UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
BEI ELECTRONICS, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
055 38E 109
(CUSIP Number)
Hollybank Investments, LP
One Financial Center, Suite 1600
Boston, Massachusetts 02111
(617) 526-8963
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 17, 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 o.
Check the following box if a fee is being paid with the 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: 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 055 38E 109 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hollybank Investments, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 445,500
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
445,500
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 055 38E 109 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dorsey R. Gardner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 40,000** **Please refer to Item 5,
BENEFICIALLY page 5 for disclaimer of
OWNED BY beneficial ownership.
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
40,000** **Please refer to Item 5,
page 5 for disclaimer of
beneficial ownership.
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000** **Please refer to Item 5, page 5 for disclaimer of
beneficial ownership.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%** **Please refer to Item 5, page 5 for disclaimer of
beneficial ownership.
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 055 38E 109 Page 4 of 10 Pages
Item 1. Security and Issuer
The title of the class of equity securities to which this statement
relates is the Common Stock, par value $0.001 per share (the "Shares"), of BEI
Electronics, Inc., a Delaware corporation (the "Company"). The address of the
Company's principal executive office is One Post Street, Suite 2500, San
Francisco, California 94104.
Item 2. Identity and Background
The persons filing this Statement are Hollybank Investments, LP, a
Delaware limited Partnership ("LP") and Dorsey R. Gardner, the general partner
of LP ("Gardner"). The business address of both Gardner and LP is One Financial
Center, Suite 1600, Boston, Massachusetts, 02111. LP was formed on January 14,
1994, and is authorized to conduct any business which may be legally conducted
by a limited partnership under the laws of Delaware. As of the date hereof, LP's
sole business is securities investment. During the last five years, neither
Gardner nor LP has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors), nor has either Gardner or LP been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Gardner or LP 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.
Item 3. Source and Amount of Funds or Other Consideration
This statement relates specifically to LP's October 17, 1997 purchase
of 32,000 Shares of BEI Electronics, Inc. at a per share price of $3.915
(including the $.04/share commission) on the NASDAQ System. This purchase, when
aggregated with Gardner and LP's previously purchased Shares, gives Gardner
deemed beneficial ownership of 485,500 of the 7,025,843 outstanding Shares, thus
triggering this reporting requirement. LP used its working capital to make this
and every other Share purchase, while Gardner has used his personal funds for
his purchases.
Item 4. Purpose of Transaction
LP and Gardner have purchased their respective shares strictly for the
purpose of equity security investment. Neither Gardner nor LP has any present
plans or proposals which would relate to or result in:
<PAGE>
SCHEDULE 13D
CUSIP No. 055 38E 109 Page 5 of 10 Pages
(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) A sale or transfer of a 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 in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(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
inter-dealer quotation system of a registered 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 Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a)(i) As of the date of this Statement, LP is the beneficial owner of
445,500 Shares (approximately 6.3% of the outstanding Shares as of July 30,
1997, based on information provided in the Company's 10-Q filed August 12,
1997). Gardner, as general partner of LP, may be deemed to beneficially own
Shares beneficially owned by LP. Except to the extent of his interest as a
limited partner in LP, Gardner expressly disclaims such beneficial ownership and
the filing of this statement shall not be construed as an admission that Gardner
is the beneficial owner of the Shares owned by LP and covered by this Statement.
<PAGE>
SCHEDULE 13D
CUSIP No. 055 38E 109 Page 6 of 10 Pages
(ii) As of the date of this Statement, Gardner beneficially owns 40,000
Shares (approximately 0.6% of the outstanding Shares as of July 30, 1997, based
on information provided in the Company's 10-Q filed August 12, 1997). Except to
the extent of his interest as a limited partner in LP, Gardner expressly
disclaims beneficial ownership of any Shares which may be beneficially owned by
LP, and the filing of this statement shall not be construed as an admission that
Gardner is the beneficial owner of such Shares.
(b) LP has sole voting power and sole investment power with respect to
the Shares reported in (a)(i) above. Gardner has sole voting and investment
power with respect to the Shares reported in (a)(ii) above.
(c)(i) LP has, during the past 60 days, effected the following Share
purchases:
DATE SHARES PURCHASED PRICE PER SHARE
09/02/97 15,000 Shares $2.79625
10/13/97 25,000 Shares $4.16500
10/14/97 25,000 Shares $4.16500
10/16/97 21,500 Shares $4.04400
10/17/97 32,000 Shares $3.91500
These purchases, accomplished via NASDAQ System trades, were effected strictly
as security investments. As a result of these purchases, LP is the beneficial
owner of the 445,500 Shares referenced in (a)(i) above.
(ii) Gardner has, during the past 60 days, effected the following
Share purchases:
DATE SHARES PURCHASED PRICE PER SHARE
10/16/97 10,000 Shares $4.04400
These purchases, accomplished via NASDAQ System trades, were effected strictly
as security investments. As a result of these purchases, Gardner is the
beneficial owner of the 40,000 Shares referenced in (a)(ii) above.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
Shares reported on this Statement.
<PAGE>
SCHEDULE 13D
CUSIP No. 055 38E 109 Page 7 of 10 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between LP or Gardner and any other person with respect to
any securities of the Company, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
The following document is filed herewith as an exhibit to this
statement:
(a) Joint Filing Agreement
<PAGE>
SCHEDULE 13D
CUSIP No. 055 38E 109 Page 8 of 10 Pages
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.
HOLLYBANK INVESTMENTS, LP
By: /s/ Dorsey R. Gardner
Dorsey R. Gardner
General Partner
/s/ Dorsey R. Gardner
Dorsey R. Gardner
Date: 10/22/97
<PAGE>
SCHEDULE 13D
CUSIP No. 055 38E 109 Page 9 of 10 Pages
EXHIBIT INDEX
Exhibit Page
1. Joint Filing Agreement 10
EXHIBIT 99.1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13D (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of BEI
Electronics, Inc. or any subsequent acquisitions or dispositions of equity
securities of BEI Electronics, Inc. by any of the undersigned.
Date: 10/22/97
HOLLYBANK INVESTMENTS, LP
By: /s/ Dorsey R. Gardner
Dorsey R. Gardner
General Partner
/s/ Dorsey R. Gardner
Dorsey R. Gardner
