UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)*
BEI MEDICAL SYSTEMS CO., INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
05538E109
(CUSIP Number)
HOLLYBANK INVESTMENTS, LP
ONE INTERNATIONAL PLACE, SUITE 2401
BOSTON, MASSACHUSETTS 02110
(617) 310-5110
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 19, 1999
(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(e), 13d-1(f) or 13d-1(g), check the following box
( ).
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
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SCHEDULE 13D PAGE 2 OF 7 PAGES
CUSIP No. 05538E109
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS 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*
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
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 839,000
BENEFICIALLY
OWNED BY
------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON WITH
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
839,000
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
839,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
( )
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D PAGE 3 OF 7 PAGES
CUSIP No. 05538E109
- --------------------------------------------------------------------------------
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*
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
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 88,000XX
SHARES XX Please refer to Item 5, page 5 for disclaimer of
BENEFICIALLY beneficial ownership
-------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON WITH
-------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
88,000XX
XX 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
88,000XX
XX 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* (X)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%XX
XX 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 PAGE 4 OF 7 PAGES
CUSIP No. 05538E109
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
Medical Systems, Co., Inc., a Delaware corporation (the "Company"). The address
of the Company's principal executive office is 100 Hollister Road, Teterboro,
New Jersey 07608.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this Statement are Hollybank Investments, LP, a
Delaware limited Partnership ("LP") and Dorsey R. Gardner, the geneal partner of
LP ("Gardner"). The business address of both Gardner and LP is One International
Place, Suite 2401, Boston, Massachusets, 02110. LP was formed on January 14,
1994, and is authorized to conduct any business which may be legally conducted
by a limited partnerhsip under the laws of Delaware. As of the date hereof, LP's
sole business is securitiees investmenet. During the last five years, neither
Gardner nor LP has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemenaors), 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
judgement, 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 the following transactions in the Shares:
Gardner's May 18, 1998 purchase of 2,000 Shares at a per share price of $1.05
and Gardner's May 19, 1998 purchase of 18,000 Shares at a per share price of
$1.09, both such purchases effected via NASDAQ trades. These purchases, when
aggregated with Gardner's previously purchased Shares, gives Gardner direct
beneficial ownership of 88,000 of the 7,778,296 outstanding Shares, thus,
triggering this reporting requirement on Schedule D. Gardner's Shares when
aggregated with LP's previously purchased Shares, gives Gardner deemed
beneficial ownership of 927,000 of the 7,778,296 outstanding Shares. Gardner
used his personal funds for these purchases and any other purchases while LP
used its working capital for its purchases.
ITEM 4. PURPOSE OF TRANSACTION.
LP and Gardner have acquired 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:
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SCHEDULE 13D PAGE 5 OF 7 PAGES
CUSIP No. 05538E109
(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 of 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.
LP and Gardner have previously filed a Schedule 13G with the SEC. A
Schedule 13D is being filed solely because of Gardner's recent purchases of
Shares, when combined with previous purchases, exceed one percent of the
Company's outstanding Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(i) As of the date of this Statement, LP is the beneficial owner of
839,000 Shares (approximately 10.8% of the 7,778,296 outstanding Shares on
December 10, 1998, based on information provided in the Company's most recent
Annual Report on Form 10K filed January 4, 1999). 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
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SCHEDULE 13D PAGE 6 OF 7 PAGES
CUSIP No. 05538E109
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.
(ii) As of the date of this Statement, Gardner beneficially owns 88,000
Shares (approximately 1.1% of the 7,778,296 outstanding Shares as on December
10, 1998, based on information provided in the Company's most recent Annual
Report on Form 10K filed January 4, 1999). 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 power with respect to
the Shares listed in (a)(ii) above.
(c)(i) LP has, during the past 60 days, not effected any Share
transactions.
(ii) Other than the acquisition described in Item 3 above, Gardner has,
during the past 60 days, not effected any Share transactions.
(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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangement, 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
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SCHEDULE 13D PAGE 7 OF 7 PAGES
CUSIP No. 05538E109
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: June 4, 1999
<PAGE>
SCHEDULE 13D
EXHIBIT INDEX
99.1 Joint Filing Agreement
<PAGE>
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
Medical Systems Co., Inc. or any subsequent acquisitions or disposition of
equity securities of BEI Medical Systems Co., Inc. by any of the undersigned.
Date: June 4, 1999
HOLLYBANK INVESTMENTS, LP
By: /s/ Dorsey R. Gardner
-------------------------------
Dorsey R. Gardner
General Partner
/s/ Dorsey R. Gardner
-----------------------------------
Dorsey R. Gardner
