SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
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 [ ].
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
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 2,054,500
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
2,054,500
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
2,054,500
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
12.1%
14 Type of Reporting Person*
IA
<PAGE>
<PAGE>3
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 66,000
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
66,000
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
66,000
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
0.4%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>4
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 66,000
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
66,000
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
66,000
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
0.4%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>5
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 66,000
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
66,000
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
66,000
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
0.4%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>6 AMENDMENT NO. 1
TO
SCHEDULE 13D
This Amendment No. 1 is being filed to amend Item 5 of the Schedule 13D
and Amendment No. 2 to Schedule 13G filed on Schedule 13D dated October 2,
1997 (the "Schedule 13D").
The beneficial ownership amounts reported in the Schedule 13D included
shares of the Issuer's Common Stock that could be acquired upon the exercise
of 10%/13% Convertible Subordinated Notes Due September 19, 2002 (the
"Notes"). The Notes will not become convertible into Common Stock until
September 19, 1998, however, and therefore are not deemed pursuant to SEC Rule
13d-3 to be beneficially owned by the reporting persons at this time.
Therefore, this Amendment No. 1 is being filed to revise beneficial ownership
amounts and other disclosures in Item 5 to read as follows:
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 and exercisable September 19, 1998 (the "Notes") with warrants attached
to the Notes which are currently exercisable for 320,000 shares of Common
Stock at a warrant price of $1.75 per share. Following the acquisition of
these warrants, the members of the Group may be deemed to beneficially own the
follow numbers of shares of Common Stock:
<TABLE>
<CAPTION>
Number of Shares
Name Beneficially Owned Percentage*
<S> <C> <C>
Kirr Marbach
621 Partners 580,000 (1) 3.4% (1)
R. Weil & Associates 1,234,500 (2) 7.3% (2)
Appleton Associates 240,000 (3) 1.4% (3)
Total 2,054,500 (4) 12.1% (4)
David M. Kirr 66,000 (5) 0.4% (5)
Terry B. Marbach 66,000 (5) 0.4% (5)
Gregg T. Summerville 66,000 (5) 0.4% (5)
Total 2,252,500 (6) 13.3% (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
<PAGE> 7
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, 1,020,000
shares pursuant to warrants.
(1) Includes 320,000 shares that are not presently issued or outstanding
which 621 Partners has the right to acquire pursuant to warrants.
(2) Includes 382,000 shares that are not presently issued or outstanding
which R. Weil & Associates has the right to acquire pursuant to
warrants.
(3) Includes 120,000 shares that are not presently issued or outstanding
which Appleton has the right to acquire pursuant to warrants.
(4) Includes 822,000 shares that are not presently issued or outstanding the
Limited Partnerships have the right to acquire pursuant to warrants.
(5) Consists of 66,000 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.
(6) Includes 1,020,000 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.
(b) Kirr Marbach, a registered investment advisor 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Agreements Pursuant to Regulation Section 240.13d-1(f)
(filed with original Schedule 13D dated October 2,
1997).
Exhibit B -- Power of Attorney and Agency (filed with original
Schedule 13D dated October 2, 1997).
<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.
November 7, 1997
Kirr, Marbach & Company, LLC
By *
*
David M. Kirr
*
Terry B. Marbach
*
Gregg T. Summerville
*By /s/ Mickey Kim,
Agent and Attorney-in-Fact
