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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
BARRA, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
068313-10-5
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(CUSIP Number)
3/16/98
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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(c)
[X] 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).
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CUSIP No. 068313-10-5 13G Page 2 of 9 pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
A. Andrew Rudd
B. Virginia Rudd
C. Rudd Family Trust
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
A. England
B. England
C. California
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NUMBER OF (5) SOLE VOTING POWER
SHARES A. 12,000
BENEFICIALLY B. 0
OWNED BY C. 0
EACH
REPORTING ---------------------------------------------
PERSON (6) SHARED VOTING POWER
WITH A. 2,681,750
B. 2,681,750
C. 2,644,250
(See Item 6 on page 5 of this statement)
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(7) SOLE DISPOSITIVE POWER
A. 12,000
B. 0
C. 0
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(8) SHARED DISPOSITIVE POWER
A. 2,681,750
B. 2,681,750
C. 2,644,250
(See Item 6 on page 5 of this statement)
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CUSIP No. 068313-10-5 13G Page 3 of 9 pages
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. 2,693,750
B. 2,681,750
C. 2,644,250
(See Item 6 on page 5 of this statement)
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(See Item 6 on page 5 of this statement)
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
A. 19.7 %
B. 19.6 %
C. 19.3 %
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(12) TYPE OF REPORTING PERSON*
A. IN
B. IN
C. 00 (Trust)
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ITEM 1(a). NAME OF ISSUER
BARRA, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
1200 Milvia Street
Berkeley, CA 94704
ITEM 2(a). NAME OF PERSONS FILING
A. Andrew Rudd
B. Virginia Rudd
C. Rudd Family Trust
This Schedule 13G is filed on behalf of Andrew Rudd, Virginia
Rudd and the Rudd Family Trust ("Reporting Persons") pursuant to
Rule 13d-1(k)(1). Agreements of the Reporting Persons that this
Schedule 13G is filed on behalf of
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CUSIP No. 068313-10-5 13G Page 4 of 9 pages
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each of the Reporting Persons is attached hereto as Exhibit A and
Exhibit B (See also Item 6 on page 5 of this Statement)
ITEM 2.(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
A. 35 Valley View Road, Orinda CA 94536
B. 35 Valley View Road, Orinda CA 94536
C. 35 Valley View Road, Orinda CA 94536
ITEM 2(c). CITIZENSHIP OR PLACE OF ORGANIZATION
A. England
B. England
C. California
ITEM 2(d). TITLE OF CLASS OF SECURITIES
A. Common Stock
B. Common Stock
C. Common Stock
ITEM 2(e). CUSIP NUMBER
068313-10-5
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13-d-1(b), OR
13-d-2(b), CHECK WHETHER OR NOT THE PERSON FILING IS A:
N/A
If this Statement is filed pursuant to Section 240.13d-1(c),
check this box [X]
ITEM 4. OWNERSHIP
The information required by this Item 4 is set forth on the cover
page of this Schedule 13G in Items 5-11 and is incorporated
herein by this reference. See Item 6 below.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
N/A
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CUSIP No. 068313-10-5 13G Page 5 of 9 pages
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
As of 3/31/98, the Rudd Family Trust (the "Trust") held title to
2,644,250 shares of Common Stock of BARRA, Inc. (the "Stock").
Andrew Rudd ("Dr. Rudd") and his wife, Virginia Rudd, are the
trustees of the Trust and, as such, share the voting and
dispositive powers for such Stock. The Trust's interest in such
Stock represented approximately 19.3 % of the issued and
outstanding Stock as of 3/31/98.
As of 3/31/98, the Rudd Family Foundation (the "Foundation") held
title to 37,500 shares of the Stock. Dr. Rudd, his wife and one
of his sons are the trustees of the Foundation and, as such,
share the voting and dispositive powers for such Stock. The
Foundation's interest in such Stock represented less than five
percent of the issued and outstanding Stock as of 3/31/98.
As of 3/31/98, 48,448 shares of the Stock were held in equal
parts by "Peter Rudd as custodian for [each of Dr. Rudd's four
children] under the California Transfers to Minors Act" ("CUTMA")
and 72,300 shares of the Stock were held by the CANN 1997 Trust
("CANN"). Neither Dr. Rudd nor the Trust has sole or shared
voting or dispositive power over the Stock held by CUTMA or CANN.
Accordingly, Dr. Rudd and the Trust each disclaims beneficial
ownership of such shares pursuant to Rule 13d-4 under the
Securities Exchange Act of 1934, as amended.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
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CUSIP No. 068313-10-5 13G Page 6 of 9 pages
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ITEM 10. CERTIFICATION
By signing below we certify that, to the best of our knowledge
and belief, the securities referred to above were acquired and
are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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CUSIP No. 068313-10-5 13G Page 7 of 9 pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
April 24, 1998
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Date
/s/ Andrew Rudd
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Signature
Andrew Rudd
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Name/Title
April 24, 1998
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Date
/s/ Virginia Rudd
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Signature
Virginia Rudd
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Name/Title
April 24, 1998
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Date
/s/ Andrew Rudd
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Signature
Andrew Rudd, Trustee of the Rudd Family Trust
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Name/Title
April 24, 1998
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Date
/s/ Virginia Rudd
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Signature
Virginia Rudd, Trustee of the Rudd Family Trust
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Name/Title
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CUSIP No. 068313-10-5 13G Page 8 of 9 pages
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EXHIBIT A
AGREEMENT REGARDING FILING OF SCHEDULE 13G
FOR SHARES HELD BY THE RUDD FAMILY TRUST
Andrew Rudd, Virginia Rudd, Andrew Rudd as the Trustee of the Rudd Family Trust
and Virginia Rudd as the Trustee of the Rudd Family Trust ("Reporting Persons")
agree that Schedule 13G to be jointly filed with the Securities and Exchange
Commission pursuant to Rule 13(d)-1(k)(1) of the Securities Exchange Act of
1934, with respect to the reporting of the common beneficial ownership of the
Reporting Persons of 2,644,250 shares of Common Stock of BARRA, Inc. held in
the Rudd Family Trust, is filed on behalf of each of them.
Dated: April 24, 1998
/s/ Andrew Rudd /s/ Virginia Rudd
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Andrew Rudd Virginia Rudd
RUDD FAMILY TRUST
/s/ Andrew Rudd
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Andrew Rudd, Trustee
/s/ Virginia Rudd
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Virginia Rudd, Trustee
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CUSIP No. 068313-10-5 13G Page 9 of 9 pages
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EXHIBIT B
AGREEMENT REGARDING FILING OF SCHEDULE 13G
FOR SHARES HELD BY THE RUDD FAMILY FOUNDATION
Andrew Rudd and Virginia Rudd (the "Reporting Persons") agree that Schedule 13G
to be filed jointly with the Securities and Exchange Commission pursuant to Rule
13(d)-1(k)(1) of the Securities Exchange Act of 1934, with respect to the
reporting of the common beneficial ownership of the Reporting Persons of 37,500
shares of Common Stock of BARRA, Inc. held in the Rudd Family Foundation, is
filed on behalf of each of them.
Dated: April 24, 1998
/s/ Andrew Rudd /s/ Virginia Rudd
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Andrew Rudd Virginia Rudd
