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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. *)
BEC Group, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
05538A 10 7
(CUSIP Number)
Kane Kessler, P.C., 1350 Avenue of the Americas - 26th Floor,
New York, New York 10019 - Attention: Robert L. Lawrence, Esq. (212) 541-6222
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communication)
May 3, 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/. (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 13d-1(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 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).
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SCHEDULE 13D
CUSIP No. 05538A 10 7 Page 1 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warren B. Kanders
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7 SOLE VOTING POWER
OF 1,154,105
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,154,105
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,154,105
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 6.6 percent
14 TYPE OF REPORTING PERSON*
IN
*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.
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Information contained in this statement on Schedule 13D is as of
the date hereof, unless otherwise expressly provided herein.
Item 1. Security and Issuer.
(i) Name and Issuer: BEC Group, Inc. (hereinafter
referred to as the "Company" or "Issuer").
(ii) Address of Issuer: 555 Theodore Fremd Avenue, Rye,
New York 10580.
(iii) Title of Class of Equity Securities to which this
Statement relates: Common Stock, $.01 par value
(the "Common Stock").
(iv) Name and Address of Principal Executive Offices of
Issuer:
555 Theodore Fremd Avenue
Rye, New York 10580
Item 2. Identity and Background.
This Statement is being filed by Warren B. Kanders. Mr.
Kanders' business address is c/o Kanders Florida
Holdings, Inc., 85 Nassau Place, Yulee, Florida 32097.
Mr. Kanders' present principal occupation is that of a
private investor.
Mr. Kanders has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Mr. Kanders has
not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
been 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 violations with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Benson Eyecare Corporation, a Delaware corporation
("Benson"), entered into an Agreement and Plan of Merger
(as amended, the "Merger Agreement"), dated as of
February 11, 1996, with Essilor International, S.A., a
French limited liability company ("Essilor"), Essilor of
America, Inc. ("Essilor America"), and Essilor
Acquisition Corporation ("Essilor Sub"), (together, the
"Acquiring Parties"), pursuant to which Essilor America
agreed to acquire Benson through the merger (the
"Merger") of Essilor Sub, with and into Benson on the
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terms described therein. The Merger was consummated on
May 3, 1996. Prior to the Merger all of the businesses,
assets and liabilities of Benson's non prescription
eyewear and optics related businesses were transferred to
a wholly owned subsidiary of Benson, BEC Group, Inc., a
Delaware corporation. In exchange for all of the issued
and outstanding shares of Benson common stock, $.01 par
value per share (the "Benson Common Stock"), as of the
effective time of the Merger (the "Effective Time"), the
stockholders of Benson, received for their Benson Common
Stock held at the Effective Time (i) the right to receive
$6.60 in cash per share of Benson Common Stock and (ii)
one share of the common stock of the Company, par value
$.01 per share (the "Common Stock") for every two shares
of Benson Common Stock. As a result of the consummation
of the foregoing transactions, Mr. Kanders received cash
and 912,605 shares of Common Stock in exchange for
1,825,210 shares of Benson Common Stock held by Mr.
Kanders prior to the Effective Time.
In addition, Mr. Kanders engaged in the following
transactions, which were effected through ordinary broker
transactions on the New York Stock Exchange:
Date Transaction Price Per Share
---- ----------- ---------------
5-6-96 Bought 150,000 shares $5.98
5-6-96 Bought 6,000 shares $5.81
5-8-96 Bought 17,500 shares $5.81
5-8-96 Bought 18,000 shares $5.81
5-10-96 Bought 25,000 shares $6.55
5-10-96 Bought 25,000 shares $6.56
Item 4. Purpose of Transaction.
The acquisition of the 1,154,105 shares of Common Stock
by Mr. Kanders, is for investment purposes only, although
Mr. Kanders reserves the right to transfer or sell all or
any portion of such shares of Common Stock to a third
person. Mr. Kanders reserves the right in the future to
take or propose such action as he deems appropriate
regarding his shares of Common Stock, including any
actions of the type specified under Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Kanders beneficially owns 1,154,105 shares of
Common Stock of the Company which constitutes
approximately 6.6% of the Company's outstanding
shares of Common Stock. This number of shares
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excludes 12,300 shares owned by the Warren B.
Kanders Foundation, Inc., a Not-for-Profit
corporation (the "Foundation"), and 21,512 shares
owned by the Warren B. Kanders 1995 Charitable
Remainder Unitrust (the "Unitrust"), as to which
shares Mr. Kanders disclaims beneficial ownership.
(b) Mr. Kanders has the sole power to vote and the sole
power to dispose of the 1,154,105 shares of Common
Stock of the Issuer that he beneficially owns.
(c) See Item 3 herein. In addition, on May 6, 1996,
each of the Foundation and the Unitrust sold 25,000
shares at $5.63 per share through ordinary broker
effected transactions.
(d) Not applicable.
(e) Not applicable.
Item 6 - Contracts, Arrangements or Understandings with respect to
Securities of the Issuer.
On May 26, 1995, Mr. Kanders entered into a Pledge
Agreement (the "Agreement") with NationsBank N.A. (Carolinas) (the
"Bank), to secure a loan from the Bank to Mr. Kanders. Pursuant to
the terms of the Agreement, as security for the repayment of the
loan to the Bank, Mr. Kanders has pledged to the Bank approximately
550,000 shares of the Common Stock of the Issuer owned by Mr.
Kanders (which represents approximately 3.2% of the Company's
issued and outstanding shares). It is Mr. Kanders' present
intention to hypothecate up to all of his shares of the Company's
Common Stock which are eligible for such purpose, with either a
commercial bank or a broker/dealer firm.
Item 7. Material to Be Filed as Exhibits
None
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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.
May 13, 1996 /s/ Warren B. Kanders
Warren B. Kanders
