UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Bell & Howell Co.
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(Name of Issuer)
Common Stock ($.001 per share)
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(Title of Class of Securities)
077852-10-1
-------------------------------------
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
March 12, 1999
-------------------------------------
*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).
CUSIP NO. 077852-10-1
<PAGE>
1 NAME OF REPORTING PERSON
Main Street Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 690,900 (1)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
690,900 (1)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,900(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Power is exercised through its sole general partner, MS Advisory
Partners, L.P.
<PAGE>
1 NAME OF REPORTING PERSON
MS Advisory Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 690,900 (1)(2)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
690,900 (1)(2)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,900(1)(2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Solely in its capacity as the sole general partner of Main Street
Partners, L.P.
(2) Power is exercised through its two general partners, SF Advisory Corp.
and SF Advisory Corp. II.
<PAGE>
1 NAME OF REPORTING PERSON
San Francisco Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF SHARES 151,800 (1)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
151,800 (1)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,800(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Power is exercised through its sole general partner, SF Advisory
Partners, L.P.
<PAGE>
1 NAME OF REPORTING PERSON
SF Advisory Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 151,800 (1)(2)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
151,800 (1)(2)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,800(1)(2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Solely in its capacity as the sole general partner of San Francisco
Partners II, L.P.
(2) Power is exercised through its two general partners, SF Advisory Corp.
and SF Advisory Corp. II.
<PAGE>
1 NAME OF REPORTING PERSON
SF Advisory Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 842,700 (1)(2)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
842,700 (1)(2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
842,700(1)(2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6%
12 TYPE OF REPORTING PERSON (See Instructions)
CO
(1) Solely in its capacity as one of two general partners of MS Advisory
Partners, L.P. with respect to 690,900 of such shares; solely in its
capacity as one of two general partners of SF Advisory Partners, L.P.
with respect to 151,800 of such shares.
(2) Power is exercised through its controlling person, John H. Scully.
<PAGE>
1 NAME OF REPORTING PERSON
SF Advisory Corp. II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 842,700 (1)(2)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
842,700 (1)(2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
842,700(1)(2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6%
12 TYPE OF REPORTING PERSON (See Instructions)
CO
(1) Solely in its capacity as one of two general partners of MS Advisory
Partners, L.P. with respect to 690,900 of such Shares; solely in its
capacity as one of two general partners of SF Advisory Partners, L.P.
with respect to 151,800 of such shares.
(2) Power is exercised through its controlling person, William E. Oberndorf.
<PAGE>
1 NAME OF REPORTING PERSON
John H. Scully
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF SHARES 78,037 (1)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 842,700 (2)
7 SOLE DISPOSITIVE POWER
78,037 (1)
8 SHARED DISPOSITIVE POWER
842,700 (2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
920,737 (1)(2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.9%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Includes 72,812 Shares beneficially owned by a family limited
partnership (Cranberry Lake Partners, L.P.), of which Mr. Scully is the
sole general partner. Also, includes presently exercisable options to
purchase up to 5,225 Shares. These options have been included in the
total number of shares in the class for determining percent of class
(Item 11).
(2) Solely in his capacity as the controlling person of SF Advisory Corp.
<PAGE>
NAME OF REPORTING PERSON
William E. Oberndorf
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF SHARES 433,815 (1)
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 842,700 (2)
7 SOLE DISPOSITIVE POWER
433,815 (1)
8 SHARED DISPOSITIVE POWER
842,700 (2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,276,515 (1)(2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Includes 20,000 shares beneficially owned by a family limited partnership
(Oberndorf Family Partners), of which Mr. Oberndorf is the sole general
partner. Also, includes 408,590 shares in his capacity as controlling
person of Shares beneficially owned by a family trust (William E. & Susan
C. Oberndorf TRI). Further, includes presently exercisable options to
purchase up to 5,225 Shares. These options have been included in the
total number of shares in the class for determining percent of class
(Item 11).
(2) Solely in his capacity as the controlling person of SF Advisory Corp. II.
<PAGE>
ITEM 1 (A) NAME OF ISSUER:
Bell & Howell Co.
ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5215 Old Orchard Road, Skokie, Illinois 60077
ITEM 2 (A) NAME OF PERSON FILING:
The names of the persons filing this statement (the "Reporting Persons")
are Main Street Partners, L.P., MS Advisory Partners, L.P., San Francisco
Partners II, L.P., SF Advisory Partners, L.P., SF Advisory Corp., SF Advisory
Corp. II, John H. Scully, and William E. Oberndorf.
ITEM 2 (B) ADDRESS OF PRINCIPAL OFFICE:
The address of the principal office of each of the Reporting Persons is
591 Redwood Highway, Suite 3215, Mill Valley, CA 94941.
ITEM 2 (C) CITIZENSHIP:
Main Street Partners, L.P. is a Delaware limited partnership. MS
Advisory Partners, L.P. is a Delaware limited partnership. San Francisco
Partners II, L.P. is a California limited partnership. SF Advisory Partners,
L.P. is a Delaware limited partnership. SF Advisory Corp. is a Delaware
corporation. SF Advisory Corp. II is a Delaware corporation. Mr. Scully and
Mr. Oberndorf are citizens of the United States of America.
ITEM 2 (D) TITLE OF CLASS OF SECURITIES:
This statement relates to Common Shares of the Issuer ("Shares").
ITEM 2 (E) CUSIP NUMBER: 077852-10-1
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) /__/ Broker or dealer registered under Section 15 of the
Exchange Act.
(b) /__/ Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) /__/ Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) /__/ Investment company registered under Section 8 of the
Investment Company Act.
(e) /__/ An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) /__/ An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) /__/ A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) /__/ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) /__/ A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act.
(j) /__/ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. / X /
ITEM 4 OWNERSHIP:
The Reporting Persons have been advised by the Issuer that as of March
5, 1999 there were 23,364,000 Shares outstanding.
(a)-(b) Main Street Partners, L.P. beneficially owns 690,900 Shares,
which constitutes approximately 3.0% of the 23,364,000 Shares outstanding as
of March 5, 1999. San Francisco Partners II, L.P. beneficially owns 151,800
Shares, which constitutes approximately 0.6% of the Shares outstanding as of
March 5, 1999. MS Advisory Partners, L.P., through its relationship with Main
Street Partners, L.P., may be deemed to beneficially own 690,900 Shares,
constituting approximately 3.0% of the Shares outstanding. SF Advisory
Partners, L.P.,through its relationship with San Francisco Partners II, L.P.,
may be deemed to beneficially own 151,800 Shares, constituting approximately
0.6% of the Shares outstanding. Both of SF Advisory Corp. and SF Advisory
Corp II through their relationships with Main Street Partners, L.P. and San
Francisco Partners II, L.P., may be deemed to beneficially own 842,700 Shares,
constituting approximately 3.6% of the Shares outstanding. John H. Scully,
though his relationship with Main Street Partners, L.P., San Francisco
Partners II, L.P. and a family limited partnership (Cranberry Lake Partners,
L.P.) and by virtue of presently exercisable options, may be deemed to own
920,737 shares, constituting approximately 3.9% of the Shares outstanding.
William E. Oberndorf through his relationship with Main Street Partners, L.P.,
San Francisco Partners II, L.P., a family limited partnership (Oberndorf
Family Partners), a family trust (William E. & Susan C. Oberndorf TRI) may be
deemed to beneficially own 1,276,515 shares, constituting approximately 5.5%
of the shares outstanding.
(c) Acting through MS Advisory Partners, L.P., its general partner,
Main Street Partners, L.P. has the sole power to dispose or direct the
disposition of and the sole power to vote or direct the vote of 690,900
Shares. Acting through SF Advisory Partners, L.P., its general partner, San
Francisco Partners II, L.P. has the sole power to dispose or direct the
disposition of and the sole power to vote or direct the vote of 151,800
Shares. However, SF Advisory Corp. and SF Advisory Corp. II, as the general
partners of both MS Advisory Partners, L.P. and SF Advisory Partners, L.P. may
be deemed to share investment and voting control with respect to 842,700
shares. Mr. Scully as the controlling person of SF Advisory Corp., and as
sole general partner of a family limited partnership (Cranberry Lake Partners,
L.P.) and as owner of presently exercisable options may be deemed to share
investment and voting control of 842,700 shares and may be deemed to have sole
investment and voting control of 78,037 shares. Mr. Oberndorf, as the
controlling person of SF Advisory Corp II, may be deemed to share investment
and voting control of 842,700 shares and, in his capacity as sole general
partner of a family limited partnership (Oberndorf Family Partners) and as
controlling person of a family trust (William E. and Susan C. Oberndorf TRI)
and as holder of presently exercisable options may be deemed to have sole
investment and voting control of 433,815 Shares.
The Reporting Persons expressly declare that the filing of this
statement on Schedule 13G shall not be construed as an admission that they
are, for the purposes of Section 13(d) or 13(g) of the Securities and Exchange
Act of 1934, the beneficial owners of any securities covered by this
statement.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
This item is not applicable.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
No other persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares held
by the Reporting Persons.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
This item is not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
This item is not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
This item is not applicable.
ITEM 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not 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 of effect.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: March 22, 1999.
/s/ Phillip Gordon
---------------------------------
PHILLIP GORDON,
for the following named persons or
entities, as attorney-in-fact
MAIN STREET PARTNERS, L.P.*
MS ADVISORY PARTNERS, L.P.*
SAN FRANCISCO PARTNERS II, L.P. *
SF ADVISORY PARTNERS, L.P.*
SF ADVISORY CORP.*
SF ADVISORY CORP. II*
JOHN H. SCULLY*
WILLIAM E. OBERNDORF*
* A Power of Attorney authorizing Phillip Gordon to act on behalf of this
person or entity has previously been filed with the Securities and
Exchange Commission.
<PAGE>
EXHIBIT INDEX
EXHIBIT A - Agreement to the Filing of Joint Statements on Schedule 13G
Pursuant to Rules 13d-1(c) and 13d-1(f)
<PAGE>
EXHIBIT A
Agreement Relating to the Filing
of Joint Statements on Schedule 13G
Pursuant to Rules 13d-1(c) and 13d-1(f)
It is agreed among the undersigned that the Schedule 13G Statement to which
this document is Exhibit A is filed on behalf of each of the undersigned as
provided in Rules 13d-1(c) and 13d-1(f) of the General Rules and Regulations
of the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended.
Dated: March 22, 1999
/s/ Phillip Gordon
---------------------------------
PHILLIP GORDON,
for the following named persons or
entities, as attorney-in-fact
MAIN STREET PARTNERS, L.P.*
MS ADVISORY PARTNERS, L.P.*
SAN FRANCISCO PARTNERS II, L.P.*
SF ADVISORY PARTNERS, L.P.*
SF ADVISORY CORP.*
SF ADVISORY CORP. II*
JOHN H. SCULLY*
WILLIAM E. OBERNDORF*
* A Power of Attorney authorizing Phillip Gordon to act on behalf of this
person or entity has been previously filed with the Securities and
Exchange Commission.
