Page 1 of 9
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 1)
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 .
Page 2 of 9
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
132,500
8. Shared Voting Power
136,500
9. Sole Dispositive Power
132,500
10. Shared Dispositive Power
136,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
269,000
13. Percent of Class Represented by Amount in Row (11)
5.5
14. Type of Reporting Person
Page 3 of 9
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
51,000
8. Shared Voting Power
40,000
9. Sole Dispositive Power
51,000
10. Shared Dispositive Power
40,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
91,000
13. Percent of Class Represented by Amount in Row (11)
1.9
14. Type of Reporting Person
Page 4 of 9
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
20,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
20,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,000
13. Percent of Class Represented by Amount in Row (11)
0.4
14. Type of Reporting Person
Page 5 of 9
Item 5. Interest in Securities of the Issuer.
The responses to Items 5(a) and 5(c) are hereby amended
by deleting the entire text thereof and substituting the
following:
(a) The number of shares of Common Stock beneficially
owned by each person identified in Item 2 hereof is:
[CAPTION]
<TABLE>
Number of Percentage
Name Shares of Class
<S> <C> <C>
Dohn L. Kalmbach 51,000 (1) 1.05
Leland J. Kalmbach 20,000 .41
Merrill C. Berman 132,500 (2) 2.72
Scott Kalmbach 10,000 .20
Peter Kalmbach 10,000 .20
Valerie S. Kalmbach 2,000 .04
Allan I. Sandler 15,000 .31
Ellen B. Sandler Trust 15,000 .31
William Rotholz and
Mrs. Rina Rotholz
JTWROS 15,000 .31
Richard Herman 4,000 .08
Lila Zimmerman 4,000 .08
Cynthia Brodsky 7,500 .15
Mary W. Ambrosio and
Joseph J. Ambrosio
JTWROS 14,000 .29
Dalia Berman 38,000 (3) .78
Ruth Pollen 1,000 .02
Mauricette Gottesman 9,000 .18
Andrew Bierig 3,000 .06
Peter Gottesman 3,000 .06
Eric P. Gottesman 3,000 .06
Melissa E. Gottesman 4,000 .08
Educational Opportunity
Fund 1,000 .02
Total 362,000 7.42
</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.
Page 6 of 9
(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.
Page 7 of 9
(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.
Page 8 of 9
[CAPTION]
<TABLE>
Nature of Number Price per
Name Date Transaction of Shares Share
<S> <C> <C> <C> <C>
Merrill C. Berman 8/22/96 Buy 1,000 11.750
Merrill C. Berman 8/22/96 Buy 1,000 11.625
Merrill C. Berman 8/23/96 Buy 1,000 11.750
Melissa E. Gottesman 8/26/96 Buy 500 12.500
Lila Zimmerman 8/26/96 Buy 500 12.500
Dalia Berman 8/26/96 Buy 1,000 12.625
Dalia Berman 8/26/96 Buy 1,000 12.500
William Rotholz
Mrs. Rina Rotholz
JTWROS 8/29/96 Buy 1,000 12.625
Mary W. Ambrosio
Joseph J. Ambrosio
JTWROS 8/29/96 Buy 1,000 12.625
Andrew Bierig 9/5/96 Buy 1,000 12.375
Merrill C. Berman 9/6/96 Buy 1,000 12.250
Cynthia Brodsky 9/6/96 Buy 500 12.375
William Rotholz
Mrs. Rina Rotholz
JTWROS 9/10/96 Buy 1,000 12.500
Scott Kalmbach 9/11/96 Buy 2,500 12.125
Peter Kalmbach 9/11/96 Buy 2,500 12.125
Scott Kalmbach 9/11/96 Buy 2,500 12.125
Peter Kalmbach 9/11/96 Buy 2,500 12.125
Leland J. Kalmbach 9/12/96 Buy 2,000 12.125
Dohn L. Kalmbach 9/12/96 Buy 8,000 12.125
Merrill C. Berman 9/13/96 Buy 3,000 12.000
Merrill C. Berman 9/13/96 Buy 1,000 12.125
Dalia Berman 9/13/96 Buy 500 12.000
Dalia Berman 9/13/96 Buy 4,000 12.125
Allan Sandler 9/13/96 Buy 1,000 12.125
Ellen B. Sandler
Trust 9/13/96 Buy 1,000 12.125
Mary W. Ambrosio
Joseph J. Ambrosio
JTWROS 9/13/96 Buy 1,000 12.125
Dalia Berman 9/20/96 Buy 7,500 11.875
Merrill C. Berman 9/20/96 Buy 7,500 11.875
</TABLE>
Page 9 of 9
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.
September __, 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
