UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
KELLSTROM INDUSTRIES, INC.
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(Name of Issuer)
Common Stock, $5.00 Par Value
-----------------------------
(Title of Class of Securities)
465140-10-1
-----------
(CUSIP Number)
Jeffrey E. Schwarz
Metropolitan Capital Advisors, Inc.
660 Madison Avenue, 20th Floor
New York, NY 10021
(212) 486-8100
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 15, 1997
----------------
(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. (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.) [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) for other parties to whom copies are to be
sent.
*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).
SCHEDULE 13D
CUSIP NO. 465140-10-1 PAGE 2 OF 21 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bedford Falls Investors, L.P.
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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* WC, 00
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Delaware
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Number of 7 Sole Voting Power 353,840
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 0
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 353,840
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 353,840
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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) 9.3%
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14 Type of Reporting Person* PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 465140-10-1 PAGE 3 OF 21 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Metropolitan Capital Advisors, L.P.
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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* None
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Delaware
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Number of 7 Sole Voting Power 4,375
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 353,840
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 4,375
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 353,840
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 358,215
*Includes 353,840 as General Partner of Bedford Falls Investors, L.P.
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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) 9.4%
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14 Type of Reporting Person* PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 465140-10-1 PAGE 4 OF 21 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Metropolitan Capital Advisors, Inc.
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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* None
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5 Check Box if Disclosure of Legal Proceeding 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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Number of 7 Sole Voting Power 0
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 358,215
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 358,215
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 358,215
*As General Partner of Metropolitan Capital Advisors, L.P.
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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) 9.4%
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14 Type of Reporting Person* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 465140-10-1 PAGE 5 OF 21 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Metropolitan Capital Partners II, L.P.
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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* 00
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5 Check Box if Disclosure of Legal Proceeding 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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Number of 7 Sole Voting Power 38,018
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 0
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 38,018
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 38,018
*As Investment Advisor to Managed Accounts
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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) 1%
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14 Type of Reporting Person* PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 465140-10-1 PAGE 6 OF 21 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
KJ Advisors, Inc.
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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* None
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5 Check Box if Disclosure of Legal Proceeding 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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Number of 7 Sole Voting Power 0
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 38,018
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 38,018
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 38,018
*As General Partner of Metropolitan Capital Partners II, L.P.
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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) 1%
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14 Type of Reporting Person* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 465140-10-1 PAGE 7 OF 21 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jeffrey Schwarz
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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* None
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization U.S.A.
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Number of 7 Sole Voting Power 0
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 435,858
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 435,858
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 435,858
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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) 11.40%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 465140-10-1 PAGE 8 OF 21 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Karen Finerman
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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* None
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization U.S.A.
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Number of 7 Sole Voting Power 0
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 435,858
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 435,858
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 435,858
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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) 11.40%
- --------------------------------------------------------------------------------
14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP NO. 465140-10-1 PAGE 9 OF 21 PAGES
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THIS AMENDMENT NO. 2 AMENDS AND RESTATES IN ITS ENTIRETY THE SCHEDULE 13D
ORIGINALLY FILED WITH THE COMMISSION ON JULY 3, 1995, AS AMENDED JANUARY 10,
1996, JOINTLY ON BEHALF OF BEDFORD FALLS INVESTORS, L.P. AND CERTAIN OTHER
REPORTING PERSONS.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock $5.00 par value
Issuer: Kellstrom Industries, Inc.
(f/k/a Israel Tech Acquisition Corp.)
14000 NW 4th Street
Sunrise, Florida 33325
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed jointly by the following reporting
persons (hereinafter sometimes collectively referred to as the "Reporting
Persons" pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:
(i) Bedford Falls Investors, L.P., a Delaware limited partnership;
(ii) Metropolitan Capital Advisors, L.P., a Delaware limited
partnership, which is the sole General Partner of Bedford
Falls Investors, L.P.;
(iii) Metropolitan Capital Advisors, Inc., a New York corporation,
which is the sole General Partner of Metropolitan Capital
Advisors, L.P.
(iv) Metropolitan Capital Partners II, L.P., a New York limited
partnership;
(v) KJ Advisors, Inc., a New York corporation, which is the sole
General Partner of Metropolitan Capital Partners II, L.P.;
(vi) Jeffrey Schwarz, an individual who is a Director, Chief
Executive Officer, Treasurer, Secretary and stockholder of
both Metropolitan Capital Advisors, Inc. and KJ Advisors,
Inc.; and
(vii) Karen Finerman, an individual who is a Director and the
President of Metropolitan Capital Advisors, Inc. and a
Director, stockholder and President of KJ Advisors, Inc.
(b), (c) and (f) Each of the Reporting Persons has a business address
of 660 Madison Avenue, 20th Floor, New York, New York 10021.
Each of Bedford Falls Investors, L.P. and Metropolitan Capital
Advisors, L.P. is a privately owned investment partnership which is in the
business of purchasing, for investment and trading purposes, securities and
other financial instruments and, in the case of Metropolitan Capital Advisors,
L.P., to act as General Partner of Bedford Falls Investors, L.P.
Metropolitan Capital Advisors, Inc. is a privately owned New York
corporation, the principal business of which is to act as General Partner of
Metropolitan Capital Advisors, L.P.
CUSIP NO. 465140-10-1 PAGE 10 OF 21 PAGES
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Metropolitan Capital Partners II, L.P. is a privately owned partnership
which provides administrative services to Bedford Falls Investors, L.P., and
which also renders investment management and advisory services to institutional
and other private investors regarding investment and trading in securities and
other financial instruments. All of the securities of the Issuer reported herein
as beneficially owned by Metropolitan Capital Partners II, L.P. are held in
managed brokerage accounts over which KJ Advisors, Inc., as General Partner of
Metropolitan Capital Partners II, L.P. has discretionary trading authority (the
"Managed Accounts").
KJ Advisors, Inc. is a privately owned New York corporation, the
principal business of which is to act as General Partner of Metropolitan Capital
Partners II, L.P.
Jeffrey Schwarz and Karen Finerman are each United States citizens
residing in the State of New York, whose principal occupations are as directors
and executive officers of Metropolitan Capital Advisors, Inc. and KJ Advisors,
Inc.
(d) No events have occurred which would be required to be reported
under the provisions of this Item.
(e) No events have occurred which would be required to be reported
under the provisions of this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The sources of the funds used by Bedford Falls Investors, L.P. to
purchase the securities of the Issuer were working capital and margin borrowing
through brokerage accounts maintained at Bear Stearns & Company. The approximate
aggregate amount of funds used by Bedford Falls Investors, L.P. to purchase the
securities reported as acquired herein was $1,840,145 (including broker
commissions and clearing fees). The portion of such funds provided by margin
borrowing is not readily determinable and varies from time to time as a result
of varying margin account availability and other unrelated, ongoing transactions
in such accounts. Working capital was provided by capital contributions of
partners and internally generated funds. All such securities were acquired by
open market purchase. Warrants to purchase Common Stock were purchased either
directly from the Issuer or in open market transactions.
The sources of funds used to purchase the securities of the Issuer on
behalf of the Managed Accounts were equity capital in the Managed Accounts and
margin borrowing through brokerage accounts maintained at Bear Stearns &
Company. The approximate aggregate amount of funds used to purchase the
securities for the Managed Accounts was $186,093 (including broker commissions
and clearing fees). The portion of such funds provided by margin borrowing is
not readily determinable and varies from time to time as a result of varying
margin account availability and other unrelated, ongoing transactions in the
Managed Account. All were acquired by open market purchase. Warrants to purchase
Common Stock were purchased either directly from the Issuer in open market
transactions.
ITEM 4. PURPOSE OF THE TRANSACTION
For each of the Reporting Persons the purpose of the acquisition of
securities of the Issuer is investment. The Reporting Persons expect to
continually review their investment in the Issuer and to explore alternatives
and modifications to such investment. Such reviews and discussions may result in
the Reporting Persons reducing, adding to or modifying their investment in, or
dealings with, the Company. Certain of the Reporting Persons have engaged in
discussions with the Issuer with regard to investment in the Issuer (which
discussions led to the transaction described in Item 6 hereto), and may engage
in discussions with the Issuer in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The beneficial ownership of each of the Reporting Persons of Common
Stock of the Issuer as of the date hereof is as follows:
CUSIP NO. 465140-10-1 PAGE 11 OF 21 PAGES
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(i) Bedford Falls Investors, L.P. is the beneficial owner of
353,840 shares of Common Stock, 50,625 of which may be
acquired upon exercise of currently exercisable Warrants and
303,215 of which have been acquired directly in open market
transactions. The total number of shares of Common Stock
beneficially owned by Bedford Falls Investors, L.P. represents
9.30% of the shares of Common Stock which would be outstanding
following the exercise of the Warrants owned by it.
(ii) Metropolitan Capital Advisors, L.P. is the beneficial owner of
shares of Common Stock of the Issuer as General Partner of
Bedford Falls Investors, L.P. In addition, Metropolitan
Capital Advisors, L.P. has purchased 4,375 currently
exercisable Warrants from the Issuer for its own account. By
reason of its interest as General Partner of Bedford Falls
Investors, L.P., Metropolitan Capital Advisors, L.P. may be
deemed to be the beneficial owner of 358,215 shares (9.4%) of
Common Stock of the Issuer beneficially owned by such
partnership.
(iii) Metropolitan Capital Advisors, Inc. is the owner of shares of
Common Stock of the Issuer as General Partner of Metropolitan
Capital Advisors, L.P.. By reason of its interest as General
Partner of Metropolitan Capital Advisors, L.P. Metropolitan
Capital Advisors, Inc. may be deemed to have shared voting and
dispositive power over the 358,215 shares (9.4%) of Common
Stock of the Issuer owned directly by Metropolitan Capital
Advisors, L.P. and indirectly by virtue of such partnership's
position as General Partner of Bedford Falls Investors, L.P.
(iv) Metropolitan Capital Partners II, L.P. has purchased no
securities of the Issuer solely for its own account; however,
Metropolitan Capital Partners II, L.P. does have voting and/or
dispositive power with respect to all shares of Common stock
of the Issuer in the Managed Accounts pursuant to the terms of
certain investment advisory agreements between it and each of
the Managed Accounts. Thus, by virtue of its discretionary
trading authority over assets held in the Managed Accounts,
Metropolitan Capital Partners II, L.P. may be deemed the
beneficial owner of the 38,018 shares of Common Stock of the
Issuer (1%) held by the Managed Accounts of which 4,375 shares
may be acquired upon the exercise of currently exercisable
Warrants.
(v) KJ Advisors, Inc. is the owner of shares of Common Stock of
the Issuer solely by reason of its position as General Partner
of Metropolitan Capital Partners II, L.P. Accordingly, KJ
Advisors, Inc. may be deemed the indirect beneficial owner of
an aggregate 38,018 shares representing 1% of the Common Stock
of the Issuer which would be outstanding following the
exercise of the Warrants beneficially owned by Metropolitan
Capital Partners II, L.P. by virtue of its relationship with
the Managed Accounts.
(vi) Jeffrey Schwarz may be deemed the beneficial owner of 396,233
shares of the Common Stock of the Issuer as a result of his
being a director, executive officer and stockholder of each of
Metropolitan Capital Advisors, Inc. and KJ Advisors, Inc. Mr.
Schwarz may also be deemed the beneficial owner of an
additional 39,625 shares of Common Stock by virtue of his
position as a director, executive officer and stockholder of a
corporation which, through an affiliate, may be deemed to have
beneficial ownership over securities held by a foreign
investment entity. Accordingly, Mr. Schwarz may be deemed to
be the beneficial owner of a total of 435,858 shares (11.4%)
of Common Stock of the Issuer, 70,000 of which may be acquired
upon exercise of currently exercisable Warrants. Jeffrey
Schwarz does not beneficially own any securities of the Issuer
for his own account.
CUSIP NO. 465140-10-1 PAGE 12 OF 21 PAGES
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(vii) Karen Finerman may be deemed the beneficial owner of 435,858
shares (11.4%) of the Common Stock of the Issuer as a result
of her being a director, executive officer and/or stockholder
of each of the entities described herein which directly or
indirectly serve as general partners, or investment advisors
to the owners of the Issuer's securities. Karen Finerman does
not beneficially own any securities of the Issuer other than
through such positions.
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
3,753,396 outstanding shares of Common Stock of the Issuer as of January 15,
1997.
(b) Bedford Falls Investors, L.P. ("Bedford") has the sole power to
vote or to dispose of, or to direct the voting or to direct the disposition of,
the Common Stock of the Issuer beneficially owned by it. Such voting and
dispositive power may be exercised on behalf of Bedford Falls Investors, L.P. by
its General Partner, Metropolitan Capital Advisors, L.P, which acts through its
corporate general partner, Metropolitan Capital Advisors, Inc. Jeffrey Schwarz
and Karen Finerman are the sole directors, officers and, with respect to Mr.
Schwarz, controlling stockholder of Metropolitan Capital Advisors, Inc.
Accordingly, Jeffrey Schwarz and Karen Finerman may be deemed to each have
shared voting and dispositive power over all of the shares of the Common Stock
of the Issuer beneficially owned by Bedford.
Metropolitan Capital Partners II, L.P. ("Metropolitan Capital II") has
the power to vote or to dispose of the Common Stock of the Issuer beneficially
owned by the Managed Accounts. Such voting and dispositive power may be
exercised on behalf of Metropolitan Capital II by its General Partner, KJ
Advisors, Inc., which acts through its stockholders, directors and officers.
Jeffrey Schwarz and Karen Finerman are the sole stockholders, directors and
officers of KJ Advisors, Inc. Accordingly, Jeffrey Schwarz and Karen Finerman
each may be deemed to have shared voting and dispositive power over the 38,108
shares of the Common Stock of the Issuer beneficially owned by the Managed
Accounts.
Jeffrey Schwarz and Karen Finerman each may be deemed to have shared
voting and dispositive power over the 39,625 shares of the Common Stock of the
Issuer beneficially owned by the foreign investment entity described in (a)(vi)
above.
As set forth in subsection (a) above, all other Reporting Persons have
shared voting and dispositive control over the shares indicated as beneficially
owned by them.
(c) Transactions in the class of Securities reporting on herein
effected in the past sixty days by Bedford Falls Investors, L.P. are as follows:
<TABLE>
<CAPTION>
Date Transaction Type No. of Shares Price Per Share Total
---- ---------------- ------------- --------------- -----
<S> <C> <C> <C> <C>
1/14/97 Distribution 75,000(1) N/A N/A
1/15/97 Sale 221,215(1) $ 5 5/8 $1,244,278.00
1/15/97 Purchase 43,125(2) N/A N/A
1/15/97 Purchase 296,215 $10 5/8 $3,147,300.00
</TABLE>
(1) Warrants
(2) Warrants received with purchase of Bridge Notes, described below.
Transactions in the class of Securities reported on herein effected in
the past sixty days by Metropolitan Capital Partners II, L.P., for and on behalf
of the Managed Accounts, are as follows:
CUSIP NO. 465140-10-1 PAGE 13 OF 21 PAGES
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<TABLE>
<CAPTION>
Date Transaction Type No. of Shares Price Per Share Total
---- ---------------- ------------- --------------- -----
<S> <C> <C> <C> <C>
1/15/97 Sale 30,643 (1) $ 5 5/8 $ 172,346.00
1/15/97 Sale 12,096 (1) $ 5 11/16 $ 68,779.00
1/15/97 Purchase 30,643 $10 5/8 $ 325,597.00
1/15/97 Purchase 4,375 (2) N/A N/A
</TABLE>
(1) Warrants
(2) Warrants received with purchase of Bridge Notes, described below.
On January 14, 1997, Bedford Falls Investors, L.P. distributed 75,000
Warrants to certain limited partners of the partnership. On January 15, 1997,
the foreign investment entity of which Mr. Schwarz and Mr. Finnerman may be
deemed indirect controlling persons, sold 14,000 Warrants at a price of $5 5/8
per Warrant, acquired 14,000 Shares for 10 5/8 per share, and acquired 10,625
Warrants in connection with its purchase of the Bridge Notes described below. In
addition, Metropolitan Capital Advisors, L.P. acquired 4,375 Warrants on January
15, 1997 in connection with the purchase of the Bridge Notes. On January 15,
1997, a private general partnership of which Jeffrey Schwarz is Managing Partner
sold Warrants to acquire 25,000 shares at a price of 5 11/16 per share.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On January 15, 1997, Bedford Falls Investors, L.P., Metropolitan
Capital Advisors, L.P., a Managed Account, and the foreign investment entity
described above, entered into a Note Purchase Agreement with the Issuer pursuant
to which the entities acquired $5,000,000 principal amount of short-term
promissory notes and in connection therewith acquired an aggregate of 62,500
Warrants to acquire shares of common stock for $10 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing
CUSIP NO. 465140-10-1 PAGE 14 OF 21 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 multiple counterparts, each of which shall be
deemed an original and all of which shall constitute one (1) instrument.
BEDFORD FALLS INVESTORS, L.P.
By: Metropolitan Capital Advisors, L.P.
Its Sole General Partner
By: Metropolitan Capital Advisors, Inc.
Its Sole General Partner
By: /s/ Karen Finerman
---------------------------
Karen Finerman, President
Dated as of: January 20, 1997
CUSIP NO. 465140-10-1 PAGE 15 OF 21 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 multiple counterparts, each of which shall be
deemed an original and all of which shall constitute one (1) instrument.
METROPOLITAN CAPITAL ADVISORS, L.P.
By: Metropolitan Capital Advisors, Inc.
Its Sole General Partner
By: /s/ Karen Finerman
-----------------------------
Karen Finerman, President
Dated as of: January 20, 1997
CUSIP NO. 465140-10-1 PAGE 16 OF 21 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 multiple counterparts, each of which shall be
deemed an original and all of which shall constitute one (1) instrument.
METROPOLITAN CAPITAL ADVISORS, INC.
By: /s/ Karen Finerman
---------------------------
Karen Finerman, President
Dated as of: January 20, 1997
CUSIP NO. 465140-10-1 PAGE 17 OF 21 PAGES
-------- -------
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 multiple counterparts, each of which shall be
deemed an original and all of which shall constitute one (1) instrument.
/s/ Jeffrey Schwarz
-----------------------------
Jeffrey Schwarz
Dated as of: January 20, 1997
CUSIP NO. 465140-10-1 PAGE 18 OF 21 PAGES
-------- -------
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 multiple counterparts, each of which shall be
deemed an original and all of which shall constitute one (1) instrument.
/s/ Karen Finerman
-----------------------------
Karen Finerman
Dated as of: January 20, 1997
CUSIP NO. 465140-10-1 PAGE 19 OF 21 PAGES
-------- -------
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 multiple counterparts, each of which shall be
deemed an original and all of which shall constitute one (1) instrument.
METROPOLITAN CAPITAL PARTNERS II, L.P.
By: KJ Advisors, Inc.
Its Sole General Partner
By: /s/ Jeffrey Schwarz
----------------------------
Jeffrey Schwarz
Chief Executive Officer
Dated as of: January 20, 1997
CUSIP NO. 465140-10-1 PAGE 20 OF 21 PAGES
-------- -------
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 multiple counterparts, each of which shall be
deemed an original and all of which shall constitute one (1) instrument.
KJ ADVISORS, INC.
By: /s/ Jeffrey Schwarz
---------------------------------
Jeffrey Schwarz, Chief Executive
Officer
Dated as of: January 20, 1997
CUSIP NO. 465140-10-1 PAGE 21 OF 21 PAGES
-------- --------
EXHIBIT A
AGREEMENT OF JOINT FILING
KELLSTROM INDUSTRIES, INC.
F/K/A ISRAEL TECH ACQUISITION CORP.
COMMON STOCK, $5.00 PAR VALUE
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D,
and any and all amendments thereto, with respect to the above-referenced
securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, and all of which together shall be
deemed to constitute one and the same Agreement.
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
the 20th day of January, 1997.
<TABLE>
<S> <C>
BEDFORD FALLS INVESTORS, L.P. METROPOLITAN CAPITAL ADVISORS, L.P.
By: Metropolitan Capital Advisors, L.P. By: Metropolitan Capital Advisors, Inc.
Its Sole General Partner Its Sole General Partner
By: Metropolitan Capital Advisors, Inc. By: /s/ Karen Finerman
Its Sole General Partner -------------------------
Karen Finerman, President
/s/ Karen Finerman /s/ Jeffrey Schwarz
By: --------------------------- -----------------------------
Karen Finerman, President Jeffrey Schwarz, Individually
METROPOLITAN CAPITAL ADVISORS, INC.
By: /s/ Karen Finerman /s/ Karen Finerman
---------------------------- -----------------------------
Karen Finerman, President Karen Finerman, Individually
METROPOLITAN CAPITAL PARTNERS II, L.P. KJ ADVISORS, INC.
By: KJ Advisors, Inc., its Sole General Partner
By: /s/ Jeffrey Schwarz
------------------------------------------
By: /s/ Jeffrey Schwarz Jeffrey Schwarz, Chief Executive Officer
------------------------------------------
Jeffrey Schwarz, Chief Executive Officer
</TABLE>
