UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(AMENDMENT NO. 2)
K Swiss Inc.
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(Name of issuer)
Class A Common Stock, $0.01 par value per share
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(Title of class of securities)
482686-10-2
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(CUSIP number)
Stanley J. Bernstein, Chairman, The Biltrite Corporation,
Stephen A. Fine, Two University Office Park, 51 Sawyer Road,
Waltham, MA 02254; with a copy to Don S. DeAmicis, Ropes & Gray,
One International Place, Boston, MA 02110
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 24, 25, 26, 1998; March 2, 3, 6, 1998
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(Dates of Events which Require 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>
SCHEDULE 13D
CUSIP No. 482686-10-2 Page 2 of 9 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Biltrite Corporation 04-3031551
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 523,294
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 523,294
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
523,294
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3
14. TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 482686-10-2 Page 3 of 9 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Stanley J. Bernstein ###-##-####
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 523,294
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 523,294
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
523,294
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3
14. TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 482686-10-2 Page 4 of 9 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Stephen A. Fine ###-##-####
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 523,294
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 523,294
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
523,294
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3
14. TYPE OF REPORTING PERSON
IN
ITEM 1. SECURITY AND ISSUES
The class of equity securities to which this Statement relates is Class
A Common Stock, $.01 par value (the "Class A Common Stock"), of K-Swiss, Inc.
(the "Company") located at 20664 Bahama Street, Chatsworth, CA 91311. The
corporation and the individuals set forth in Item 3 of this Statement are
beneficial owners of certain shares of Class B Common Stock (the "Class B Common
Stock"), and 10,000 shares of Class A Common Stock of the Company. While Class
B Common Stock is not an "equity security" within the meaning of regulation
13d-1(d), shares of Class B Common Stock are convertible, at any time, on a
share-for-share basis, into the Company's Class A Common Stock and therefore
beneficial owners of Class B Common Stock are deemed to be the beneficial
owners of Class A Common Stock into which the Class B Common Stock is
convertible.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by The Biltrite Corporation ("Biltrite"),
a Delaware Corporation, and Stanley J. Bernstein and Stephen A. Fine, the only
directors and shareholders of Biltrite. The address for Biltrite, Stanley J.
Bernstein, Stephen A. Fine and the other officers of Biltrite set forth below
is: Two University Office Park, 51 Sawyer Road, P.O. Box 9045, Waltham, MA
02254-9045. Stanley Bernstein, a director of the Company, has been Chairman of
the Board and Chief Executive Officer of Biltrite since 1985. Biltrite is a
supplier of rubber and plastic products used in footwear, flooring and
industrial applications. Stephen A. Fine, a director of the Company, has been a
director, President and Chief Operating Officer of Biltrite since 1985. The
following are all of the other officers of Biltrite: Terence M. Dooher, Vice
President-Finance; Gerald H. Weinstein, Vice President-Legal and Secretary;
Peter W. Catalano, Treasurer and Assistant Secretary; Lee James, Vice
President-Manufacturing; Peter Holleran, Vice President-Research and
Development; John E. Callanan, Vice President; Frank Re, Vice
President-Management Information Services; and Glenn J.
Konvalinka-Vice President.
During the five years prior to the date hereof, none of the individuals
or the corporation listed above have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor were any of them a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are 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 violations with respect to such laws.
All individuals listed above are citizens of the United States of
America.
Page 5 of 9 Pages
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
On December 27, 1990, a notice by Biltrite of its exercise of a
contractual right was received by the Company pursuant to which Biltrite
purchased from the Company, at an aggregate cash exercise price of $3,840.97
(paid for out of Biltrite's working capital), 384,097 shares of Class B Common
Stock. In 1986, Biltrite had purchased from the Company 1,323,000 shares of
Class B Common Stock for an aggregate cash price of $2,000,000 (paid for out of
Biltrite's working capital).
ITEM 4. PURPOSE OF TRANSACTION
Biltrite purchased the shares of Class B Common Stock reported herein
solely for the purpose of investment. Biltrite retains the right to vote its
shares of Class B Common Stock or to convert such shares into Class A Common
Stock as it determines, except as otherwise described in Item 6 hereof.
Depending upon market conditions and other factors that Biltrite may deem
material to its investment decision, Biltrite may purchase shares of Class A
Common Stock in the open market, in private transactions or by any other
permissible means or may dispose of all or a portion of the Share of Class A or
Class B Common Stock that are presently owned or hereafter acquired.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
The Biltrite Corporation ("Biltrite") is the beneficial owner of the
shares of K-Swiss Inc. (the "Company") to which this Schedule relates. Biltrite
has both the power to vote and the power to dispose to such shares.
Under the definition of "beneficial ownership" in Rule 13d-3 of the
Rules and Regulations under the Securities Exchange Act of 1934, Stanley J.
Bernstein and Stephen A. Fine might also be deemed to be the beneficial owners
(together with Biltrite) of the shares because Stanley J. Bernstein and Stephen
A. Fine each are directors of Biltrite and collectively beneficially own 100%
the voting shares of Biltrite.
Commencing on February 24, 1998 and continuing through the date hereof,
Biltrite has converted 124,000 shares of Class B Common Stock of the Company
into Class A Common
Page 6 of 9 Pages
<PAGE>
Stock of the Company, and sold 124,000 shares of Class A Common Stock on such
dates, in such amounts and at such prices as set for below. All sales were
effected by open market transactions.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Date No. of Shares Price
---- ------------- -----
February 24, 1998 37,000 $18.125
February 25, 1998 28,000 18.375
February 25, 1998 5,000 18.50
February 26, 1998 15,000 18.50
March 2, 1998 19,500 18.50
March 2, 1998 2,500 18.625
March 3, 1998 7,000 18.50
March 6, 1998 10,000 18.25
</TABLE>
As a result of these sales, Biltrite, as of the date hereof, is the
beneficial owner of 513,294 shares of Class B Common Stock, or 21.8% of the
Class B Common Stock outstanding, and 10,000 shares of Class A Common Stock.
Assuming all Class B Common Stock held by Biltrite were converted into Class A
Common Stock, Biltrite would be the beneficial owner of 14.3% of the Class A
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUES
The Company and certain holders of outstanding shares of Class B Common
Stock entered into an agreement (the "Stockholders Agreement") dated as of June
11, 1990, regarding certain matters. The Stockholders Agreement provides in part
as follows: So long as the number of shares of Class B Common Stock held by
Biltrite and its affiliates (collectively, the "Biltrite Group") exceeds 15% of
the total number of shares of Class B Common Stock outstanding, Steven Nichols
and his affiliates (collectively the "Nichols Group") will vote their shares of
Class B Common Stock in favor of the election of two nominees of Biltrite as
directors of the Company. The Nichols Group and the Biltrite Group have also
agreed in the Stockholders Agreement to vote their shares in connection with a
merger or consolidation of the Company or a sale or lease of substantially all
of its assets (collectively, a "Sale"), as Steven Nichols and Biltrite shall
mutually direct. So long as the aggregate number of shares of Class B Common
Stock held by the Biltrite Group is greater than or equal to 15% of the total
number of outstanding shares of all classes of the Company's Common Stock (the
"Biltrite Threshold"), and the aggregate number of shares of Class B Common
Stock held by the Nichols Group is greater than or equal to 10% of the total
number of outstanding shares of all classes of the Company's Common Stock (the
"Nichols Threshold"), Biltrite and Nichols shall direct the Biltrite Group and
the Nichols Group to vote their shares in favor of a Sale only if both Biltrite
and Nichols shall so agree. If Biltrite and Nichols do not agree, they shall
mutually direct the Biltrite Group and the Nichols Group to vote their shares of
Class B Common Stock against such Sale. If the number of shares of Class
Page 7 of 9 Pages
<PAGE>
B Common Stock held by the Biltrite Group falls below the Biltrite Threshold,
Biltrite and Nichols shall mutually direct the voting of the shares of Class B
Common Stock in connection with a Sale as Nichols shall determine. If a number
of shares of Class B Common Stock held by the Nichols Group falls below the
Nichols Threshold, Biltrite and Nichols shall direct the voting of the shares of
Class B Common Stock in connection with a Sale as Biltrite shall direct. If the
number of shares of Class B Common Stock held by each of the Biltrite Group and
the Nichols Group falls below the Biltrite Threshold and the Nichols Threshold,
respectively, members of each group are free to vote their shares as they see
fit. During 1993, the number of shares of Class B Common Stock held by the
Biltrite Group fell below the Biltrite Threshold.
The holders of at least 25% of the registrable Class B Common Stock (as
defined in an agreement between Biltrite and the Company's predecessor) (the
"Registrable B Shares") may, on two separate occasions, demand that the Company
register, under the Securities Act of 1933, shares of Class A Common Stock into
which such Registrable B Shares may be converted. Holders of Registrable B
Shares may also cause the Company to register shares of Class A Common Stock
issuable upon conversion of Registrable B Shares held by it upon the Company's
proposal to register any class of common stock under the federal securities laws
in a public offering for cash.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are attached to this Statement:
1. Restated Stockholders Agreement dated June 11, 1990.
Page 8 of 9 Pages
<PAGE>
SIGNATURES
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.
THE BILTRITE CORPORATION
By:/s/Stanley J. Bernstein
______________________________
Stanley J. Bernstein, Chairman
/s/Stanley J. Bernstein
----------------------------
Stanley J. Bernstein
/s/Stephen A. Fine
----------------------------
Stephen A. Fine
Dated: March 6, 1998
Page 9 of 9 Pages
<PAGE>
