UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
BCAM International, Inc
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
055293104
(CUSIP Number)
June 4, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 13G
CUSIP No. 055293104
1 Names of Reporting Persons or
S.S. or I.R.S. Identification Nos. of Above Person
Kirr, Marbach & Company, LLC
2 Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Indiana
NUMBER OF 5 Sole Voting Power
SHARES
BENEFICIALLY 2,021,167
OWNED BY
EACH 6 Shared Voting Power
REPORTING
PERSON WITH 0
7 Sole Dispositive Power
2,021,167
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,021,167 [includes 801,667 shares that may be acquired upon the
exercise of warrants]
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
11 Percent of Class Represented by Amount in Row (9)
9.4%
12 Type of Reporting Person
IA<PAGE>
<PAGE> 3
SCHEDULE 13G
CUSIP No. 055293104
1 Names of Reporting Persons or
S.S. or I.R.S. Identification Nos. of Above Person
David M. Kirr
2 Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
USA
NUMBER OF 5 Sole Voting Power
SHARES
BENEFICIALLY 55,000
OWNED BY
EACH 6 Shared Voting Power
REPORTING
PERSON WITH 0
7 Sole Dispositive Power
55,000
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
55,000 [represents shares that may be acquired upon the
exercise of warrants]
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
11 Percent of Class Represented by Amount in Row (9)
0.3%
12 Type of Reporting Person
IN<PAGE>
<PAGE> 4
SCHEDULE 13G
CUSIP No. 055293104
1 Names of Reporting Persons or
S.S. or I.R.S. Identification Nos. of Above Person
Terry B. Marbach
2 Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
USA
NUMBER OF 5 Sole Voting Power
SHARES
BENEFICIALLY 55,000
OWNED BY
EACH 6 Shared Voting Power
REPORTING
PERSON WITH 0
7 Sole Dispositive Power
55,000
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
55,000 [represents shares that may be acquired upon the
exercise of warrants]
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
11 Percent of Class Represented by Amount in Row (9)
0.3%
12 Type of Reporting Person
IN<PAGE>
<PAGE> 5
SCHEDULE 13G
CUSIP No. 055293104
1 Names of Reporting Persons or
S.S. or I.R.S. Identification Nos. of Above Person
Gregg T. Summerville
2 Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
USA
NUMBER OF 5 Sole Voting Power
SHARES
BENEFICIALLY 55,000
OWNED BY
EACH 6 Shared Voting Power
REPORTING
PERSON WITH 0
7 Sole Dispositive Power
55,000
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
55,000 [represents shares that may be acquired upon the
exercise of warrants]
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
11 Percent of Class Represented by Amount in Row (9)
0.3%
12 Type of Reporting Person
IN<PAGE>
<PAGE> 6
This Schedule 13G is being filed to accomplish the conversion by the
Reporting Persons from reporting on Schedule 13D to reporting on Schedule 13G
as permitted for Passive Investors pursuant to the rules adopted in Exchange
Act Release 39538 issued January 12, 1998.
Item 1 (a)Name of Issuer:
BCAM International, Inc.
Item 1 (b)Address of Issuer's Principal Executive Offices:
1800 Walt Whitman Road
Melville, NY 11747
Item 2 (a)Name of Person Filing:
Kirr, Marbach & Company, LLC ("Kirr Marbach"), a registered
investment adviser, and three members of Kirr Marbach: David
M. Kirr, Terry B. Marbach and Gregg T. Summerville. Kirr
Marbach is the managing general partner of three investment
limited partnerships that hold securities of the Issuer.
Item 2 (b)Address of Principal Business Office, or if none, Residence:
The business address of Kirr Marbach and each of its members
is 621 Washington Street, Columbus, IN 47201
Item 2 (c)Citizenship:
Kirr Marbach is a limited liability company organized under
the laws of the State of Indiana. Each of the members of
Kirr Marbach is a United States citizen.
Item 2 (d)Title of Class of Securities:
Common Stock, $0.01 Par Value (the "Common Stock")
Item 2 (e)CUSIP Number:
055293104
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c):
A. [ ] Broker or Dealer registered under Section 15 of
the Act
B. [ ] Bank as defined in section 3(a)(6) of the Act
C. [ ] Insurance Company as defined in section 3(a)(19)
of the Act
<PAGE> 7
D. [ ] Investment company registered under section 8 of
the Investment Company Act
E. [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(1)(ii)(E)
F. [ ] An Employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F)
G. [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(ii)(G)
H. [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act
I. [ ] Group, in accordance with Section 240.13d-
1(b)(1)(ii)(J)
J. [x] Group, in accordance with section 240.13d-
1(b)(1)(ii)(H)
If this statement is being filed pursuant to Section
240.13d-1(c), check this box [x]
Item 4 Ownership:
Item 4 (a) Amount Beneficially Owned:
2,186,167 [includes 966,667 shares that may be acquired
upon the exercise of warrants]
Item 4 (b) Percent of Class:
10.2%
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
(ii) shared power to vote or to direct the vote:
(iii) sole power to dispose or to direct the
disposition of:
(iv) shared power to dispose or to direct the
disposition of:
The information on the cover pages (pages 2-5) is
incorporated by reference.<PAGE>
<PAGE> 8
Item 5 Ownership of Five Percent or less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Kirr Marbach is a general partner of three limited
partnerships, which in the aggregate are entitled to
receive, or to direct the receipt of, dividends from, and
the proceeds from sale of, all of the shares beneficially
owned by Kirr Marbach. The economic interest of one of such
limited partnerships (R. Weil & Associates, a New York
limited partnership) in the Issuer's Common Stock relates to
more than five percent of that class.
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
<PAGE>
<PAGE> 9
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
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: June 4, 1998
KIRR MARBACH & COMPANY, LLC
By /s/ Mickey Kim
____________________
Mickey Kim
Member
____________________
Title
/s/ David M. Kirr
____________________
David M. Kirr
/s/ Terry B. Marbach
____________________
Terry B. Marbach
/s/ Gregg T. Summerville
____________________
Gregg T. Summerville
