SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AND
AMENDMENT NO. 2 TO SCHEDULE 13G
FILED ON
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BCAM International, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
Title of Class of Securities
055293104
(CUSIP Number)
Mickey Kim Mark B. Barnes
Kirr, Marbach & Company, LLC Leagre Chandler & Millard
P.O. Box 1729 9100 Keystone Crossing, Ste. 800
Columbus, IN 47201 Indianapolis, IN 46240
(812) 376-9444 (317) 843-1655
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 22, 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 [X].
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>
<PAGE>2
SCHEDULE 13D
CUSIP No. 055293104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kirr, Marbach & Company, LLC
2 Check the Appropriate Box if a Member
of a Group (a) [x]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Indiana
<TABLE>
<S> <C> <C>
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 2,435,750
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
2,435,750
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
2,435,750
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
13.6%
14 Type of Reporting Person*
IA
<PAGE>
<PAGE>3
SCHEDULE 13D
CUSIP No. 055293104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David M. Kirr
2 Check the Appropriate Box if a Member
of a Group (a) [x]
(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
USA
<TABLE>
<S> <C> <C>
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 272,250
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
272,250
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
272,250
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
1.5%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>4
SCHEDULE 13D
CUSIP No. 055293104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Terry B. Marbach
2 Check the Appropriate Box if a Member
of a Group (a) [x]
(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
USA
<TABLE>
<S> <C> <C>
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 272,250
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
272,250
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
272,250
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
1.5%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>5
CUSIP No. 055293104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gregg T. Summerville
2 Check the Appropriate Box if a Member
of a Group (a) [x]
(b) [ ]
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
USA
<TABLE>
<S> <C> <C>
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 272,250
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
272,250
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
272,250
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
1.5%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>6 SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, $0.01 par value per share
(the "Common Stock"), of BCAM International, Inc. (the "Issuer"). The address
of the Issuer's principal executive offices is 1800 Walt Whitman Road,
Melville, New York 11747.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by Kirr, Marbach & Company, LLC, a limited
liability company organized under the laws of the State of Indiana ("Kirr
Marbach"), and three members of Kirr Marbach: David M. Kirr, Terry B. Marbach
and Gregg T. Summerville. Kirr Marbach is the managing general partner of the
three investment limited partnerships (the "Limited Partnerships"). The
Limited Partnerships are 621 Partners, L.P., an Indiana limited partnership
("621 Partners"); R. Weil & Associates, a New York limited partnership; and
Appleton Associates, L.P., a New York limited partnership. Each of Messrs.
Kirr, Marbach and Summerville is a citizen of the United States of America.
Messrs. Kirr, Marbach and Summerville and Kirr Marbach, as a general partner
of the Limited Partnerships, may be deemed to constitute a group within the
meaning of Regulation 13D-G (the "Group").
Kirr Marbach is separately filing this statement as Amendment No. 2 to
its previous statement with respect to the Common Stock dated June 3, 1997, on
Schedule 13G. Although Kirr Marbach believes that it continues to hold the
Common Stock without the purpose or effect of changing or influencing control
of the Issuer, Kirr Marbach has determined to commence future reporting of its
beneficial ownership of the Issuer's Common Stock on Schedule 13D as a
precaution.
The business address of Kirr Marbach is P.O. Box 1729, Columbus, Indiana
47201. Each of Messrs. Kirr, Marbach and Summerville is a member of Kirr
Marbach and has the same business address as Kirr Marbach.
During the last five years, neither Kirr Marbach nor any of Messrs.
Kirr, Marbach or Summerville has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was 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.
On September 22, 1997, the Group purchased $800,000 of certain notes of
the Issuer (the "Notes") which are described more fully in response to Item 5
below.
The Limited Partnerships under the direction of Kirr Marbach purchased
Notes with partnership funds. Kirr Marbach did not purchase any of the Notes
for its own account but may be deemed to beneficially own the Notes held by
each of the Limited Partnerships.
The purchases of the Notes on behalf of each of Messrs. Kirr and Marbach
were made pursuant to the direction of such individual and for such
individual's account in the Kirr Marbach Pension and Profit Sharing Plan,
using available cash in the individuals' Plan accounts. Mr. Summerville used
personal funds to purchase Notes for his own account.
<PAGE>
<PAGE> 7
ITEM 4. PURPOSE OF TRANSACTION.
The Notes purchased by or on behalf of the members of the Group were
acquired solely for investment purposes. Except for the expectation that
members of the Group may from time to time purchase and/or sell shares or the
Notes or warrants to purchase Common Stock (depending upon market conditions,
availability or need for funds, and other factors personal to each such
member), none of the members of the Group has any present plans or proposals
with respect to the Issuer that relate to or could result in the occurrence of
any of the following events:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer 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 Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) On September 22, 1997, the Limited Partnerships and the self-
directed pension plan accounts of Messrs. Kirr, Marbach and Summerville
purchased directly from the Issuer in a private placement a portion of a new
issue of the Issuer's 10%/13% Convertible Subordinated Notes Due September 19,
2002 having an aggregate par value of $785,000 (purchased at 100 percent of
par) and convertible into 981,250 shares of Common Stock and warrants attached
to the Notes for 320,000 shares of Common Stock exercisable at a warrant price
of $1.75 per share. Following those purchases, the members of the Group may
be deemed to beneficially own the following numbers of Common Stock:
<TABLE>
<CAPTION>
Number of Shares
Name Beneficially Owned Percentage*
<S> <C> <C>
Kirr Marbach
621 Partners 767,500 (1) 4.3% (1)
R. Weil & Associates 1,428,250 (2) 8.0% (2)
<PAGE>
<PAGE>8
Appleton Associates 240,000 (3) 1.3% (3)
Total 2,435,750 (4) 13.6% (4)
David M. Kirr 272,250 (5) 1.5% (5)
Terry B. Marbach 272,250 (5) 1.5% (5)
Gregg T. Summerville 272,250 (5) 1.5% (5)
Total 3,252,500 (6) 18.1% (6)
</TABLE>
* Percentages are calculated in accordance with Rule 13d-3(d)(1) on the
basis of 15,954,733 outstanding shares of Common Stock (as reported in the
Issuer's Annual Report on Form 10-QSB for the quarter ended June 30, 1997, as
filed on August 13, 1997), and as adjusted on a pro forma basis for the
potential issuance to the members of the Group of, in the aggregate, 1,010,000
shares pursuant to warrants and 981,250 shares pursuant to conversion of
Notes.
(1) Includes 507,500 shares that are not presently issued or outstanding
which 621 Partners has the right to acquire pursuant to warrants or the
conversion privilege of the Notes.
(2) Includes 575,750 shares that are not presently issued or outstanding
which R. Weil & Associates has the right to acquire pursuant to warrants
or the conversion privilege of the Notes.
(3) Includes 120,000 shares that are not presently issued or outstanding
which Appleton has the right to acquire pursuant to warrants.
(4) Includes 1,203,250 shares that are not presently issued or outstanding
the Limited Partnerships have the right to acquire pursuant to warrants
or the conversion privilege of the Notes.
(5) Consists of 272,250 shares for each of Messrs. Kirr, Marbach and
Summerville which are not presently issued or outstanding which such
individual has the right to acquire pursuant to warrants or the
conversion privilege of the Notes.
(6) Includes 2,020,000 shares that are not presently issued or outstanding
the Limited Partnerships and Messrs. Kirr, Marbach and Summerville have
the right to acquire pursuant to warrants or the conversion privilege of
the Notes.
(b) Kirr Marbach, a registered investment adviser and a general partner
of each of the Limited Partnerships, has sole voting and dispositive
discretion with respect to securities held by the Limited Partnerships. Each
of Messrs. Kirr, Marbach and Summerville has sole voting and dispositive power
over securities in his self-directed pension account.
(c) There have been no transactions in the Common Stock of the Issuer
by any of the Reporting Persons during the sixty days preceding the date of
this Statement, except for the sale by R. Weil & Associates (of which Kirr
Marbach is managing general partner) of 110,000 shares of the Common Stock on
September 10, 11, and 12, 1997, in open market transactions at an average
price of $1.367 per share and the purchases on September 22, 1997, of the
following principal amounts of Notes at 100 percent of par value as follows:
<PAGE>
<PAGE>9
<TABLE>
<CAPTION>
Name of Principal
Member Amount of Notes
<S> <C>
Kirr Marbach
621 Partners $150,000
R. Weil & Associates $155,000
David M. Kirr $165,000
Terry B. Marbach $165,000
Gregg T. Summerville $165,000
Total $800,000
</TABLE>
(d) No person other than the Limited Partnerships and each of Messrs.
Kirr, Marbach and Summerville has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Common
Stock beneficially owned by them.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Ralph Weil, a resident of New York who controls an entity that is also a
general partner of R. Weil & Associates and Appleton Associates, also directly
or indirectly purchased Notes in the same private placement in which members
of the Group purchased Notes. The Group disclaims that Ralph Weil is a member
of the Group.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Agreements Pursuant to Regulation Section 240.13d-
1(f).
Exhibit B -- Power of Attorney and Agency.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of their knowledge and
belief, each of the undersigned severally hereby certifies that the
information set forth in this statement is true, complete and correct.
October 2, 1997
Kirr, Marbach & Company, LLC
By *
*
David M. Kirr
*
Terry B. Marbach
*
Gregg T. Summerville
*By Mickey Kim,
Agent and Attorney-in-Fact<PAGE>
EXHIBIT A
AGREEMENT PURSUANT TO REGULATION Section 240.13d-1(f)
Each of the undersigned hereby agrees and consents to the filing of a
single Statement on Schedule 13D and any and all amendments thereto with the
Securities and Exchange Commission and any other regulatory authorities on
behalf of all of the undersigned in connection with their beneficial ownership
of securities of BCAM International, Inc. Each of the undersigned agrees that
he or she is responsible for the completeness and accuracy of the information
concerning him or her included in the Schedule 13D and any and all amendments
thereto.
October 2, 1997
Kirr, Marbach & Company, LLC
By *
*
David M. Kirr
*
Terry B. Marbach
*
Gregg T. Summerville
*By /s/ Mickey Kim,
Agent and Attorney-in-Fact
<PAGE>
EXHIBIT B
POWER OF ATTORNEY AND AGENCY
Each person whose signature appears below constitutes and appoints David
M. Kirr, Gregg T. Summerville and Mickey Kim, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, (a) to sign a statement on Schedule 13D to be dated
October 2, 1997, with respect to his or her beneficial ownership of common
stock of BCAM International, Inc., and any and all amendments thereto, and (b)
to enter into an agreement regarding the joint filing of the Schedule 13D and
all amendments thereto in the form attached hereto as Exhibit B-1, and to file
the Schedule 13D, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any other
regulatory authority, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
Kirr, Marbach & Company, LLC
By /s/ Mickey Kim
621 Partners, L.P.
By /s/ Mickey Kim
R. Weil & Associates
By /s/ Mickey Kim
Appleton Associates
By /s/ Mickey Kim
/s/ David M. Kirr
David M. Kirr
/s/ Terry B. Marbach
Terry B. Marbach
/s/ Gregg T. Summerville
Gregg T. Summerville
<PAGE>
EXHIBIT B-1
AGREEMENT PURSUANT TO REGULATION Section 240.13d-1(f)
Each of the undersigned hereby agrees and consents to the filing of a
single Statement on Schedule 13D and any and all amendments thereto with the
Securities and Exchange Commission and any other regulatory authorities on
behalf of all of the undersigned in connection with their beneficial ownership
of securities of BCAM International, Inc. Each of the undersigned agrees that
he or she is responsible for the completeness and accuracy of the information
concerning him or her included in the Schedule 13D and any and all amendments
thereto.
October 2, 1997
Kirr, Marbach & Company, LLC
By /s/ Mickey Kim
621 Partners, L.P.
By /s/ Mickey Kim
R. Weil & Associates
By /s/ Mickey Kim
Appleton Associates
By /s/ Mickey Kim
/s/ David M. Kirr
David M. Kirr
/s/ Terry B. Marbach
Terry B. Marbach
/s/ Gregg T. Summerville
Gregg T. Summerville
0391\10\BCAM13D
