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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
Under the Securities Exchange Act of 1934
BRANDON SYSTEMS CORPORATION
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
105303101
(CUSIP Number)
Mark G. Ewald
BEM Management, Inc.
520 Madison Avenue
New York, New York 10022
(212) 832-8720
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 16, 1995
(Date of Event which Requires Filing 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 [ ].
Check the following box if a fee is being paid with this statement [ ].
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SCHEDULE 13D
CUSIP No. 105303101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence M. Blau
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 297,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
297,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 105303101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark Metzger
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
2,200
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 297,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,200
WITH
10. SHARED DISPOSITIVE POWER
297,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14. TYPE OF REPORTING PERSON*
IN
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This statement amends and supplements the information set forth in
the Schedule 13D filed by the Reporting Persons (as defined therein) with the
Securities and Exchange Commission on August 11, 1995, and constitutes
Amendment No. 1 to the Schedule 13D. Capitalized terms used herein without
definition shall have the meaning assigned to such terms in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
The third paragraph of this Item 2 is amended in its entirety as set
forth below.
The shares of Common Stock which are the subject of this Statement
are held by Mr. Metzger's Individual Retirement Account (2,200 shares), BEM
(208,000 shares) and BEM International (89,000 shares).
ITEM 3. SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
The first sentence of Item 3 is amended in its entirety as set forth
below.
Mr. Metzger and the Funds expended an aggregate of approximately
$5,865,519 (including brokerage commissions) to purchase the 299,200 shares of
Common Stock held by them.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraph (a) - (c) of Item 5 are amended in their entirety as set
forth below.
(a)-(b) On the date of this Statement:
1. Mr. Blau has beneficial ownership for purposes of Section
13(d) of the Securities Exchange Act of 1934 ("Beneficial Ownership") of
297,000 shares of Common Stock by
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I.
virtue of his position as one of the two managing general partners of BEM and
as one of the two persons responsible, through BEM International Management,
for the management of the assets of BEM International. Such shares represent
approximately 5.7% of the issued and outstanding shares of Common Stock. Mr.
Blau shares voting power and dispositive power over these shares of Common
Stock with Mr. Metzger.
1. Mr. Metzger has Beneficial Ownership of and sole voting and
dispositive power with respect to 2,200 shares of Common Stock and Beneficial
Ownership of 297,000 shares of Common Stock by virtue of his position as one
of the two managing general partners of BEM and as one of the two persons
responsible, through BEM International Management, of managing the assets of
BEM International. The aggregate of such shares (299,200) represent
approximately 5.7% of the issued and outstanding Common Stock. Mr. Metzger
shares with Mr. Blau voting power and dispositive power over the 297,000
shares of Common Stock held by the Funds.
3. The percentages used herein are calculated based upon the
4,460,004 shares of Common Stock stated to be issued and outstanding at August
4, 1995, as reflected in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended July 2, 1995.
(c) The trading dates, number of shares purchased and price per
share (including commissions) for all transactions by the Reporting Persons
since June 13, 1995 are set forth in
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Schedule I hereto. All such transactions were effected on the American Stock
Exchange.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
November 22, 1995
/s/ Lawrence M. Blau
Lawrence M. Blau
/s/ Mark Metzger
Mark Metzger
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Schedule I
<TABLE> <CAPTION>
Date Shares Purchased Price Per Share
<S> <C> <C> <C>
BEM Partners, L.P. 6/13/95 400 20.6
6/15/95 35,000 22.52
6/20/95 7,000 21.77
6/21/95 27,000 21.7
6/23/95 9,000 21.08
7/18/95 52,600 18.33
7/31/95 7,000 18.7
11/16/95 35,000 19.83
BEM International Ltd. 6/15/95 15,000 22.52
6/20/95 3,000 21.77
6/21/95 10,500 21.7
6/23/95 5,100 21.08
7/18/95 22,400 18.33
7/31/95 3,000 18.7
11/16/95 15,000 19.83
Mark Metzger 6/21/95 800 21.58
6/22/95 600 21.33
6/22/95 800 21.205
</TABLE>
