UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
METRISA, INC.
(Name of Issuer)
Common Stock, $.50 par value
(Title of Class of Securities)
59159V 10 6
(CUSIP Number)
Joseph J. Caruso, c/o Metrisa, Inc., 25 Wiggins Avenue, Bedford, MA 01730
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 15, 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.
Check the following box if a fee is being paid with the statement. (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: 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.
*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).
SCHEDULE 13D
CUSIP No. 59159V 10 6 Page 2 of 6 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph J. Caruso Kathleen Caruso
Bantam Group, Inc. Eugene M. Caruso
Tamsen M. Brown
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Source of Funds*
00
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Joseph J. Caruso: USA Bantam Group, Inc.: Massachusetts
Kathleen Caruso: USA Eugene M. Caruso: USA
Tamsen M. Brown: USA
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power Joseph J. Caruso: 27,769
Eugene M. Caruso: 0
Bantam Group, Inc.: 103,915
Kathleen Caruso: 0
Tamsen M. Brown: 0
8. Shared Voting Power Joseph J. Caruso: 103,915
Eugene M. Caruso: 54,036
Bantam Group, Inc.: 0
Kathleen Caruso: 103,915
Tamsen M. Brown: 49,879
9. Sole Dispositive Power Joseph J. Caruso: 27,769
Eugene M. Caruso: 0
Bantam Group, Inc.: 103,915
Kathleen Caruso: 0
Tamsen M. Brown: 0
10. Shared Dispositive Power Joseph J. Caruso: 103,915
Eugene M. Caruso: 54,036
Bantam Group, Inc.: 0
Kathleen Caruso: 103,915
Tamsen M. Brown: 49,879
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Joseph J. Caruso: 131,684
Kathleen Caruso: 103,915
Eugene M. Caruso: 54,036
Tamsen M. Brown: 49,879
Bantam Group, Inc.: 103,915
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
Joseph J. Caruso: 12.87%
Kathleen Caruso: 10.16%
Eugene M. Caruso: 5.28%
Tamsen M. Brown: 4.87%
Bantam Group, Inc.: 10.16%
14. Type of Reporting Person
Joseph J. Caruso: IN
Kathleen Caruso: IN
Eugene M. Caruso: IN
Tamsen M. Brown: IN
Bantam Group, Inc.: CO
Item 1. Security and Issuer.
Common Stock, $.50 par value ("Common Stock"), of
Metrisa, Inc., a Delaware corporation (the "Company"). The
address of the Company's principal executive office is 25 Wiggins
Avenue, Bedford, Massachusetts 01730-2323.
Item 2. Identity and Background.
(a) Name of Person filing this Schedule:
Joseph J. Caruso
Residence or Business Address:
c/o Metrisa, Inc.
25 Wiggins Avenue
Bedford, MA 01730-2323
Present Principal Occupation or Employment:
Management Consultant
Bantam Group, Inc.
50 Bay Colony Drive
Westwood, MA 02090
Mr. Caruso has not been convicted in a criminal proceeding during
the last 5 years.
Mr. Caruso has not been a party to a civil proceeding during the
last 5 years and is not subject to any judgment, decree or final
order relating to federal or state securities laws.
Mr. Caruso is a United States citizen.
(b) Name of Person filing this schedule: Bantam Group, Inc.
State of Organization: Massachusetts
Principal Business:
Management Consulting Services
Address of Principal Business:
50 Bay Colony Drive
Westwood, MA 02090
Address of Principal Office:
50 Bay Colony Drive
Westwood, MA 02090
Mr. Joseph J. Caruso is a director and officer and Mrs. Caruso is a
director of Bantam Group, Inc.
Neither Bantam Group, Inc. nor any of its directors has, during the
last five years, been convicted in a criminal proceeding.
Neither Bantam Group, Inc. nor its directors 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.
(c) Name of Person filing this Schedule:
Kathleen Caruso
Residence or Business Address:
c/o Metrisa, Inc.
25 Wiggins Avenue
Bedford, MA 01730-2323
Present Principal Occupation or Employment: self-employed
Mrs. Caruso has not been convicted in a criminal proceeding
during the last 5 years.
Mrs. Caruso has not been a party to a civil proceeding during the
last 5 years and is not subject to any judgment, decree or final
order relating to federal or state securities laws.
Mrs. Caruso is a United States citizen.
(d) Name of Person filing this Schedule:
Eugene M. Caruso
Residence or Business Address:
50 Bay Colony Drive
Westwood, MA 02090
Present Principal Occupation or Employment: self-employed
Mr. Caruso has not been convicted in a criminal proceeding during
the last 5 years.
Mr. Caruso has not been a party to a civil proceeding during the
last 5 years and is not subject to any judgment, decree or final
order relating to federal or state securities laws.
Mr. Caruso is a United States citizen.
(e) Name of Person filing this Schedule:
Ms. Tamsen M. Brown
Residence or Business Address:
35 Milford Street
Boston, MA
Present Principal Occupation or Employment: self-employed
Ms. Brown has not been convicted in a criminal proceeding during
the last 5 years.
Ms. Brown has not been a party to a civil proceeding during the
last 5 years and is not subject to any judgment, decree or final
order relating to federal or state securities laws.
Ms. Brown is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Bantam Group, Inc. acquired 1,000 shares at a price of $1.50 per
share for an aggregate purchase price of $1,500. Bantam Group,
Inc. used its own funds for the acquisition.
Item 4. Purpose of Transaction.
Except as described above, Bantam Group, Inc. purchased the
shares as an investment. Bantam Group, Inc. does not have any
plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) the sale or transfer of the material amount of assets of the
Company or any of its subsidiaries;
(d) any change in the present Board of Directors or
management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the Board;
(e) any material change in the present capitalization or
dividend policy of the Company;
(f) any other material change of the Company's business or
corporate structure;
(g) changes in the Company's charter, By-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any persons;
(h) causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to
be quoted in an interdealer quotation system of a national securities
association;
(i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate number of outstanding shares of the Company's
Common Stock beneficially owned by Mr. Caruso: 131,684, of
which 74,851 represent shares of Common Stock which may be
acquired upon the exercise of options and warrants.
Aggregate number of outstanding shares of the Company's
Common Stock beneficially owned by Bantam Group, Inc.:
103,915
Aggregate number of outstanding shares of the Company's
Common Stock beneficially owned by Kathleen Caruso:
103,915
Aggregate number of outstanding shares of the Company's
Common Stock beneficially owned by Eugene M. Caruso:
54,036
Aggregate number of outstanding shares of the Company's
Common Stock beneficially owned by Tamsen M. Brown:
49,879
Percentage of Common Stock beneficially owned by Mr.
Caruso:
12.87%
Percentage of Common Stock beneficially owned by
Bantam Group, Inc.:
10.16%
Percentage of Common Stock beneficially owned by Mrs.
Caruso:
10.16%
Percentage of Common Stock beneficially owned by
Eugene Caruso:
5.28%
Percentage of Common Stock beneficially owned by
Tamsen M. Brown:
4.87%
(b) The number of shares of the Company's Common Stock
with respect to which Mr. Caruso has:
Sole voting power: 27,769
Shared voting power: 103,915
Sole dispositive power: 27,769
Shared dispositive power: 103,915
Number of shares of the Company's Common Stock with
respect to which Bantam Group, Inc. has:
Sole voting power: 103,915
Shared voting power: 0
Sole dispositive power: 103,915
Shared dispositive power: 0
Number of shares of the Company's Common Stock with
respect to which Mrs. Caruso has:
Sole voting power: 0
Shared voting power: 103,915
Sole dispositive power: 0
Shared dispositive power: 103,915
Number of shares of the Company's Common Stock with
respect to which Eugene M. Caruso has:
Sole voting power: 0
Shared voting power: 54,036
Sole dispositive power: 0
Shared dispositive power: 54,036
Number of shares of the Company's Common Stock with
respect to which Tamsen M. Brown has:
Sole voting power: 0
Shared voting power: 49,879
Sole dispositive power: 0
Shared dispositive power: 49,879
(c) There have been no transactions in the Company's common
stock by any of the Reporting Persons that were effected during the
past sixty days or since the most recent filing on Schedule 13D by
any of the Reporting Persons.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the securities listed above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of the
undersigneds' knowledge and belief, the undersigned certify that
the information set forth in this statement is true, complete and
correct.
Date: December 24, 1998
/s/ Joseph J. Caruso
_______________________________
Joseph J. Caruso
BANTAM GROUP, INC.
/s/ Joseph J. Caruso
By: ____________________________
Its President
/s/ Kathleen Caruso
_______________________________
Kathleen Caruso
/s/ Eugene M. Caruso
_______________________________
Eugene M. Caruso
/s/ Tamsen M. Brown
_______________________________
Tamsen M. Brown
