The exercise price of each SAP other than the SARs issued to principals of
Huret, Rothenberg is equal to $0.30, the same as the exercise price of the Stock
Options. The exercise price of the SARs issued to Huret, Rothenberg is zero. The
SARs issued to Mr. Toussaint also provide for an additional payment on exercise
(under Section 2(e) of his SAR Agreement) if the effective ordinary income tax
rate exceeds the effective capital gain tax rate at the exercise date.
The SARs may not be exercised prior to the third anniversary of the
Closing. After the third anniversary of the Closing, the SARs may be exercised
in whole or in part at any time in the holder's discretion until the seventh
anniversary of the Closing, at which date all SARs will be deemed exercised
unless the holder expressly declines to exercise the SARs. Notwithstanding the
foregoing, the SARs become immediately exercisable upon certain change of
ownership transactions, as defined in the SAP Agreements.
Upon exercise of an SAR, the Issuer, at its option, may pay all or any
portion of the amount due to the holder in cash or in shares valued at market
value (or, if there is no market for shares, at the appraised value) on the
exercise date. If shares are so issued, the holder is afforded certain rights to
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 25 OF 33 PAGES
- --------------------------------------------------------------------------------
have such shares registered under the Securities Act, as set forth in Section
5(d) of the SAR Agreements.
* * * * *
Following the transactions described above and subject to the
supermajority provisions of the Issuer's bylaws with respect to action by the
Issuer's Board of Directors as described above, the Investors may be deemed to
control the Issuer's Board of Directors.
It is anticipated that following the transactions described above, the
Issuer's assets will consist almost entirely of approximately $1,400,000 in cash
and cash equivalents, and the Issuer will have no business operations. It is
expected that the Issuer will seek ways of employing its assets in order to
maximize shareholder values, including through acquisitions or other business
combinations, but no assurances can be given in such regard.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. Interest in Securities of the Issuer.
(a)
Pursuant to the Purchase Agreement and based on the assumptions set
forth in Item 4, the aggregate number of shares of the Stock that the Reporting
Persons (other than Liberty) may be deemed to own beneficially, pursuant to Rule
13d-3 of the Act, is 1,317,373. The allocation of such shares set forth below
and in Schedule 1 to the Purchase Agreement is, however, subject to revision
among the Stock Purchasers prior to the Closing. Because, based on the
assumptions set forth in Item 4, Liberty will obtain the right to acquire
957,373 shares of the Stock upon the due authorization, issuance and delivery to
it of the Warrants and because such Warrants may first become exercisable upon
the occurrence of a contingent event that could so occur within 60 days, Liberty
may be deemed to be the beneficial owner of such 957,373 shares pursuant to Rule
13d-3 of the Act. Pursuant to Rule 13d-4 of the Act, each Reporting Person
disclaims beneficial ownership of all such shares.
TAG
Based on the assumptions set forth in Item 4 and in Schedule 1 to the purchase
Agreement, the aggregate number of shares of the Stock that TAG owns
beneficially, pursuant to
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 26 OF 33 PAGES
- --------------------------------------------------------------------------------
Rule 13d-3(d)(1)(i) of the Act, is 453,176, which constitutes approximately
12.2% of the 3,713,419 shares of the Stock deemed outstanding pursuant to Rule
13d-3(d)(1)(i) of the Act.
EBD
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement and because of its position as the sole general partner of
TAG, EBD may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 453,176 shares of the Stock, which constitutes approximately 12.2% of
the 3,713,419 shares of the Stock deemed outstanding pursuant to Rule
13d-3(d)(l)(i) of the Act.
DAC
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement and because of his position as one of two general partners of
EBD, the sole general partner of TAG, DAC may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which
constitutes approximately 12.2% of the 3,713,419 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act.
MHM Texas
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement and because of its position as one of two general partners of
EBD, the sole general partner of TAG, MHM Texas may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock,
which constitutes approximately 12.2% of the 3,713,419 Shares of the Stock
deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act.
MHM
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement and because of his position as the President and sole
shareholder of MHM Texas, MHM may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 453,176 shares of the Stock, which constitutes
approximately 12.2% of the 3,713,419 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
AMM
Based on the assumptions set forth in Item 4 and in Schedule 1 to the Purchase
Agreement and because of his
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 27 OF 33 PAGES
- --------------------------------------------------------------------------------
position as the sole general partner of Liberty with respect to 957,373 of such
shares of the Stock, AMM may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 1,438,346 shares of the Stock in the aggregate, which
constitutes approximately 30.6% of the 4,698,589 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act.
RLK
Based on the assumptions set forth in Item 4 in Schedule 1 to the
Purchase Agreement, the aggregate number of shares of the Stock that RLK owns
beneficially, pursuant to Rule 13d-3 of the Act, is 74,168, which constitutes
approximately 2.2% of the 3,334,411 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
ADG
Based on the assumptions set forth in Item 4 and in Schedule 1 to the Purchase
Agreement, the aggregate number of shares of the Stock that ADG owns
beneficially, pursuant to Rule 13d-3 of the Act, is 118,564, which constitutes
approximately 3.5% of the 3,378,807 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
KGD
Based on the assumptions set forth in Item 4 and in Schedule 1 to the Purchase
Agreement, the aggregate number of shares of the Stock that KGD owns
beneficially, pursuant to Rule 13d-3 of the Act, is 74,168, which constitutes
approximately 2.2% of the 3,334,411 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
RCS
Based on the assumptions set forth in Item 4 and in Schedule 1 to the Purchase
Agreement, the aggregate number of shares of the Stock that RCS owns
beneficially, pursuant to Rule 13d-3 of the Act, is 74,168, which constitutes
approximately 2.2% of the 3,334,411 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
KPL
Based on the assumptions set forth in Item 4 and in Schedule 1 to the
Purchase Agreement, the aggregate number of shares of the Stock that KPL owns
beneficially, pursuant to Rule 13d-3 of the Act, is 12,515, which constitutes
approximately 0.4% of the 3,272,758 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 28 OF 33 PAGES
- --------------------------------------------------------------------------------
BEK
Based on the assumptions set forth in Item 4 and in Schedule 1 to the Purchase
Agreement, the aggregate number of shares of the Stock that BEK owns
beneficially, pursuant to Rule 13d-3 of the Act, is 29,641, which constitutes
approximately 0.9% of the 3,289,884 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Act.
LIBERTY
Based on the assumptions set forth in Item 4 and on the view set forth
in the first paragraph of this Item 5(a), the aggregate number of shares of the
Stock that Liberty owns beneficially, pursuant to Rule 13d-3 of the Act, is
957,373, which constitutes approximately 22.7% of the 4,217,616 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act.
Except as set forth above, to the best of the knowledge of the
Reporting Persons, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(b)
Pursuant to the Purchase Agreement and based on the assumptions set
forth in Item 4, the aggregate number of shares of the Stock that the Reporting
Persons (other than Liberty) own beneficially, pursuant to Rule 13d-3 of the
Act, is 1,317,373. Because, based on the assumptions set forth in Item 4,
Liberty will obtain the right to acquire 957,373 shares of the Stock upon the
due authorization, issuance and delivery to it of the Warrants and because such
Warrants may first become exercisable upon the occurrence of a contingent event
that could occur within 60 days, Liberty may be deemed to be the beneficial
owner of such 957,373 shares pursuant to Rule 136-3 of the Act. Although the
Reporting Persons may be deemed to beneficially own such shares pursuant to Rule
13d-3(d)(l)(i) of the Act, the Reporting Persons possess only the right to
acquire such shares and will not, therefore, exercise voting or dispositive
power over such shares until the closing of the transactions described in Item
4, as set forth below.
TAG
Acting through its sole general partner, TAG has no power to vote or to
direct the vote and to dispose or to direct the disposition of any shares of the
Stock.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 29 OF 33 PAGES
- --------------------------------------------------------------------------------
EBD
As the sole general partner of TAG, EBD has no power to vote or to
direct the vote and to dispose or direct the disposition of any shares of the
Stock.
DAC
As one of two general partners of EBD, which is the sole general
partner of TAG, DAC has no power to vote or to direct the vote and to dispose or
to direct the disposition of any shares of the Stock.
MHM TEXAS
As one of two general partners of EBD, which is the sole general
partner of TAG, MHM Texas has no power to vote or to direct the vote and to
dispose or to direct the disposition of any shares of the Stock.
MHM
As the President and sole shareholder of MHM Texas, which is one of two
general partners of EBD, which is the sole general partner of TAG, MHM has no
power to vote or to direct the vote and to dispose or to direct the disposition
of any shares of the Stock.
AMM
As the sole general partner of Liberty and individually, AMM has no
power to vote or to direct the vote and to dispose or to direct the disposition
of any shares of the Stock.
RLK
RLK has no power to vote or to direct the vote and to dispose or to
direct the disposition of any shares of the Stock.
ADG
ADG has no power to vote or to direct the vote and to dispose or to
direct the disposition of any shares of the Stock.
KGD
KGD has no power to vote or to direct the vote and to dispose or to
direct the disposition of any shares of the Stock.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 30 OF 33 PAGES
- --------------------------------------------------------------------------------
RCS
RCS has no power to vote or to direct the vote and to dispose or to
direct the disposition of any shares of the Stock.
KPL
KPL has no power to vote or to direct the vote and to dispose or to
direct the disposition of any shares of the Stock.
BEK
BEK has no power to vote or to direct the vote and to dispose or to
direct the disposition of any shares of the Stock.
LIBERTY
Acting through its sole general partner, Liberty has no power to vote
or to direct the vote and to dispose or to direct the disposition of any shares
of the Stock.
(c) Other than as set forth in Item 4 above, none of the persons named
in response to paragraph (a) has effected any transactions in shares of the
Stock during the past sixty (60) days.
(d) No persons other than the Reporting Persons have the right to
receive or to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of the Stock owned by them.
(e) It is inapplicable for the purposes herein to state the date on
which the Reporting Persons ceased to be the beneficial owners of more than five
percent (5%) of the outstanding shares of the Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no understandings or relationships with respect to the
shares of the Stock owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Agreement Pursuant to Rule 13d-1(f)(l)(iii), at page 35.
Exhibit B -- Power of Attorney for Roger L. Keech is to be filed with
the Securities and Exchange Commission.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 31 OF 33 PAGES
- --------------------------------------------------------------------------------
Exhibit C -- Power of Attorney for Alan D. Gordon, at page 38.
Exhibit D -- Power of Attorney for Kim G. Davis, at page 39.
Exhibit E -- Power of Attorney for Robert C. Shaw, at page 40.
Exhibit F -- Power of Attorney for Kevin P. Lynch, at page 41.
Exhibit G -- Power of Attorney for Brian E. Kinsman is to be filed with
the Securities and Exchange Commission.
Exhibit H -- Stock Purchase Agreement, at page 42.
Exhibit I -- Agreement of Limited Partnership of Liberty Associates
Limited Partnership, at page 211.
Exhibit J -- Press Release, at page 231.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 32 OF 33 PAGES
- --------------------------------------------------------------------------------
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: September 15, 1989
THE AIRLIE GROUP, L.P.,
a Delaware limited partnership
By: EBD, L.P.,
a Delaware limited
partnership, General Partner
By: MHM TEXAS, INC.,
a Texas corporation,
General Partner
By: /s/ ERVIN D. CRUCE
-------------------
Ervin D. Cruce,
Vice President
EBD, L.P.,
a Delaware limited partnership
By: MHM TEXAS, INC.,
a Texas corporation,
General Partner
By: /s/ ERVIN D. CRUCE
-------------------
Ervin D. Cruce,
Vice President
MHM TEXAS, INC.,
a Texas Corporation
By: /s/ ERVIN D. CRUCE
-------------------
Ervin D. Cruce,
Vice President
/s/ ERVIN D. CRUCE
-------------------
Ervin D. Cruce,
attorney-in-fact for:
DORT A. CAMERON, III (1)
MORTON H. MEYERSON (2)
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 078142106 PAGE 33 OF 33 PAGES
- --------------------------------------------------------------------------------
/s/ ALEXANDER M. MILLEY
-----------------------
ALEXANDER M. MILLEY
/s/ ALEXANDER M. MILLEY
------------------------
Alexander M. Milley,
attorney-in-fact for:
ROGER L. KEECH (3)
ALAN D. GORDON (4)
KIM G. DAVIS (5)
ROBERT C. SHAW (6)
KEVIN P. LYNCH (7)
BRIAN E. KINSMAN (8)
LIBERTY ASSOCIATES LIMITED
PARTNERSHIP
a Delaware limited partnership
By: /s/ ALEXANDER M. MILLEY
------------------------
Alexander M. Milley,
General Partner
