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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Brandon Systems Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
105303101
(CUSIP Number)
Charles A. Nalbone, Bear, Stearns & Co. Inc.
115 South Jefferson Road, Whippany, NJ 07981
(201) 739-2202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 1996
(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 [ _] .
Check the following box if a fee is being paid with this statement
[ X ] . (A fee is not required only if the reporting person: 1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and 2) has
filed no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class. (See Rule 13d-7)
Note: When filing this statement, in paper format, six copies of
this statement, including exhibits, should be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP NO. 105303101
13D
NAME OF REPORTING PERSON
S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:
1 BEAR, STEARNS & CO. INC.
IRS #13-3299429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*:
WC, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)(e):
[ X ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7 SOLE VOTING POWER:
219,500 (As of 5/15/96)
8 SHARED VOTING POWER:
36,500 (As of 5/15/96)
9 SOLE DISPOSITIVE POWER:
219,500 (As of 5/15/96)
10 SHARED DISPOSITIVE POWER:
36,500 (As of 5/15/96)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
256,000 (As of 5/15/96)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.8 (As of 5/15/96)
14 TYPE OF REPORTING PERSON*:
BD
See Instructions Before Filling Out!
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SCHEDULE 13D
Item 1: Security and Issuer
(a) Title and Class: Common Stock
(b) Name and address: Brandon Systems Corporation
Nine Polito Avenue
Lyndhurst, NJ 07071
Item 2: Identity and Background Identity
(a) Name: Bear, Stearns & Co. Inc. ("Bear
Stearns")
(b) Place of Organization: Delaware
(c)(i) Principal Business: Securities Broker/Dealer
(ii) Address: 245 Park Avenue
New York, NY 10167
The following information with respect to each executive officer and
director of Bear Stearns is set forth on Appendix I hereto: (i) name,
(ii) business address, and (iii) principal occupation or employment.
(d) None
(e) See Appendix II
(f) See Appendix I
Item 3: Source and Amount of Funds or Other Consideration
Working capital of Bear Stearns and personal funds of discretionary
clients. The aggregate purchase price of the 278,800 shares of Common Stock
was approximately $10,229,172.00.
Item 4: Purpose of Transaction
Bear Stearns has acquired the Common Stock of Brandon Systems
Corporation in the ordinary course of its business as a broker/dealer in
connection with its trading and investment activities. Bear Stearns may
acquire additional securities of the Issuer or dispose of securities of the
Issuer in connection with such trading and investment activities. Although
the foregoing represents the range of activities presently contemplated by
Bear Stearns with respect to the Issuer, it should be noted that the possible
activities of Bear Stearns are subject to change at any time.
Except as set forth above, Bear Stearns has no present plans or
intentions which relate to or would result in any of the actions described in
subparagraph (a) through (j) of Item 4 of Schedule 13D.
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SCHEDULE 13D
Item 5: Interest in Securities of the Issuer as of 5/15/96
(a) Number: 256,000*
Percentage: 5.8*
(b) 1. Sole power to vote or to direct the vote: 219,500*
2. Shared power to vote or to direct the vote: 36,500*
3. Sole power to dispose or to direct the disposition: 219,500*
4. Shared power to dispose or to direct the disposition: 36,500*
(c) Information concerning transactions in the common stock effected by
Bear Stearns is set forth on Appendix III hereto.
(d) Inapplicable.
(e) Inapplicable.
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer:
None
Item 7: Material to be Filed as Exhibits:
None
* As of May 10, 1996, Bear Stearns owned a total of 220,500 Common
Shares of the Issuer which represented 5.02 percent of the Common
Shares outstanding of the Issuer. Of this 220,500 Common Shares of
the Issuer owned, Bear Stearns had sole voting and sole dispositive
power over 184,000 shares and shared voting and shared dispositive
power over 36,500 shares.
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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.
Dated: BEAR, STEARNS & CO. INC.
By: /s/
Barry Cohen
Senior Managing Director
APPENDIX I
DIRECTORS AND EXECUTIVE OFFICERS OF BEAR, STEARNS & CO. INC.
Name Principal Occupation or Employment
Alan C. Greenberg Chairman of the Board and Director
James E. Cayne President, Chief Executive Officer and Director
Alan D. Schwartz Executive Vice President and Director
Warren J. Spector Executive Vice President and Director
Michael L. Tarnopol Executive Vice President and Director
John L. Knight Director
John M. Slade Director Emeritus
Kenneth L. Edlow Secretary
William J. Montgoris Chief Financial Officer and Chief Operating Officer
Michael J. Abatemarco Controller and Assistant Secretary
Michael Minikes Treasurer
Frederick B. Casey Assistant Treasurer
Mark E. Lehman Executive Vice President, General Counsel and
Director
Samuel L. Molinaro, Jr. Senior Vice President - Finance
John L. Knight is a citizen of the United Kingdom and his business
address is One Canada Square London E16 5AD England. Michael J. Abatemarco
is a citizen of the United States and his business address is One Metrotech
Center North, Brooklyn, New York 11201. All other Directors and Executive
Officers are citizens of the United States and their business address is 245
Park Avenue, New York, New York 10167. Bear, Stearns & Co. Inc. is a
wholly-owned subsidiary of The Bear Stearns Companies Inc. and of the persons
named, all but John L. Knight hold similar office in the parent company.
APPENDIX II
REGULATORY
November 19, 1991: The Commodity Futures Trading Commission filed
its complaint against Bear Stearns and Stephen Johnson. Bear Stearns entered
into a simultaneous settlement without admitting or denying the charges which
had alleged three counts of violation of the Commodity Exchange Act: (i)
failure to prepare a written record of orders including the account
identification for orders placed on the Chicago Mercantile Exchange from the
Dallas Branch Cattle Desk in the period July 1986 to February 1988
(Regulation 1.35 (a-l) (2)); (ii) failure to supervise the Dallas Branch
Office Cattle Desk and the CME Floor (Regulation 166.3); and (iii) violation
of a July 25, 1986 Cease and Desist involving failure to supervise order
entry process. Bear Stearns neither admitting or denying the charges, paid
$250,000 in settlement, and is ordered to cease and desist further violations
of these three regulations.
January 16, 1992: In the Matter of the Distribution of Securities
Issued by Certain Government Sponsored Enterprises: We, along with most of
the other major dealers and banks, have settled an SEC administrative
proceeding relating to our participation in the primary distributions of
certain unsecured debt securities issued by GSEs (such as Fannie Mae,
Freddie Mac, Federal Home Bank) by agreeing to a $100,000 fine, an order
that we cease and desist from any further recordkeeping violations in
connection with the distribution of the securities and undertaking to
develop, implement and maintain policies reasonably designed to assure our
future compliance with proper recordkeeping rules.
APPENDIX III
BEAR, STEARNS & CO. INC.
Brandon Systems Corporation
Trading from 3/11/96 through 5/15/96
DATE QUANTITY DESCRIPTION PRICE AMOUNT
5/15/96 400 Brandon Systems Corp. 39.7500 15,900.00
5/15/96 700 Brandon Systems Corp. 40.7500 28,525.00
5/15/96 16,000 Brandon Systems Corp. 41.0000 656,000.00
5/14/96 800 Brandon Systems Corp. 38.0000 30,400.00
5/14/96 1,000 Brandon Systems Corp. 39.6250 39,625.00
5/14/96 1,500 Brandon Systems Corp. 39.0000 58,500.00
5/14/96 8,600 Brandon Systems Corp. 39.7500 341,850.00
5/13/96 6,500 Brandon Systems Corp. 37.7300 245,245.00
5/10/96 3,000 Brandon Systems Corp. 36.6988 110,096.40
5/9/96 10,600 Brandon Systems Corp. 36.0000 382,130.00
5/9/96 4,900 Brandon Systems Corp. 36.0892 176,837.08
5/8/96 500 Brandon Systems Corp. 35.7500 17,875.00
5/8/96 1,000 Brandon Systems Corp. 36.0000 36,000.00
5/8/96 1,500 Brandon Systems Corp. 35.8750 53,812.50
5/8/96 13,100 Brandon Systems Corp. 35.6490 467,001.90
5/7/96 20,000 Brandon Systems Corp. 36.1250 723,500.00
5/7/96 2,500 Brandon Systems Corp. 37.0000 92,500.00
5/6/96 500 Brandon Systems Corp. 37.6250 18,812.50
5/6/96 24,900 Brandon Systems Corp. 37.4717 933,045.33
5/3/96 2,000 Brandon Systems Corp. 37.6250 75,250.00
5/3/96 2,000 Brandon Systems Corp. 37.7500 75,500.00
5/3/96 2,300 Brandon Systems Corp. 37.7500 86,825.00
5/2/96 -500 Brandon Systems Corp. 38.7500 19,374.35-
5/2/96 -2,500 Brandon Systems Corp. 38.3750 95,934.30-
5/2/96 -12,000 Brandon Systems Corp. 38.5625 462,734.57-
5/1/96 1,000 Brandon Systems Corp. 39.2500 39,250.00
5/1/96 2,000 Brandon Systems Corp. 40.0000 80,000.00
5/1/96 2,500 Brandon Systems Corp. 38.5000 96,250.00
5/1/96 2,500 Brandon Systems Corp. 38.2500 95,625.00
5/1/96 2,800 Brandon Systems Corp. 39.5000 110,600.00
5/1/96 5,000 Brandon Systems Corp. 39.3750 196,875.00
5/1/96 6,000 Brandon Systems Corp. 39.2500 235,500.00
5/1/96 11,000 Brandon Systems Corp. 38.6250 424,875.00
5/1/96 15,000 Brandon Systems Corp. 38.7500 581,250.00
4/30/96 6,200 Brandon Systems Corp. 37.6250 233,275.00
4/30/96 5,500 Brandon Systems Corp. 37.3750 205,562.50
4/29/96 -5,000 Brandon Systems Corp. 37.1250 185,618.81-
4/29/96 500 Brandon Systems Corp. 35.3750 17,687.50
4/29/96 1,900 Brandon Systems Corp. 36.1250 68,637.50
4/29/96 2,000 Brandon Systems Corp. 37.0000 74,000.00
4/29/96 13,100 Brandon Systems Corp. 36.0000 471,600.00
4/26/96 1,000 Brandon Systems Corp. 35.1250 35,125.00
4/25/96 100 Brandon Systems Corp. 33.7500 3,375.00
4/25/96 200 Brandon Systems Corp. 34.3750 6,875.00
4/25/96 500 Brandon Systems Corp. 34.5000 17,250.00
4/25/96 1,300 Brandon Systems Corp. 34.7500 45,175.00
4/24/96 600 Brandon Systems Corp. 33.5000 20,100.00
4/24/96 1,000 Brandon Systems Corp. 33.2500 33,250.00
4/23/96 200 Brandon Systems Corp. 32.5000 6,500.00
4/23/96 500 Brandon Systems Corp. 32.8750 16,437.50
4/23/96 600 Brandon Systems Corp. 33.0000 19,800.00
4/18/96 11,000 Brandon Systems Corp. 31.3011 344,312.10
4/17/96 3,800 Brandon Systems Corp. 30.2500 115,140.00
4/17/96 300 Brandon Systems Corp. 29.8750 8,962.50
4/17/96 1,000 Brandon Systems Corp. 30.2500 30,250.00
4/11/96 -1,000 Brandon Systems Corp. 31.2500 31,248.95-
4/2/96 100 Brandon Systems Corp. 32.2500 3,225.00
3/27/96 10,000 Brandon Systems Corp. 32.6250 326,750.00
3/27/96 1,100 Brandon Systems Corp. 33.1250 36,437.50
3/27/96 1,900 Brandon Systems Corp. 33.2500 63,175.00
3/21/96 2,000 Brandon Systems Corp. 32.2083 64,416.60
3/19/96 -1,800 Brandon Systems Corp. 32.7500 58,948.03-
3/18/96 1,300 Brandon Systems Corp. 32.6250 42,412.50
3/18/96 2,000 Brandon Systems Corp. 32.7500 65,500.00
APPENDIX III
BEAR, STEARNS & CO. INC.
Brandon Systems Corporation
Trading from 3/11/96 through 5/15/96
(Various Discretionary Accounts)
(Aggregate Transactions)
DATE QUANTITY DESCRIPTION PRICE AMOUNT
5/10/96 5,000 Brandon Systems Corp. 36.6988 183,494.01
5/7/96 4,500 Brandon Systems Corp. 36.7500 165,645.00
5/6/96 10,000 Brandon Systems Corp. 37.4717 374,717.02
5/2/96 12,000 Brandon Systems Corp. 38.5625 462,750.02
4/29/96 5,000 Brandon Systems Corp. 37.1250 185,625.00
