-----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, DHTQtY1CC7l/mtpVnLU13R0cUiSiJoyeTe0cy6Ko6HwRyLNA+BTLtIl0liORUzco JCcNzVFBvbt3iVag2qfZGQ== 0000897446-97-000039.txt : 19970117 0000897446-97-000039.hdr.sgml : 19970117 ACCESSION NUMBER: 0000897446-97-000039 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970116 SROS: NONE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44585 FILM NUMBER: 97506964 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: BERMAN MERRILL C ET AL CENTRAL INDEX KEY: 0000924593 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: INT CORP CENTER STREET 2: STE B203 CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149678200 MAIL ADDRESS: STREET 1: INT CORP CENTER STREET 2: STE B203 CITY: RYE STATE: NY ZIP: 10580 SC 13D/A 1 Page 1 of 9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 2) 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) January 7, 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 . 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 142,000 8. Shared Voting Power 157,000 9. Sole Dispositive Power 142,000 10. Shared Dispositive Power 157,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 299,000 13. Percent of Class Represented by Amount in Row (11) 6.1 14. Type of Reporting Person IN 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 60,000 8. Shared Voting Power 46,000 9. Sole Dispositive Power 60,000 10. Shared Dispositive Power 46,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 106,000 13. Percent of Class Represented by Amount in Row (11) 2.2 14. Type of Reporting Person IN 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 IN 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] Number of Percentage Name Shares of Class Dohn L. Kalmbach 60,000 (1) 1.23 Leland J. Kalmbach 20,000 .41 Merrill C. Berman 142,000 (2) 2.92 Scott Kalmbach 13,000 .27 Peter Kalmbach 13,000 .27 Valerie S. Kalmbach 4,000 .08 Allan I. Sandler 18,000 .37 Ellen B. Sandler Trust 18,000 .37 William Rotholz and Mrs. Rina Rotholz JTWROS 17,000 .35 Richard Herman 5,000 .10 Lila Zimmerman 5,000 .10 Cynthia Brodsky 5,502 .11 Mary W. Ambrosio and Joseph J. Ambrosio JTWROS 17,000 .35 Dalia Berman 42,000 (3) .86 Ruth Pollen 1,998 .04 Mauricette Gottesman 11,000 .23 Andrew Bierig 3,000 .06 Peter Gottesman 4,500 .09 Eric P. Gottesman 3,000 .06 Melissa E. Gottesman 5,000 .10 Educational Opportunity Fund 1,000 .02 Total 409,000 8.41
______________________________ (1) Includes options to purchase 37,000 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 18,000 shares of Common Stock from a broker exercisable on or before October 22, 1997 at a price of $10.00 a share. Page 6 of 9 (2) Includes options to purchase 100,000 shares of Common Stock from a broker exercisable on or before January 8, 1998 at a price of $12.95 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; and options to purchase 15,000 shares of Common Stock from a broker exercisable on or before October 7, 1997 at a price of $11.25 a share. (3) Includes 7,000 shares held in the account of Merrill Berman and Mrs. Dalia Berman JTWROS. (c) During the past 60 days the only transactions in the Company's Common Stock (other than bona fide gifts) 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 and sales which were effected through a broker: the purchase on January 7, 1997 by Merrill C. Berman of options to purchase 100,000 shares of Common Stock at an exercise price of $12.95 per share, which options were purchased for a price of $4.97 per share; and the sale on January 7, 1997 by Merrill C. Berman of options to purchase 90,000 shares of Common Stock at an exercise price of $11.125, which options were sold for a price of $3.97 per share. From time to time, persons identified in response to Item 2 may make gifts of shares of Common Stock held in their accounts. Page 7 of 9 [CAPTION] Nature of Number Price per Name Date Transaction of Shares Share Merrill C. Berman 11/13/96 Buy 2,000 13.25 Dohn L. Kalmbach 11/14/96 Buy 5,000 13.475 Valerie S. Kalmbach 11/14/96 Buy 1,000 13.50 Scott Kalmbach 11/15/96 Buy 2,500 13.75 Peter Kalmbach 11/15/96 Buy 2,500 13.75 Merrill C. Berman 11/15/96 Buy 1,000 13.375 Merrill C. Berman 11/18/96 Sell 1,000 14.00 Dalia Berman 11/18/96 Buy 1,000 14.00 Scott Kalmbach 11/19/96 Buy 500 13.75 Peter Kalmbach 11/19/96 Buy 500 13.75 Lila Zimmerman 11/21/96 Buy 500 13.75 Mauricette Gottesman 11/21/96 Buy 500 13.75 Ruth Pollen 11/21/96 Buy 1,000 13.75 Dalia Berman 11/25/96 Sell 1,000 13.50 Merrill C. Berman 11/25/96 Sell 1,000 13.50 Allen I. Sandler 11/27/96 Buy 500 14.00 Ellen B. Sandler Trust 11/27/96 Buy 500 14.00 Ellen B. Sandler Trust 11/28/96 Buy 500 14.00 Educational Opportunity Fund 12/1/96 Buy 500 14.09 Ellen B. Sandler Trust 12/9/96 Buy 500 14.375 Mauricette Gottesman 12/9/96 Buy 500 14.375 Educational Opportunity Fund 12/15/96 Buy 500 14.13 Merrill C. Berman 12/25/96 Sell 3,000 14.625 Merrill Berman & Mrs. Dalia Berman JTWROS 12/26/96 Sell 1,000 14.50 Merrill Berman & Mrs. Dalia Berman JTWROS 12/30/96 Sell 1,000 14.375 Ruth Pollen 12/30/96 Buy 1,000 14.375
Page 8 of 9 [CAPTION] Nature of Number Price per Name Date Transaction of Shares Share Mary W. Ambrosio & Joseph J. Ambrosio JTWROS 1/3/97 Buy 1,000 14.875 Merrill Berman & Mrs. Dalia Berman JTWROS 1/3/97 Buy 1,998 15.00 Ruth Pollen 1/3/97 Sell 1,000 14.875 Merrill Berman & Mrs. Dalia Berman JTWROS 1/6/97 Sell 1,998 15.50 Ruth Pollen 1/6/97 Buy 998 15.50 Allan I. Sandler 1/6/97 Buy 500 15.50 Cynthia Brodsky 1/6/97 Buy 500 15.75 Peter Gottesman 1/7/97 Buy 500 15.125 Cynthia Brodsky 1/7/97 Buy 500 15.125 Merrill C. Berman 1/7/97 Buy 7,000 15.125 Merrill C. Berman 1/8/97 Buy 4,000 15.25 Merrill C. Berman 1/9/97 Sell 2,000 15.875 Merrill C. Berman 1/9/97 Sell 2,000 16.00 Merrill C. Berman 1/13/97 Sell 3,000 15.75 Merrill C. Berman 1/14/97 Sell 2,000 15.875 Merrill Berman & Mrs. Dalia Berman JTWROS 1/14/97 Buy 2,000 15.875
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. January 14, 1997 /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-----