UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
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(Name of issuer)
COMMON STOCK, $0.001 PAR VALUE
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097189 10 4
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(Cusip Number)
BRUCE BEKOWITZ
100 JERICHO QUADRANGLE
SUITE 212
JERICHO, NEW YORK 11753
(212)319-4100
-with copies to-
JOSEPH F. MAZZELA, ESQ.
LANE, ALTMAN & OWENS L.L.P.
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02410
(617)345-9800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JULY 1, 1998
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(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 [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting 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
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 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>
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CUSIP No. 097189 10 4 SCHEDULE 13D/A-1 Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
JOEL M. GREEBLATT
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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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
USA
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7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 196,074
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
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10. SHARED DISPOSITIVE POWER
196,074
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
196,074
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
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14. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 097189 10 4 Page 3 of 5 Pages
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THIS AMENDMENT NO. 1 AMENDS AND SUPPLEMENTS THE STATEMENT CONTAINED IN ITEM 5 ON
SCHEDULE 13D ORIGINALLY FILED ON NOVEMBER 26, 1997.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) The beneficial ownership by Joel M. Greenblatt of Common Stock of
the Issuer as of the date hereof is as follows:
<TABLE>
<CAPTION>
NO. OF SHARES DEEMED NATURE OF OWNERSHIP PERCENTAGE OF CLASS
TO BE BENEFICIALLY OWNED: ------------------- -------------------
-------------------------
<S> <C> <C>
68,626* The record ownership and economic 1.5%
interest in such shares is held by
Alfred LLC. Mr. Greenblatt is the
managing member of Alfred LLC and,
therefore, may be deemed to have
indirect beneficial ownership of,
and shared voting and dispositive
power with respect to, such shares.
127,448** The record ownership and economic 2.8%
interest in such shares is held by
Gotham III. Mr. Greenblatt is the
sole general partner of Gotham III
and, therefore, may be deemed to
have indirect beneficial ownership
of, and shared voting and
dispositive power with respect to,
such shares.
</TABLE>
* As of the close of business on July 1, 1998, Alfred LLC
owns 1.5% of Common Stock of the Issuer as a result of
Alfred LLC exercising its right of conversion with respect
to its Preferred Shares.
** As of the close of business on July 1, 1998, Gotham III
owns 2.8% of Common Stock of the Issuer, as a result of
Gotham III exercising its right of conversion with respect
to its Preferred Shares.
<PAGE>
CUSIP No. 097189 10 4 Page 4 of 5 Pages
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The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting
Persons, have been computed in accordance with Rule 13D-3 under the
Securities Exchange Act of 1934, as amended. The percentages of
ownership described above are based on 2,210,494 shares of Common Stock
reported outstanding by the Issuer plus the new shares of Common Stock
issued by the Issuer as a result of the conversion on July 1, 1998 of
all Company Preferred Stock then issued and outstanding.
(c) There have been no transactions in the class of securities reported on
herein effected within the last sixty (60) days other than the
conversion of Preferred Stock reported herein.
(d) Not applicable.
(e) Not applicable.
<PAGE>
CUSIP No. 097189 10 4 Page 5 of 5 Pages
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
CLINCHER CAPITAL CORPORATION
By: /s/ JOEL M. GREENBLATT
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JOEL M. GREENBLATT
Dated as of: July 29, 1998
