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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. __)
MOTORCAR PARTS & ACCESSORIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class
of Securities)
620071-10-0
(CUSIP Number of Class
of Securities)
Dohn L. Kalmbach
Berman, Kalmbach & Co.
International Corporate Center
Suite B203
Rye, New York 10580-1430
Telephone Number (914) 967-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 8, 1996
(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 .
<PAGE>
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Merrill C. Berman, S.S. No. ###-##-####
4. Source of Funds
PF, OO (See Item 3)
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
117,000
8. Shared Voting Power
114,000
9. Sole Dispositive Power
117,000
10. Shared Dispositive Power
114,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
231,000
13. Percent of Class Represented by Amount in Row (11)
4.7
14. Type of Reporting Person
IN
<PAGE>
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Dohn L. Kalmbach, S.S. No. ###-##-####
4. Source of Funds
PF
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
43,000
8. Shared Voting Power
28,000
9. Sole Dispositive Power
43,000
10. Shared Dispositive Power
28,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
71,000
13. Percent of Class Represented by Amount in Row (11)
1.5
14. Type of Reporting Person
IN
<PAGE>
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Leland J. Kalmbach, S.S. No. ###-##-####
4. Source of Funds
PF
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
0
8. Shared Voting Power
18,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
18,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
18,000
13. Percent of Class Represented by Amount in Row (11)
0.4
14. Type of Reporting Person
IN<PAGE>
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SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this Schedule
relates is the common stock, par value $.01 (the "Common Stock"),
of Motorcar Parts & Accessories, Inc., a New York corporation
(the "Company"). The Company has its principal executive offices
at 2727 Maricopa Street, Torrance, CA 90503.
Item 2. Identity and Background.
(a) The names of the persons filing this Schedule
(each, a "Reporting Person," and collectively, the "Reporting
Persons") are as follows: Merrill C. Berman, Dohn L. Kalmbach
and Leland J. Kalmbach. This Schedule includes information with
respect to ownership of the Company's Common Stock by Valerie S.
Kalmbach, the wife of Dohn L. Kalmbach; by Scott L. Kalmbach, the
son of Dohn L. Kalmbach; by Peter H. Kalmbach, the son of Dohn L.
Kalmbach; and each of the persons listed in response to Item 5(a)
and not named above, each of whose accounts are managed by
Merrill C. Berman (each, a "Managed Account" and, collectively,
the "Managed Accounts").
Each of the Reporting Persons states that he is
included in this filing solely for the purpose of presenting
information with respect to shares of Common Stock purchased or
to be purchased by such person, and disclaims any knowledge,
except as hereinafter expressly set forth, as to any statements
made herein on behalf of any other Reporting Person. Each
Reporting Person is signing this statement only as to information
respecting or furnished by such person, and makes no
representation as to information furnished by any other Reporting
Person.
The Reporting Persons are making this filing in the
event that they may collectively be deemed to be a "group" within
the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934.
(b) Mr. Berman's and Mr. Dohn Kalmbach's business
address is Berman, Kalmbach & Co., International Corporate
Center, Suite B203, Rye, New York 10580-1430.
Leland J. Kalmbach's residence address is 415 East
Street, Chelsea, MI 48118.
(c) Mr. Berman and Dohn L. Kalmbach are the general
partners of BK & Co., which, as noted in response to Item 2(a),
is a New York limited partnership that invests in securities.
Leland J. Kalmbach is retired.
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(d) During the last five years none of the Reporting
Persons was convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years none of the Reporting
Persons was a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding he was or is subject to a 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.
(f) Each of the Reporting Persons is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the aggregate consideration paid for the
shares of Common Stock and options to purchase shares of Common
Stock reported herein were the personal funds of the Reporting
Persons or, to their knowledge, the persons for whose Managed
Accounts such shares of Common Stock were acquired. The shares
of Common Stock reported herein were purchased in a series of
transactions from market makers in the Common Stock or directly
from the underwriters in a public offering in November 1995, and
the options to purchase shares of Common Stock reported here were
acquired from a broker. The shares and options to purchase
shares of Common Stock reported herein represent the shares and
options held as of the date indicated in the response to Item
5(a) by the Reporting Persons or in the Managed Accounts, and
reflects the net effect of trading activity from time to time
over a period of years. The prices paid by the Reporting Persons
and the Managed Accounts for the shares of Common Stock acquired
by them were the respective market prices of the Common Stock at
the times of acquisition, and the prices paid for the options to
purchase shares of Common Stock were based on such market prices.
Item 4. Purpose of Transaction.
The Common Stock was acquired for investment purposes
only. Each Reporting Person intends to review his (and, in the
case of Merrill C. Berman, the Managed Accounts') holdings of
Common Stock on a regular basis and, as a result thereof may, at
any time or from time to time, dispose of all or a portion of the
shares of Common Stock owned by him or such Managed Account.
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Item 5. Interest in Securities of the Issuer.
(a) The number of shares of Common Stock beneficially
owned by each person identified in Item 2 hereof is:
<TABLE>
<CAPTION>
Number of Percentage
Name Shares of Class
<S> <C> <C>
Dohn L. Kalmbach 43,000 (1) .88
Leland J. Kalmbach 18,000 .37
Merrill C. Berman 117,000 (2) 2.40
Scott Kalmbach 5,000 .10
Peter Kalmbach 5,000 .10
Valerie S. Kalmbach 2,000 .04
Allan I. Sandler 14,000 .29
Ellen B. Sandler Trust 14,000 .29
William Rotholz and
Mrs. Rina Rotholz
JTWROS 13,000 .26
Richard Herman 4,000 .08
Lila Zimmerman 3,500 .07
Cynthia Brodsky 7,000 .14
Mary W. Ambrosio and
Joseph J. Ambrosio
JTWROS 12,000 .25
Dalia Berman 24,000 (3) .49
Ruth Pollen 1,000 .02
Maugirette Gottesman 9,000 .18
Andrew Bierig 2,000 .04
Peter Gottesman 3,000 .06
Eric P. Gottesman 3,000 .06
Melissa E. Gottesman 3,500 .07
Educational Opportunity
Fund 1,000 .02
Total 304,000 6.23
</TABLE>
______________________________
(1) Includes options to purchase 10,000 shares of Common Stock
from a broker exercisable on or before August 12, 1997 at a price
of $10.00 a share and options to purchase 27,000 shares of Common
Stock from a broker exercisable on or before August 12, 1997 at a
price of $10.00 a share.
(2) Includes options to purchase 90,000 shares of Common Stock
from a broker exercisable on or before January 20, 1997 at a
price of $11.125 a share and options to purchase 25,000 shares of
Common Stock from a broker exercisable on or before August 12,
1997 at a price of $10.00 a share.
(3) Includes 6,000 shares held in the account of Merrill Berman
and Mrs. Dalia Berman JTWROS.
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(b) Dohn L. Kalmbach and Merrill C. Berman have sole
power to vote and direct the disposition of the shares of Common
Stock or options owned by them. Dohn L. Kalmbach has shared
power to vote and direct the disposition of the shares of Common
Stock owned by Leland J. Kalmbach, Scott L. Kalmbach and Peter H.
Kalmbach. Merrill C. Berman has shared power to vote and direct
the disposition of the shares of Common Stock in the Managed
Accounts. Dohn L. Kalmbach hereby discloses having beneficial
ownership of, or shared or dispositive power with respect to, the
shares of Common Stock owned by Valerie S. Kalmbach.
(c) During the past 60 days the only transactions in
the Company's Common Stock effected by the persons identified in
response to Item 2 were: (i) those set forth below, each of
which was effected on the Nasdaq National Market with market
makers in the Common Stock; and (ii) the following purchases
which were effected through a broker: the purchase on August 12,
1996 by Merrill C. Berman of options to purchase 25,000 shares of
Common Stock at an exercise price of $10.00 per share, which
options were purchased for a price of $3.16 per share; the
purchase on August 12, 1996 by Dohn L. Kalmbach of options to
purchase 10,000 shares of Common Stock at an exercise price of
$10.00 per share, which options were purchased for a price of
$3.16 per share; and the purchase on August 12, 1996 by Dohn L.
Kalmbach of options to purchase 27,000 shares of Common Stock at
an exercise price of $10.00 per share, which options were
purchased for a price of $3.42 per share.
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<TABLE>
<CAPTION>
Nature of Number Price per
Name Date Transaction of Shares Share
<S> <C> <C> <C> <C>
Dalia Berman 6/5/96 Buy 1,000 17.125
Allan Sandler 6/10/96 Sell 1,000 16.875
Ellen B. Sandler
Trust 6/10/96 Sell 1,000 16.875
Dalia Berman 6/10/96 Buy 2,000 16.875
Dalia Berman 6/20/96 Buy 1,000 15.25
Dalia Berman 7/24/96 Buy 2,000 13.1875
Merrill C. Berman 7/26/96 Buy 1,000 12.9375
Merrill C. Berman 7/29/96 Sell 1,000 14.125
Dalia Berman 7/29/96 Sell 3,000 14.125
Dalia Berman 8/1/96 Sell 2,000 15.00
Dalia Berman 8/1/96 Buy 4,000 13.875
Cynthia Brodsky 8/1/96 Buy 2,000 13.875
Dalia Berman 8/7/96 Buy 1,000 12.75
Dalia Berman 8/8/96 Buy 5,000 12.30
Ellen B. Sandler
Trust 8/9/96 Buy 1,000 12.575
Allan Sandler 8/9/96 Buy 500 12.575
Cynthia Brodsky 8/9/96 Buy 1,000 12.575
William Rotholz
Mrs. Rina Rotholz
JTWROS 8/9/96 Buy 1,000 12.575
Melissa E. Gottesman 8/9/96 Buy 500 12.575
Ruth Pollen 8/9/96 Buy 500 12.575
Richard Herman 8/9/96 Buy 500 12.575
Dohn L. Kalmbach 8/12/96 Sell 20,000 11.375
Allan Sandler 8/12/96 Buy 500 11.375
Ruth Pollen 8/12/96 Buy 500 11.375
Andrew Bierig 8/12/96 Buy 1,000 11.375
Dalia Berman 8/13/96 Buy 1,000 10.875
Cynthia Brodsky 8/13/96 Buy 1,000 10.875
Dalia Berman 8/14/96 Buy 2,000 10.0625
Merrill C. Berman 8/15/96 Buy 2,000 10.125
Dalia Berman 8/15/96 Buy 2,000 10.50
</TABLE>
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Issuer.
None.
Item 7. Material to be filed as Exhibits.
None.
<PAGE>
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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.
August 15, 1996
/S/ DOHN L. KALMBACH
Dohn L. Kalmbach
/S/ DOHN L. KALMBACH
Dohn L. Kalmbach
as Attorney-in-Fact
for Leland J. Kalmbach
/S/ MERRILL C. BERMAN
Merrill C. Berman
