-----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, DypnYQAGVGwIn9Be7XhIjw/MDWC7f2jKh9TsyBb8o4rsGpksv72E+A02JhyG9L1g X/ghGTTHiC03otVpPgfncw== 0000921895-98-000988.txt : 19981228 0000921895-98-000988.hdr.sgml : 19981228 ACCESSION NUMBER: 0000921895-98-000988 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BELL INDUSTRIES INC /NEW/ CENTRAL INDEX KEY: 0000945489 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 952039211 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52973 FILM NUMBER: 98773859 BUSINESS ADDRESS: STREET 1: 2201 E EL SEGUDON BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3105632355 MAIL ADDRESS: STREET 1: 2201 E EL SEGUDON BLVD CITY: EL SEGUDON STATE: CA ZIP: 90245 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA BELL INDUSTRIES INC DATE OF NAME CHANGE: 19950519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II L P CENTRAL INDEX KEY: 0000915653 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE 27TH FL CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 150 EAST 52ND STREET, 21ST FLOOR CITY: NY STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )1 Bell Industries, Inc. - -------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of class of securities) 078 107 109 - -------------------------------------------------------------------------------- (CUSIP number) STEVEN WOLOSKY, ESQ. OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP 505 Park Avenue New York, New York 10022 (212) 753-7200 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) December 15, 1998 - -------------------------------------------------------------------------------- (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 / /. 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. (Continued on following pages) (Page 1 of 10 Pages) Exhibit List on Page 9 - -------- 1 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 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). - --------------------------------- ------------------------- CUSIP No. 078 107 109 13D Page 2 of 10 Pages - --------------------------------- ------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS STEEL PARTNERS II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OR ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 565,310 OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 565,310 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 565,310 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.95% 14 TYPE OF REPORTING PERSON* PN - --------------------------------- ------------------------- CUSIP No. 078 107 109 13D Page 3 of 10 Pages - --------------------------------- ------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WARREN LICHTENSTEIN 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OR ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 565,310 OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER - 0 - 9 SOLE DISPOSITIVE POWER 565,310 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 565,310 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.95% 14 TYPE OF REPORTING PERSON* IN - --------------------------------- ------------------------- CUSIP No. 078 107 109 13D Page 4 of 10 Pages - --------------------------------- ------------------------- The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D"). Item 1. Security and Issuer. This statement relates to shares (the "Shares") of the common stock ("Common Stock"), of Bell Industries, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 2201 East El Segundo Boulevard, El Segundo, California 90245. Item 2. Identity and Background. (a) This Statement is filed by Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners II") and Warren G. Lichtenstein. Steel Partners, L.L.C., a Delaware limited liability company ("Partners LLC"), is the general partner of Steel Partners II. The sole executive officer and managing member of Partners LLC is Warren Lichtenstein, who is its Chairman of the Board, Chief Executive Officer and Secretary. Each of the foregoing are referred to as a "Reporting Person" and collectively as the "Reporting Persons". By virtue of his position with Steel Partners II, Mr. Lichtenstein has the power to vote and dispose of the Issuer's Shares owned by Steel Partners II. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The principal business address of each Reporting Person is 150 East 52nd Street, 21st Floor, New York, New York 10022. (c) The principal business of Steel Partners II is investing in the securities of microcap companies. The principal occupation of Mr. Lichtenstein is investing in the securities of microcap companies. (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. - --------------------------------- ------------------------- CUSIP No. 078 107 109 13D Page 5 of 10 Pages - --------------------------------- ------------------------- (f) Mr. Lichtenstein is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the 565,310 shares of Common Stock owned by Steel Partners II is $5,816,580. The shares of Common Stock owned by Steel Partners II were acquired with partnership funds. Item 4. Purpose of Transaction. The Reporting Persons purchased the shares of Common Stock based on the Reporting Persons' belief that the shares at current market prices are undervalued and represent an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase of additional shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of shares of Common Stock on the open market or in private transactions, through a tender offer or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons intend to actively monitor efforts by management to increase stockholder value. The Reporting Persons may also decide in the future, should the Reporting Persons believe that the Issuer's Common Stock continue to be undervalued, to propose a transaction whereby all or a portion of the Issuer be sold, and in connection therewith the Reporting Persons may seek to participate in such transaction or seek to acquire control of the Issuer in a negotiated transaction or otherwise. Should the Reporting Persons believe that the Issuer's Common Stock continue to be undervalued, the Reporting Persons also may seek in the future to have one or more of its representatives appointed to the Board of Directors of the Issuer, by agreement with the Issuer or otherwise, including by running its own slate of nominees at an annual or special meeting of the Issuer. The Reporting Persons may in the future propose other matters for consideration and approval by the Issuer's stockholders or the Board of Directors, but has not identified such matters at this date. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. Steel Partners II intends to review its investment in the Issuer on a continuing basis and, depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional - --------------------------------- ------------------------- CUSIP No. 078 107 109 13D Page 6 of 10 Pages - --------------------------------- ------------------------- shares of Common Stock or selling some or all of its shares of Common Stock or to change its intention with respect to any and all matters referred to in Item 4. Item 5. Interest in Securities of the Issuer. (a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 9,488,306 shares outstanding, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1998. As of the close of business on December 18, 1998, Steel Partners II beneficially owns 565,310 shares of Common Stock, constituting approximately 5.95% of the shares of Common Stock outstanding. Mr. Lichtenstein beneficially owns 565,310 shares of Common Stock, representing approximately 5.95% of the shares of Common Stock outstanding. Mr. Lichtenstein has sole voting and dispositive power with respect to the 565,310 shares of Common Stock owned by Steel Partners II by virtue of his authority to vote and dispose of such shares. All of such shares of Common Stock were acquired in open-market transactions. (b) By virtue of his positions with Steel Partners II, Mr. Lichtenstein has the sole power to vote and dispose of the shares of Common Stock reported in this Schedule 13D. (c) Schedule A annexed hereto lists all transactions in the Issuer's Common Stock in the last sixty days by the Reporting Persons. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Other than as described herein, there are no contracts, arrangements or understandings among the Reporting Persons, or between the Reporting Persons and any other Person, with respect to the securities of the Issuer. Item 7. Material to be Filed as Exhibits. 1. Joint Filing Agreement. - --------------------------------- ------------------------- CUSIP No. 078 107 109 13D Page 7 of 10 Pages - --------------------------------- ------------------------- SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 22, 1998 STEEL PARTNERS II, L.P. By: Steel Partners, L.L.C. General Partner By:/s/ Warren G. Lichtenstein ----------------------------- Warren G. Lichtenstein Chief Executive Officer /s/ Warren G. Lichtenstein --------------------------------- WARREN G. LICHTENSTEIN - --------------------------------- ------------------------- CUSIP No. 078 107 109 13D Page 8 of 10 Pages - --------------------------------- ------------------------- SCHEDULE A Transactions in the Shares Within the Past 60 Days -------------------------------------------------- Shares of Common Stock Price Per Date of Purchased/(Sold) Share Purchase/Sale - ---------------- ----- ------------- STEEL PARTNERS II, L.P. 12,200 10.14131 10/27/98 4,000 10.17000 10/29/98 7,600 10.07954 10/30/98 3,200 10.04500 11/2/98 1,400 10.56000 11/4/98 1,100 10.56000 11/5/98 1,700 10.54500 11/9/98 9,200 10.54160 11/10/98 1,200 10.54500 11/11/98 900 10.54500 11/12/98 2,700 10.54500 11/18/98 22,800 10.53568 11/19/98 24,000 10.42625 11/20/98 1,400 10.42000 11/27/98 5,000 10.42000 11/30/98 4,000 10.42000 12/01/98 10,000 10.35750 12/03/98 11,500 10.39570 12/04/98 10,000 10.42000 12/07/98 13,600 10.40851 12/08/98 66,800 10.44701 12/09/98 53,600 10.42787 12/10/98 28,200 10.47142 12/11/98 15,000 10.41000 12/14/98 40,500 10.45790 12/15/98 5,400 10.39407 12/16/98 76,610 10.57506 12/17/98 1,200 10.51250 12/18/98 WARREN LICHTENSTEIN ------------------- None. - --------------------------------- ------------------------- CUSIP No. 078 107 109 13D Page 9 of 10 Pages - --------------------------------- ------------------------- EXHIBIT INDEX Exhibit Page - ------- ---- 1. Joint Filing Agreement 10 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated December 15, 1998 (including amendments thereto) with respect to the Common Stock of Bell Industries, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: December 22, 1998 STEEL PARTNERS II, L.P. By: Steel Partners, L.L.C. General Partner By: /s/ Warren G. Lichtenstein ------------------------------ Warren G. Lichtenstein Chief Executive Officer /s/ Warren G. Lichtenstein ---------------------------------- WARREN G. LICHTENSTEIN -----END PRIVACY-ENHANCED MESSAGE-----