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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 4) (1)
FRM NEXUS, INC.
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
30262F106
(CUSIP Number)
Lawrence J. Goldstein
Santa Monica Partners, L.P.
1865 Palmer Avenue
Larchmont, New York 10538
(914) 833-0875
(Name Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
1/24/00
(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 that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ].
(continued on following pages)
(Page 1 of 5 Pages)
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(1) 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 and
Exchange Act of 1934 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. 30262F106 13D PAGE 2 OF 5 PAGES
(1) NAME OF REPORTING PERSON
SS or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Santa Monica Partners
13-3100474
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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) SOURCE OF FUNDS
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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(7) SOLE VOTING POWER
200,000
NUMBER OF --------------------------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 200,000
PERSON WITH --------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
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(14) TYPE OF REPORTING PERSON
PN
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Page 3 of 5 Pages
Item 1. Security and Issuer
Common stock, par value $0.10 per share, of FRM NEXUS, INC., which has
its principal offices at 271 North Avenue, New Rochelle, New York 10801
Item 2. Identity and Background
Santa Monica Partners, L.P. ("Santa Monica"). Santa Monica is organized
under the laws of New York, its principal business is investments and the
address of its principal place of business and principal office is 1865 Palmer
Avenue, Larchmont, New York 10538.
Santa Monica has not during the last five years been convicted in a
criminal proceeding and was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was or is
subject to judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities laws
or finding any violation with respect to such laws.
The following information is provided as to the sole General Partner of
Santa Monica:
(A) Lawrence J. Goldstein
(B) 1865 Palmer Avenue, Larchmont, N.Y. 10538
(C) General Partner, Santa Monica Partners, L.P., 1865 Palmer Avenue,
Larchmont, NY 10538
(D) During the past five years, such person has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(E) During the past five years, such person was not a party to a civil
proceeding or a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibition or mandating activities subject
to, Federal or State Securities laws or finding any violation with respect to
such laws.
(F) U.S. Citizenship.
Item 3. Source and Amount of Funds or Other Consideration.
Between August 18, 1998 and January 24, 2000 Santa
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Page 4 of 5 pages
Monica acquired 200,000 shares for an aggregate purchase price of $548,584.00.
The source of all funds for such purchases was working capital of Santa Monica.
Item 4. Purpose of Transaction.
The purpose of Santa Monica's acquisition is to hold the shares for
investment purposes.
Santa Monica may from time to time purchase additional shares.
Item 5. Interest in Securities of the Issuer.
(a) 200,000 shares, constituting 11.0% of the outstanding
common stock of the issuer.
(b) Items 7,8,9 and 10 of the second part of the cover page
are hereby incorporated by reference.
(c) On January 24, 2000, Santa Monica made the following
purchases in the open market.
<TABLE>
<CAPTION>
Number of Shares
Date of Transaction Purchased Price per Share
<S> <C> <C>
January 24, 2000 80,000 $1.25625
</TABLE>
Item 6. Contracts, Arrangements, Understandings of
Relationship with respect to Securities of the Issuer.
Neither Santa Monica nor Mr. Goldstein has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the issuer, including, but not limited to the transfer or voting
of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division of profits or loss
or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
None
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Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in the Statement is
true, correct and complete.
DATED: January 27, 2000
/s/ Lawrence J. Goldstein
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Lawrence J. Goldstein
General Partner
SANTA MONICA PARTNERS, L.P.
