UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(AMENDMENT NO. 3)
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)
April 27; May 4, 11, 14, 20, 21, 22, 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 6 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 396,394
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 396,394
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
396,394
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9
14. TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 482686-10-2 Page 3 of 6 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 396,394
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 396,394
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
396,394
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9
14. TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 482686-10-2 Page 4 of 6 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 396,394
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 396,394
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
396,394
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9
14. TYPE OF REPORTING PERSON
IN
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 of 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%
of the voting shares of Biltrite.
Commencing on April 27, 1998 and continuing through May 22, 1998,
Biltrite has converted 117,400 shares of Class B Common Stock of the Company
into Class A Common Stock of the Company, and sold 117,400 shares of Class A
Common Stock on such dates, in such amounts and at such prices as set forth
below. All sales were effected by open market transactions.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Date No. of Shares Price
---- ------------- -----
April 27, 1998 1,000 $22.25
May 4, 1998 25,500 21.375
May 4, 1998 20,000 21.25
May 11, 1998 5,400 20.875
May 14, 1998 3,000 20.50
May 14, 1998 500 20.75
May 20, 1998 7,500 20.50
May 20, 1998 2,500 20.25
May 21, 1998 2,000 20.25
May 22, 1998 50,000 19.25
</TABLE>
As a result of these sales, Biltrite, as of the date hereof, is the
beneficial owner of 386,394 shares of Class B Common Stock, or 17.4% 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 10.9% of the Class A
Common Stock.
Page 5 of 6
<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
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Stanley J. Bernstein
/s/ Stephen A. Fine
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Stephen A. Fine
Dated: May 29, 1998
Page 6 of 6
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