-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N/VbxXje4WcGvOuIv1FbxrkquRRsY9hWI96RXoT+TIGKxlqehFnl4FFfya6R1O2t n0OOpairVytoSlWxi5+jhA== 0000897446-96-000349.txt : 19960820 0000897446-96-000349.hdr.sgml : 19960820 ACCESSION NUMBER: 0000897446-96-000349 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960819 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOTORCAR PARTS & ACCESSORIES INC CENTRAL INDEX KEY: 0000918251 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 112153962 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44585 FILM NUMBER: 96617702 BUSINESS ADDRESS: STREET 1: 2727 MARICOPA ST CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3102127910 MAIL ADDRESS: STREET 1: 2727 MARICOPA ST CITY: TORRANCE STATE: CA ZIP: 90503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KALMBACH DOHN L CENTRAL INDEX KEY: 0001021098 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O BERMAN KALMBACH & CO STREET 2: INTERNATIONAL CORPORATE CTRE SUITE B 203 CITY: RYE STATE: NY ZIP: 10580-1430 BUSINESS PHONE: 9149678200 MAIL ADDRESS: STREET 1: C/O BERMAN KALMBACH & CO STREET 2: INTERNATIONAL CORP CENTER SUITE B 203 CITY: RYE STATE: NY ZIP: 10580-1430 SC 13D 1 Page 1 of 11 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 2 of 11 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 3 of 11 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 4 of 11 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 5 of 11 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. Page 6 of 11 (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. Page 7 of 11 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:
Number of Percentage Name Shares of Class 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
______________________________ (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. Page 8 of 11 (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. Page 9 of 11
Nature of Number Price per Name Date Transaction of Shares Share 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
Page 10 of 11 (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 11 of 11 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 -----END PRIVACY-ENHANCED MESSAGE-----