UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------------------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
PREMIER FARNELL PLC
(Name of Issuer)
American Depositary Receipts,
Evidencing American Depositary Shares,
Each Representing Two Ordinary Shares of 5 Pence Each
(Title of Class of Securities)
740-50U-206
(CUSIP Number)
John A. Marzulli, Jr.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 848-4000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
June 13, 2000
(Date of Event which Requires 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 |_|
(Page 1 of 12 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jack N. Mandel
-------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
X (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
----------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization United States
-----------------
Number of (7) Sole Voting Power 70,243
Shares --------
Beneficially (8) Shared Voting Power 41,448,407
Owned by ------------
Each (9) Sole Dispositive Power 70,243
Reporting --------
Person (10) Shared Dispositive Power 41,448,407
With ------------
----
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 41,518,650
-----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
X
-----------
(13) Percent of Class Represented by Amount in Row (11)
14.3%
-----------
(14) Type of Reporting Person (See Instructions) IN
-----
(Page 2 of 12 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph C. Mandel
------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
X (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization United States
------------------
Number of (7) Sole Voting Power 130,953
Shares ---------
Beneficially (8) Shared Voting Power 42,192,505
Owned by ------------
Each (9) Sole Dispositive Power 130,953
Reporting ---------
Person (10) Shared Dispositive Power 43,358,148
With ------------
----
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 43,489,101
-----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
X
-----
(13) Percent of Class Represented by Amount in Row (11)
15.0%
--------
(14) Type of Reporting Person (See Instructions) IN
----
(Page 3 of Pages 12)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Morton L. Mandel
---------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
X (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization United States
----------------
Number of (7) Sole Voting Power 61,322
Shares --------
Beneficially (8) Shared Voting Power 41,996,042
Owned by ------------
Each (9) Sole Dispositive Power 61,322
Reporting --------
Person (10) Shared Dispositive Power 43,526,907
With ------------
----
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 43,588,229
----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
X
------------
(13) Percent of Class Represented by Amount in Row (11)
14.9%
---------
(14) Type of Reporting Person (See Instructions) IN
-----
(Page 4 of 12 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jack N. Mandel Revocable Trust
---------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
X (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Ohio
---------
Number of (7) Sole Voting Power 0
Shares ---
Beneficially (8) Shared Voting Power 11,385,347
Owned by -----------
Each (9) Sole Dispositive Power 0
Reporting ---
Person (10) Shared Dispositive Power 11,385,347
With ------------
----
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 11,385,347
-----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11)
4.1%
-------
(14) Type of Reporting Person (See Instructions) OO
------
(Page 5 of 12 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph C. Mandel Revocable Trust
--------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
X (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Ohio
-------
Number of (7) Sole Voting Power 0
Shares ---
Beneficially (8) Shared Voting Power 7,956,021
Owned by ----------
Each (9) Sole Dispositive Power 0
Reporting ---
Person (10) Shared Dispositive Power 7,956,021
With -----------
----
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,956,021
-----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11)
2.9%
-------
(14) Type of Reporting Person (See Instructions) OO
------
(Page 6 of 12 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Morton L. Mandel Revocable Trust
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
X (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Ohio
--------
Number of (7) Sole Voting Power 0
Shares ---
Beneficially (8) Shared Voting Power 12,999,499
Owned by ------------
Each (9) Sole Dispositive Power 0
Reporting ---
Person (10) Shared Dispositive Power 12,999,499
With ------------
----
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 12,999,499
----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11)
4.7%
---------
(14) Type of Reporting Person (See Instructions) 00
------
(Page 7 of 12 Pages)
<PAGE>
CUSIP NO. 740-50U-206 SCHEDULE 13D
This Amendment No. 4 amends the Statement on Schedule 13D (the
"Schedule 13D") filed with the Securities and Exchange Commission on January 9,
1998, and subsequently amended on January 28, 1998, December 6, 1999, and June
7, 2000, by Jack N. Mandel, Joseph C. Mandel, Morton L. Mandel, the Jack N.
Mandel Revocable Trust, the Joseph C. Mandel Revocable Trust and the Morton L.
Mandel Revocable Trust. This Amendment No. 4 to Schedule 13D relates to the
American Depositary Receipts (the "Ordinary Share ADRs") evidencing American
Depositary Shares, each representing two Ordinary Shares of 5 pence each (the
"Shares") of Premier Farnell plc, a U.K. corporation (the "Company"). The
Company's principal executive offices are located at Farnell House, Sandbeck
Way, Wetherby, West Yorkshire, LS 22 7DH, U.K. The following amendments to Item
Five of the Schedule 13D are hereby made. Unless otherwise defined herein, all
capitalized terms shall have the meanings ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item Five of the Schedule 13D is hereby amended and restated in its
entirety as follows:
The Share information listed in this Item Five relates to the Shares
discussed in Item One and includes that number of Shares that each Reporting
Person has the right to acquire upon conversion by such Reporting Person of all
Convertible Preference Shares at the conversion rate applicable on the date
hereof, such number of Shares being indicated in parentheses.
1. Jack N. Mandel may be deemed the beneficial owner of 41,518,650
(18,648,810) Shares, representing approximately 14.3% of the Shares issued and
outstanding at June 13, 2000, with respect to 70,243 (31,731) Shares of which
Mr. Mandel has sole voting and dispositive power and 41,448,407 (18,617,079)
Shares of which Mr. Mandel has shared voting and dispositive power. The Shares
as to which Mr. Mandel has shared voting and dispositive power are as follows:
11,385,347 (3,080,553) Shares held in the Jack Revocable Trust in which Mr.
Mandel retains a reversionary interest; 2,982,487 (2,982,487) Shares held as
co-trustee and President of The Jack N. and Lilyan Mandel Foundation; 108,986
(108,986) Shares held as co-trustee with Morton L. Mandel of trusts established
by Joseph C. Mandel for the benefit of his grandchildren; 2,523 (2,523) Shares
held as co-trustee with Joseph C. Mandel of trusts established by Morton L.
Mandel for the benefit of his grandchildren; 2,971,821 (2,971,821) Shares held
as co-trustee of trusts established by Mr. Joseph C. Mandel for the benefit of
his children and their families, 7,956,021 (2,091,563) Shares held as co-trustee
of the Joseph Revocable Trust; 12,999,499 (4,337,423) Shares held as co-trustee
of the Morton Revocable Trust; 1,305,688 (1,305,688) Shares held as co-trustee
of The Joseph C. and Lilyan Family Foundation; and 1,736,036 (1,736,036) Shares
held as co-trustee of The Morton L. and Barbara Mandel Family Foundation.
(Page 8 of 12 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
Jack N. Mandel may be deemed to beneficially own Shares held by the
Mandel Supporting Foundations, three charitable entities of which each of
Messrs. Jack N. Mandel, Joseph C. Mandel and Morton L. Mandel is a co-trustee
(individually, an "MSF" and collectively, the "MSFs"). Jack N. Mandel may be
deemed to beneficially own 5,767,329 (5,767,329) Shares held by the MSF - Jack
N. and Lilyan Mandel Fund; 4,486,615 (4,486,615) Shares held by the MSF - Joseph
C. and Florence Mandel Fund; and 4,629,149 (4,629,149) Shares held by the MSF -
Morton L. and Barbara Mandel Fund. Pursuant to Rule 13d-4, Jack N. Mandel
disclaims beneficial ownership of all such Shares held by the MSFs and the
filing of this statement shall not be construed as an admission that Jack N.
Mandel is the beneficial owner of the Shares held by the MSFs.
The right to dividends on Shares, if any, in each case rests with the
beneficiaries of the trust, Foundation or MSF that owns such Shares.
2. Joseph C. Mandel may be deemed the beneficial owner of 43,489,101
(17,148,209) Shares, representing approximately 15.0% of the Shares issued and
outstanding at June 13, 2000, with respect to 130,953 (59,327) Shares of which
Mr. Mandel has sole voting and dispositive power; 42,192,505 (15,986,409) Shares
of which Mr. Mandel has shared voting power; and 43,358,148 (17,088,882) Shares
of which Mr. Mandel has shared dispositive power. The Shares as to which Mr.
Mandel has shared voting and/or dispositive power are as follows: 7,956,021
(2,091,563) Shares held in the Joseph Revocable Trust in which Mr. Mandel
retains a reversionary interest; 1,165,643 (1,102,473) Shares held in trusts for
members of his family of which he is trustee or trust advisor and has shared
dispositive power, but does not have voting power; 1,305,688 (1,305,688) Shares
held as co-trustee and President of The Joseph and Florence Mandel Family
Foundation; 3,374,768 (0) Shares held as trustee of the Florence Mandel
Revocable Trust; 2,524 (2,524) Shares held as co-trustee with Jack N. Mandel of
a trust established by Morton L. Mandel for the benefit of his grandchildren;
11,385,347 (3,080,553) Shares held as co-trustee of the Jack Revocable Trust;
12,999,499 (4,337,423) Shares held as co-trustee of the Morton Revocable Trust;
2,982,487 (2,982,487) Shares held as co-trustee of the Jack N. and Lilyan Mandel
Foundation; 450,136 (450,136) Shares held as co-trustee of the Jack N. and
Lilyan Mandel Foundation -- Lilyan Mandel Fund; and 1,736,036 (1,736,036) Shares
held as co-trustee of the Morton L. and Barbara Mandel Family Foundation.
Joseph C. Mandel may be deemed to beneficially own Shares held by the
MSFs. Joseph C. Mandel may be deemed to beneficially own 4,486,615 (4,486,615)
Shares held by the MSF - Joseph C. and Florence Mandel Fund; 5,767,329
(5,767,329) Shares held by the MSF - Jack N. and Lilyan Mandel Fund; and
4,629,149 (4,629,149) Shares held by the MSF - Morton L. and Barbara Mandel
Fund. Pursuant to Rule 13d-4, Joseph C. Mandel disclaims beneficial ownership of
all such Shares held by the MSFs and the filing of this statement shall not be
construed as an admission that Joseph C. Mandel is the beneficial owner of the
Shares held by the MSFs.
The right to dividends on Shares, if any, in each case rests with the
beneficiaries of the trust, Foundation or MSF that owns such Shares.
(Page 9 of 12 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
3. Morton L. Mandel may be deemed the beneficial owner of 43,588,229
(20,668,697) Shares, representing approximately 14.9% of the Shares issued and
outstanding at June 13, 2000, with respect to 61,322 (27,676) Shares of which
Mr. Mandel has sole voting and dispositive power; 41,966,042 (19,110,156) Shares
of which Mr. Mandel has shared voting power; and 43,526,907 (20,641,020) Shares
of which Mr. Mandel has shared dispositive power. The Shares as to which Mr.
Mandel has shared voting and/or dispositive power are as follows: 12,999,499
(4,337,423) Shares held in the Morton Revocable Trust in which Mr. Mandel
retains a reversionary interest; 1,736,036 (1,736,036) Shares held as co-trustee
and President of the Morton and Barbara Mandel Family Foundation; 100,023
(45,465) Shares held as trustee of the Barbara Mandel Revocable Trust; 1,530,864
(1,530,864) Shares held in irrevocable trusts for certain members of his family
of which his wife is trustee or trust advisor and has shared dispositive power,
but does not have voting power; 108,986 (108,986) Shares held as co-trustee with
Jack N. Mandel of trusts established by Joseph C. Mandel for the benefit of his
grandchildren; 2,971,821 (2,971,821) Shares held as co-trustee of trusts
established by Mr. Joseph C. Mandel for the benefit of his children and their
families; 11,385,347 (3,080,553) Shares held as co-trustee of the Jack Revocable
Trust; 7,956,021 (2,091,563) Shares held as co-trustee of the Joseph Revocable
Trust; 2,982,487 (2,982,487) Shares held as co-trustee of the Jack N. and Lilyan
Mandel Foundation; 450,136 (450,136) Shares held as co-trustee of the Jack N.
and Lilyan Mandel Foundation -- Lilyan Mandel Fund; and 1,305,688 (1,305,688)
Shares held as co-trustee of the Joseph C. and Florence Mandel Family
Foundation.
Morton L. Mandel may be deemed to beneficially own Shares held by the
MSFs. Morton L. Mandel may be deemed to beneficially own 4,629,149 (4,629,149)
Shares held by the MSF - Morton L. and Barbara Mandel Fund; 5,767,329
(5,767,329) Shares held by the MSF - Jack N. and Lilyan Mandel Fund; and
4,486,615 (4,486,615) Shares held by the MSF - Joseph C. and Florence Mandel
Fund. Pursuant to Rule 13d-4, Morton L. Mandel disclaims beneficial ownership of
all such Shares held by the MSFs and the filing of this statement shall not be
construed as an admission that Morton L. Mandel is the beneficial owner of the
Shares held by the MSFs.
The right to dividends on Shares, if any, in each case rests with the
beneficiaries of the trust, Foundation or MSF that owns such Shares.
4. The Jack Revocable Trust may be deemed the beneficial owner of
11,385,347 (3,080,553) Shares, representing approximately 4.1% of the Shares
issued and outstanding as of June 13, 2000, with respect to none of which Shares
the Jack Revocable Trust has sole voting and dispositive power and with respect
to all of which the Jack Revocable Trust has shared voting and dispositive power
with Joseph C. Mandel and Morton L. Mandel, the co-trustees of the Jack
Revocable Trust and with Jack N. Mandel who retains a reversionary interest in
the trust.
5. The Joseph Revocable Trust may be deemed the beneficial owner of
7,956,021 (2,091,563) Shares, representing approximately 2.9% of the Shares
issued and
(Page 10 of 12 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
outstanding as of June 13, 2000, with respect to none of which Shares the Joseph
Revocable Trust has sole voting and dispositive power and with respect to all of
which the Joseph Revocable Trust has shared voting and dispositive power with
Jack N. Mandel and Morton L. Mandel, the co-trustees of the Joseph Revocable
Trust and with Joseph N. Mandel who retains a reversionary interest in the
trust.
6. The Morton Revocable Trust may be deemed the beneficial owner of
12,999,499 (4,337,423) Shares, representing approximately 4.7% of the Shares
issued and outstanding as of June 13, 2000, with respect to none of which Shares
the Morton Revocable Trust has sole voting and dispositive power and with
respect to all of which the Morton Revocable Trust has shared voting and
dispositive power with Joseph C. Mandel and Jack N. Mandel, the co-trustees of
the Morton Revocable Trust and with Morton L. Mandel who retains a reversionary
interest in the trust.
The Reporting Persons may be deemed, in the aggregate, to be the
beneficial owners of 63,215,452 (36,747,844) Shares, representing approximately
20.5% of the Shares issued and outstanding at June 13, 2000, after eliminating
any duplicative ownership reflected in the foregoing response to this Item 5.
The filing of this statement shall not be construed as an admission that the
Reporting Persons as a group beneficially own the shares beneficially owned by
each of the Reporting Persons individually.
On June 13, 2000, Cazenove & Co., a U.K. partnership ("Cazenove"),
purchased a total of 17,850,000 Shares pursuant to the terms of the Purchase
Agreement described in, and filed as Exhibit (l) to, Amendment No. 3 to the
Schedule 13D (the "Purchase Agreement"). 1,075,760 Shares were sold by the Jack
Revocable Trust; 1,128,232 Shares were sold by the Morton Revocable Trust;
1,200,510 Shares were sold by the Joseph Revocable Trust; 2,083,258 Shares were
sold by the Morton and Barbara Mandel Family Foundation; 1,566,836 Shares were
sold by the Joseph and Florence Mandel Family Foundation; 4,119,172 Shares were
sold by the Jack N. and Lilyan Mandel Foundation; 130,790 Shares were sold by
the trusts established by Joseph C. Mandel for the benefit of his grandchildren;
3,026 Shares were sold by the trusts established by Morton L. Mandel for the
benefit of his grandchildren; 1,259,808 Shares were sold by the trusts for
family members of Joseph C. Mandel; 1,837,050 Shares were sold by the
irrevocable trusts for certain family members of Morton L. Mandel; 1,236,966
Shares were sold by the MSF - Jack N. and Lilyan Mandel Fund; 1,020,330 Shares
were sold by the MSF - Joseph C. and Florence Mandel Fund; and 969,640 Shares
were sold by the MSF - Morton L. and Barbara Mandel Fund. Share amounts listed
throughout this Schedule 13D reflect these June 13, 2000 sales. The remaining
218,622 Shares were sold by several related trusts and foundations not required
to file a Schedule 13D with respect to the Shares. None of the Reporting persons
have effected any other transactions in Shares during the preceding 60 days.
(Page 11 of 12 Pages)
<PAGE>
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.
Dated: June 13, 2000 /s/ Jack N. Mandel
-----------------------------------
JACK N. MANDEL
/s/ Joseph C. Mandel
-----------------------------------
JOSEPH C. MANDEL
/s/ Morton L. Mandel
-----------------------------------
MORTON L. MANDEL
JACK N. MANDEL REVOCABLE TRUST
By: /s/ Joseph C. Mandel
------------------------------
Joseph C. Mandel, Trustee
By: /s/ Morton L. Mandel
------------------------------
Morton L. Mandel, Trustee
JOSEPH C. MANDEL REVOCABLE TRUST
By: /s/ Jack N. Mandel
------------------------------
Jack N. Mandel, Trustee
By: /s/ Morton L. Mandel
------------------------------
Morton L. Mandel, Trustee
MORTON L. MANDEL REVOCABLE TRUST
By: /s/ Jack N. Mandel
------------------------------
Jack N. Mandel, Trustee
By: /s/ Joseph C. Mandel
------------------------------
Joseph C. Mandel, Trustee
