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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Amrion, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
032160103
(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)
July 1,1997
(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
[ ] . (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. 032160103
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:
224,490
8 SHARED VOTING POWER:
47,211
9 SOLE DISPOSITIVE POWER:
224,490
10 SHARED DISPOSITIVE POWER:
47,211
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
*271,701
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.0
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: Amrion, Inc.
6565 Odell Place
Boulder, Co 80301
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
accounts. The aggregate purchase price of the 344,201 shares of Common Stock
was approximately $8,777,126.00.
Item 4: Purpose of Transaction
Bear Stearns has acquired the Common Stock of Amrion, Inc. 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 7/01/97
(a) Number: 271,701
Percentage: 5.0
(b) 1. Sole power to vote or to direct the vote: 224,490
2. Shared power to vote or to direct the vote: 47,211
3. Sole power to dispose or to direct the disposition: 224,490
4. Shared power to dispose or to direct the disposition: 47,211
(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
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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: 7/01/97 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
Samuel L. Molinaro, Jr. 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
William J. Montgoris Chief Financial Officer
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 Page 8
BEAR, STEARNS & CO. INC.
Amrion, Inc.
Trading from 6/10/97 through 7/01/97
(Various Firm Accounts)
***** 07/01 *****
700 AMRION INC 26 7/8 18,812.50
1,000 AMRION INC 27 27,000.00
1,000 AMRION INC 27 1/8 27,125.00
1,300 AMRION INC 27 3/8 35,587.50
1,700 AMRION INC 27 3/8 46,537.50
2,000 AMRION INC 27 1/8 54,250.00
3,000 AMRION INC 27 1/8 81,375.00
5,000 AMRION INC 27 1/2 137,500.00
5,000 AMRION INC 27 1/2 137,500.00
20,000 AMRION INC 27 1/8 542,500.00
21,000 AMRION INC 27.2950 573,195.00
10,000- AMRION INC 27.3706 273,696.87-
20,000- AMRION INC 27.3250 546,481.82-
***** 06/30 *****
200 AMRION INC 25 1/2 5,100.00
400 AMRION INC 25 3/16 10,075.00
400 AMRION INC 25 1/2 10,200.00
400 AMRION INC 26 1/4 10,500.00
600 AMRION INC 25 1/2 15,300.00
1,000 AMRION INC 26 3/8 26,375.00
1,000 AMRION INC 26 1/2 26,500.00
1,100 AMRION INC 25 1/4 27,775.00
2,000 AMRION INC 25 1/4 50,500.00
2,000 AMRION INC 25 1/2 51,000.00
5,000 AMRION INC 25 5/8 128,125.00
10,000 AMRION INC 25 1/4 252,500.00
15,000 AMRION INC 25 1/4 378,750.00
18,000 AMRION INC 25 3/8 456,750.00
1,000- AMRION INC 27 26,999.10-
1,000- AMRION INC 27 3/4 27,749.07-
***** 06/27 *****
1,000 AMRION INC 25 1/4 25,250.00
2,400 AMRION INC 25 1/8 60,300.00
5,000 AMRION INC 25 1/4 126,250.00
7,000 AMRION INC 25 1/4 176,750.00
10,000 AMRION INC 25 1/4 252,500.00
10,000 AMRION INC 25 1/4 252,500.00
20,000 AMRION INC 25 5/16 506,250.00
1,000- AMRION INC 25 1/8 25,124.16-
***** 06/27 *****
20,000- AMRION INC 25.0260 500,503.31-
***** 06/26 *****
500 AMRION INC 24 1/4 12,125.00
700 AMRION INC 24 5/16 17,018.75
1,000 AMRION INC 24 5/16 24,312.50
1,000 AMRION INC 24 3/8 24,375.00
2,000 AMRION INC 24 7/16 48,875.00
2,000 AMRION INC 24 7/16 48,875.00
3,000 AMRION INC 24 7/16 73,312.50
3,000 AMRION INC 24 7/16 73,312.50
3,000 AMRION INC 24 3/8 73,125.00
3,600 AMRION INC 24 3/8 87,750.00
5,000 AMRION INC 24 5/16 121,562.50
5,000 AMRION INC 24 5/16 121,562.50
5,000 AMRION INC 24 5/16 121,562.50
5,000 AMRION INC 24 5/16 121,562.50
8,500 AMRION INC 24 5/16 206,656.25
***** 06/25 *****
200 AMRION INC 24 1/2 4,900.00
1,000 AMRION INC 24 1/2 24,500.00
***** 06/23 *****
100 AMRION INC 24 5/8 2,462.50
***** 06/20 *****
300 AMRION INC 24 7/8 7,462.50
1,000 AMRION INC 24 7/8 24,875.00
700- AMRION INC 25 1/16 17,543.16-
800- AMRION INC 25 1/16 20,049.33-
***** 06/19 *****
300 AMRION INC 25 1/4 7,575.00
1,000 AMRION INC 25 1/4 25,250.00
1,000 AMRION INC 25 1/4 25,250.00
1,000 AMRION INC 25 1/4 25,250.00
5,000 AMRION INC 25 1/4 126,250.00
1,000 AMRION INC 25 1/4 25,250.00
9,000 AMRION INC 25 225,000.00
1,000- AMRION INC 24 3/4 24,749.17-
1,000- AMRION INC 24 3/4 24,749.17-
8,000- AMRION INC 25.3513 202,803.63-
***** 06/18 *****
800 AMRION INC 24 19,200.00
1,000 AMRION INC 24 24,000.00
1,000 AMRION INC 24 24,000.00
1,000 AMRION INC 23 5/8 23,625.00
1,200 AMRION INC 24 28,800.00
***** 06/17 *****
425 AMRION INC 24 1/2 10,412.50
1,000 AMRION INC 24 1/2 24,500.00
3,500 AMRION INC 25 87,500.00
***** 06/16 *****
40 AMRION INC 25 1,000.00
1,000 AMRION INC 25 1/8 25,125.00
1,000 AMRION INC 25 1/8 25,125.00
***** 06/13 *****
150 AMRION INC 25 1/8 3,768.75
600 AMRION INC 25 1/8 15,075.00
2,000 AMRION INC 25 1/4 50,500.00
***** 06/12 *****
300 AMRION INC 25 1/8 7,537.50
500 AMRION INC 25 1/8 12,562.50
675 AMRION INC 25 1/8 16,959.38
1,000 AMRION INC 25 1/8 25,125.00
200 AMRION INC 24 13/16 4,962.50
***** 06/11 *****
1,000 AMRION INC 25 25,000.00
1,000 AMRION INC 25 25,000.00
8,000- AMRION INC 25.9913 207,923.44-
***** 06/10 *****
1,200 AMRION INC 25 3/8 30,450.00
3,000 AMRION INC 25 5/8 76,875.00
3,800 AMRION INC 25 5/16 96,187.50
5,000 AMRION INC 25 5/8 128,125.00
5,000 AMRION INC 25 5/8 128,125.00
5,400 AMRION INC 25 3/8 137,025.00
5,400 AMRION INC 25 3/8 137,025.00
5,400 AMRION INC 25 3/8 137,025.00
(Various Discretionary Accounts)
***** 07/01 *****
1,111 AMRION INC 27.3250 30,358.08
182 AMRION INC 27.3250 4,973.15
2,863 AMRION INC 27.3250 78,231.48
174 AMRION INC 27.3250 4,754.55
289 AMRION INC 27.3250 7,896.93
311 AMRION INC 27.3250 8,498.08
1,718 AMRION INC 27.3250 46,944.35
503 AMRION INC 27.3250 13,744.48
11,713 AMRION INC 27.3250 320,057.73
231 AMRION INC 27.3250 6,312.08
401 AMRION INC 27.3250 10,957.33
504 AMRION INC 27.3250 13,771.80
***** 06/27 *****
289 AMRION INC 25.0260 7,232.51
264 AMRION INC 25.0260 6,606.86
748 AMRION INC 25.0260 18,719.45
251 AMRION INC 25.0260 6,281.53
448 AMRION INC 25.0260 11,211.65
16,966 AMRION INC 25.0260 424,591.12
334 AMRION INC 25.0260 8,358.68
297 AMRION INC 25.0260 7,432.72
***** 06/11 *****
1,319 AMRION INC 25.9913 34,282.52
3,401 AMRION INC 25.9913 88,396.41
2,041 AMRION INC 25.9913 53,048.24
473 AMRION INC 25.9913 12,293.88
380 AMRION INC 25.9913 9,876.69
