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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
July 18, 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 [x].
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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 247,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
247,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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 247,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,200
WITH
10. SHARED DISPOSITIVE POWER
247,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14. TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the
Common Stock, par value $.10 per share (the "Common Stock"), of Brandon
Systems Corporation, a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at One Harmon Plaza, Secaucus,
New Jersey 07094.
Item 2. Identity and Background
The Statement is being filed by (1) Lawrence M. Blau ("Mr. Blau"), a
United States citizen, in his capacity as (a) one of the two managing general
partners of BEM Partners, L.P., a limited partnership organized under the laws
of the state of Delaware ("BEM"), and (b) chairman of BEM International
Management Ltd., a corporation organized under the laws of Bermuda ("BEM
International Management") that serves as investment manager to BEM
International Ltd., a corporation organized under the laws of Bermuda ("BEM
International" and, together with BEM, the "Funds"); and (2) Mark Metzger
("Mr. Metzger"), a United States citizen, (a) as owner of his Individual
Retirement Account and (b) in his capacity as (i) one of the two managing
general partners of BEM and (ii) Vice Chairman of BEM International
Management. Mr. Blau and Mr. Metzger are sometimes collectively referred to
herein as the "Reporting Persons".
Mr. Blau and Mr. Metzger, as managing general partners of BEM, are
primarily responsible for the management of its assets. Mr. Blau and Mr.
Metzger, as Chairman and Vice Chairman,
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respectively, of BEM International Management and pursuant to various
contractual arrangements are primarily responsible for the management of BEM
International's assets. Mr. Blau and Mr. Metzger are also President and
Managing Director, respectively, of BEM Management, Inc., a Delaware
corporation that serves as administrator of BEM. The principal offices of BEM
and BEM Management, Inc. are located at 520 Madison Avenue, 35th Floor, New
York, New York 10022, which is also the business address of Mr. Blau and Mr.
Metzger. The principal business offices of BEM International Management and
BEM International are located at Rosebank Centre, 14 Bermudiana Road, Pembroke
HM 08, Bermuda.
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
(173,000 shares) and BEM International (74,000 shares).
None of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
During the last five years, none of the Reporting Persons has 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.
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Item 3. Sources and Amounts of Funds or Other Consideration
Mr. Metzger and the Funds expended an aggregate of approximately
$4,874,019 (including brokerage commissions) to purchase the 249,200 shares of
Common Stock held by them. The source of these monies was personal funds (in
the case of shares of Common Stock held by Mr. Metzger's Individual Retirement
Account) and working capital (in the case of shares of Common Stock held by
the Funds).
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock by each
of the Reporting Persons is for investment. Each Reporting Person may make
further purchases of Common Stock for his own account or for the account of
either or both of the Funds from time to time and may dispose of any or all of
the shares of Common Stock held by him or the Funds at any time.
Except as set forth above, neither of the Reporting Persons nor, to
the best of their knowledge, the Funds have any present plans or proposals
that relate to or would result in any of the actions required to be described
in Item 4 of Schedule 13D.
Each of the Reporting Persons may, at any time, review or reconsider
its position with respect to the Company and formulate plans or proposals with
respect to any of such matters, but has no present intention of doing so.
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Item 5. Interest in Securities of the Issuer
(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
247,000 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, for the management of the assets of BEM
International. Such shares represent approximately 5.5% 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.
2. 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 247,000 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 (249,200) represent
approximately 5.6% of the issued and outstanding Common Stock. Mr. Metzger
shares with Mr. Blau voting power and dispositive power over the 247,000
shares of Common Stock held by the Funds.
3. The percentages used herein are calculated based upon the
4,452,254 shares of Common Stock stated to be issued and outstanding at May 3,
1995, as reflected in the Company's
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Quarterly Report on Form 10-Q/A (Amendment No. 1) for the quarterly period
ended March 31, 1995.
(c) The trading dates, number of shares purchased and price per
share (including commissions) for all transactions by the Reporting Persons
during the past 60 days are set forth in Schedule I hereto. All such
transactions were effected on the American Stock Exchange.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing Agreement among the Reporting Persons.
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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.
August 11, 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
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
Mark Metzger 6/21/95 800 21.58
6/22/95 600 21.33
6/22/95 800 21.205
</TABLE>
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
dated August 11, 1995 with respect to the Common Stock of Brandon Systems
Corporation is, and any amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
This Agreement may be executed in counterparts, each of which shall
for all purposes be deemed to be an original and all of which shall constitute
one and the same instrument.
Dated: August 11, 1995
/s/ Lawrence M. Blau
Lawrence M. Blau
/s/ Mark Metzger
Mark Metzger
