SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
Bell Industries, Inc.
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
078 107 109
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
December 28, 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
/ /.
Note. six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(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 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).
<PAGE>
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CUSIP No. 078 107 109 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 961,010
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
961,010
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
961,010
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 078 107 109 13D Page 3 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 961,010
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
- 0 -
9 SOLE DISPOSITIVE POWER
961,010
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
961,010
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
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CUSIP No. 078 107 109 13D Page 4 of 5 Pages
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The following constitutes the Amendment No 2 to the Schedule 13D filed
by the undersigned (the "Amendment No. 2"). This Amendment No. 2 amends the
Schedule 13D as specifically set forth.
Item 3 is hereby amended to read as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 961,010 shares of Common
Stock owned by Steel Partners II is $10,181,720. The shares of Common Stock
owned by Steel Partners II were acquired with partnership funds.
Items 5 (a) and 5 (b) are hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of shares of Common Stock
reported owned by each person named herein is based upon 9,488,306 shares
outstanding, which is the total number of shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1998.
As of the close of business on December 31, 1998, Steel
Partners II beneficially owns 961,010 shares of Common Stock, constituting
approximately 10.1% of the shares of Common Stock outstanding. Mr. Lichtenstein
beneficially owns 961,010 shares of Common Stock, representing approximately
10.1% of the shares of Common Stock outstanding. Mr. Lichtenstein has sole
voting and dispositive power with respect to the 961,010 shares of Common Stock
owned by Steel Partners II by virtue of his authority to vote and dispose of
such shares. All of such shares of Common Stock were acquired in open-market
transactions.
(a) The following transactions were made by the Reporting
Persons in the Issuer's Common Stock since the filing of Amendment No. 1 to the
Schedule 13D.
Steel Partners II, L.P.
Shares of Common
Stock Purchased Price Per Share Date of Purchase
--------------- --------------- ----------------
239,900 11.07001 12/28/98
48,200 11.08300 12/31/98
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CUSIP No. 078 107 109 13D Page 5 of 5 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 5, 1999 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By:/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
/s/ Warren G. Lichtenstein
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WARREN G. LICHTENSTEIN
