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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
(Rule 13d-101)
Under Section 13(d) of the Securities Exchange Act of 1934
BE AEROSPACE, INC.
--------------------------
(Name of Issuer)
Common Stock, $.01 par value
--------------------------------
(Title of Class of Securities)
073302101
-----------------
(CUSIP Number)
Joseph Fisher
Synthes, Inc.
1690 Russell Road
Paoli, PA 19301
(610) 647-9700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 9, 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(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.)
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_______________________________________________________________________________
CUSIP No. 073302101 SCHEDULE 13D/A Page 2 of 5 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Hansjorg Wyss ###-##-####
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS (See Instructions)
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
Switzerland
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 2,173,609
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 0
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 2,173,609
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,173,609
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.79%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 073302101 SCHEDULE 13D/A Page 3 of 5 Pages
Item 1. Security and Issuer
This statement amends a statement on Schedule 13D (the "Original
Schedule 13D") filed by the Reporting Person on December 6, 1999
relating to the shares of Common Stock, par value $.01 per share (the
"Common Stock") of BE Aerospace, Inc., a Delaware corporation (the
"Issuer"). Capitalized terms used herein without definition have the
meanings ascribed to them in the Original Schedule 13D. This report
relates to the purchase of 240,000 shares of Common Stock in various
transactions from December 6, 1999 to December 9, 1999.
Item 2. Identity and Background
(a) Name Hansjorg Wyss
(b) Address 1690 Russell Road
Paoli, PA 19301
(c) Title Hansjorg Wyss is the Chairman
of the Board of Directors of
Synthes-Stratec, Inc. He also
serves on the Board of Directors
of the Issuer.
(d) Criminal Convictions No
(e) Securities Violations No
(f) Citizenship Switzerland
Item 3. Source and Amount of Funds or Other Consideration
The shares of Common Stock were purchased by Mr. Wyss with personal
funds.
Item 4. Purpose of Transaction
Mr. Wyss' acquisition of the aforementioned shares of Common Stock is
for the purpose of investment. Mr. Wyss does not presently have any plan or
proposal to acquire control of the Issuer or which relates to or would result
in:
(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 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 of the Issuer,
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 Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
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CUSIP No. 073302101 SCHEDULE 13D/A Page 4 of 5 Pages
(g) any change in the Issuer's Certificate of Incorporation or By-Laws
or other actions which may impede the acquisition of control of the Issuer by
any person;
(h) causing the Common Stock to cease to be authorized to be quoted on
the National Association of Securities Dealers Automated Quotation System;
(i) the Common Stock becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above;
provided, however, that Mr. Wyss may acquire additional shares of Common Stock
in the open market or private transactions from time to time as shares become
available for purchase. Mr. Wyss intends to review his position in the Issuer
from time to time and may, depending upon his evaluation of its business and
prospects, and upon future developments, including, but not limited to, the
attitude of the Board of Directors and management of the Issuer, general
economic conditions and money and stock market conditions, determine to cease
buying shares or to increase or decrease his position in the Issuer. Mr. Wyss
does not presently intend to make a tender offer for shares. As a result of his
periodic review of his position in the Issuer, however, Mr. Wyss may make a
tender offer for shares in the future.
Item 5. Interest in Securities of the Issuer
(a) Table I sets forth the aggregate number of shares and percentage of
Common Stock beneficially owned by Mr. Wyss. The information herein pertaining
to the Issuer's issued and outstanding Common Stock is as of August 28, 1999, at
which time there were 24,711,219 shares of Common Stock issued and outstanding.
Mr. Wyss owns 2,151,109 shares of Common Stock and options to purchase 22,500
shares of Common Stock for an aggregate beneficial ownership of 2,173,609
shares.
Table I
Aggregate Amount of
Title of Class Beneficial Ownership of Class Percentage of Class
-------------- ----------------------------- -------------------
Common Stock 2,173,609 8.79%
(b) The number of Shares as to which Mr. Wyss has sole power to vote or
direct the vote, shared power to vote or direct the vote, sole power to dispose
or direct the disposition, or shared power to dispose or direct the disposition
is as follows:
(i) Sole Voting Power. Mr. Wyss has sole voting power with
respect to 2,173,609 Shares beneficially owned.
(ii) Shared Voting Power. Mr. Wyss does not hold any Shares with
shared voting power.
(iii) Sole Dispositive Power. Mr. Wyss has sole power to dispose or
to direct the disposition with respect to 2,173,609 Shares
beneficially owned.
(iv) Shared Dispositive Power. Mr. Wyss does not share power to
dispose or to direct the disposition of Shares.
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CUSIP No. 073302101 SCHEDULE 13D/A Page 5 of 5 Pages
(c) Mr. Wyss made the following purchases of Common Stock following the
filing of the Original Schedule 13D:
Transaction Date Number of Shares Transaction Type Price per Share
---------------- ---------------- -------------------- ---------------
12/6/99 90,000 Open Market Purchase 7.00
12/7/99 35,000 Open Market Purchase 7.00
12/8/99 15,000 Open Market Purchase 7.00
12/9/99 100,000 Open Market Purchase 7.00
(d) Not applicable.
Item 6. Contracts, arrangements, understandings or relationships with respect to
securities of the Issuer.
Mr. Wyss is not a party to any contract, arrangement, understanding or
relationship with respect to any securities of the Issuer.
Item 7. Material to be filed as Exhibits
A. Not Applicable
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: December 10, 1999
/s/ Hansjorg Wyss
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Hansjorg Wyss
