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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. 5 )*
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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)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
*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 1 of 4 Pages
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CUSIP No. 068313-10-5 13G Page 2 of Pages
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(1) NAME OF REPORTING PERSON
A. Andrew Rudd
B. 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. California
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NUMBER OF (5) SOLE VOTING POWER
SHARES 876,900 (See Item 6 on page 3 of this statement.)
BENEFICIALLY ------------------------------------------------------
OWNED BY (6) SHARED VOTING POWER
EACH 1,804,850 (See Item 6 on page 3 of this statement.)
REPORTING ------------------------------------------------------
PERSON (7) SOLE DISPOSITIVE POWER
WITH 876,900 (See Item 6 on page 3 of this statement.)
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(8) SHARED DISPOSITIVE POWER
1,804,850 (See Item 6 on page 3 of this statement.)
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,681,750 (See Item 6 on page 3 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 3 of this statement.)
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.80%
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(12) TYPE OF REPORTING PERSON*
A. IN
B. 00 (Trust)
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 Pages
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ITEM 1(a). NAME OF ISSUER
BARRA, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
2100 Milvia Street
Berkeley, CA 94704
ITEM 2(a). NAME OF PERSONS FILING
A. Andrew Rudd
B. Rudd Family Trust
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
ITEM 2(c). CITIZENSHIP OR PLACE OF ORGANIZATION
A. England
B. California
ITEM 2(d). TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2(e). CUSIP NUMBER
068313-10-5
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13-d1(b), OR 13-d-2(b),
CHECK WHETHER OR NOT THE PERSON FILING IS A:
N/A
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
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
As of December 31, 1997, the Rudd Family Trust (the "Trust") held
title to 1,779,850 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 13.14% of the issued and outstanding
Stock as of December 31, 1997.
Page 3 of 4 Pages
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As of December 31, 1997, the Rudd Family Foundation (the "Foundation")
held title to 25,000 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 December 31, 1997.
As of December 31, 1997, Dr. Rudd held title to 876,900 shares of
the Stock. This Stock represents shares issued as a result of a 3
for 2 split of the Stock, which occurred before Dr. Rudd's October
1, 1997 transfer of 1,728,800 shares of the Stock to the Trust and
25,000 shares of the Stock to the Foundation was completed. Dr.
Rudd is presently in the process of transferring 864,400 shares of
such Stock to the Trust and 12,500 shares of such Stock to the
Foundation. Until such transfer is completed, Dr. Rudd will have
sole voting and dispositive power for such Stock. Dr. Rudd's
interest in such Stock represented approximately 6.47% of the
issued and outstanding Stock as of December 31, 1997.
As of December 31, 1997, 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
ITEM 10. CERTIFICATION
N/A
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.
February 11, 1997
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Date
/s/ Andrew Rudd
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Signature
Andrew Rudd
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Name/Title
Page 4 of 4 Pages
