-----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, NJ6+o0b+LdcJlVUloy7m1E79g8/1hS73JH8hZEUDS8sxQW6TJ0lBOyPHLAuFx+rU O/rYwoOlnjBLseAzbmkvWQ== 0001029574-99-000019.txt : 19990630 0001029574-99-000019.hdr.sgml : 19990630 ACCESSION NUMBER: 0001029574-99-000019 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990629 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: 99654367 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: FIRST CAROLINA INVESTORS INC CENTRAL INDEX KEY: 0000811040 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 561005066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1130 EAST THIRD SRREET SUITE 410 CITY: CHARLOTTE STATE: NC ZIP: 28204 BUSINESS PHONE: 7043730501 MAIL ADDRESS: STREET 1: P O BOX 33607 CITY: CHARLOTTE STATE: NC ZIP: 28233-3607 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BELL INDUSTRIES, INC. _________________________________________________________________ (Name of Issuer) Common Stock _________________________________________________________________ (Title of Class of Securities 078107109 ____________________________ (CUSIP Number) Brent D. Baird 1350 One M&T Plaza Buffalo, New York 14203 (Phone: (716) 849-1484) _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 23, 1999 _______________________ (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 __. *The remainder of this cover page shall be filed 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. 078107109 1. Name of Reporting Person SS or Identification No. of above person (optional) First Carolina Investors, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 576,100 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 576,100 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 576,100 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.028% 14. TYPE OF REPORTING PERSON* CO, IV *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. (a) Title and Class of Security: Bell Industries, Inc. (the "Issuer") Common Stock ("the Shares") (b) Name of Issuer and Address of Issuer's Principal Executive Offices: Bell Industries, Inc. 1960 E. Grand Avenue El Segundo, CA 90245 ITEM 2. IDENTITY AND BACKGROUND. FIRST CAROLINA INVESTORS, INC. State of organization: Delaware Principal Business: Closed-end non-diversified management investment company Address: 1130 East 3rd St., Suite 410 Charlotte, North Carolina 28204 Directors: H. Thomas Webb, III Brent D. Baird Bruce C. Baird Patrick W.E. Hodgson Theodore E. Dann, Jr. Executive H. Thomas Webb, III - President Officers: Brent D. Baird - Chairman of the Board Bruce C. Baird - Vice President Secretary Treasurer (d) No (e) No Information on Individual Directors and Executive Officers pursuant to Instruction C: (a) H. Thomas Webb, III (b) 1130 East 3rd St., Suite 410, Charlotte, NC 28204 (c) President of First Carolina Investors, Inc. (d) No (e) No (f) U.S.A. (a) Brent D. Baird (b) 17 Tudor Place, Buffalo, New York 14222 (c) Private Investor, 1350 One M&T Plaza, Buffalo, New York 14203 (d) No (e) No (f) U.S.A. (a) Bruce C. Baird (b) 331 Lincoln Parkway, Buffalo, New York 14216 (c) President, Belmont Management Co., Inc. 215 Broadway, Buffalo, New York 14204 (d) No (e) No (f) U.S.A. (a) Patrick W.E. Hodgson (b) 60 Bedford Road, Toronto, Ontario M5R 2K2 (c) President, Cinnamon Investments Limited, 60 Bedford Road, Toronto, Ontario M5R 2K2 (d) No (e) No (f) Canada (a) Theodore E. Dann, Jr. (b) 540 Mill Road, East Aurora, New York 14052 (c) President, Buffalo Technologies Corp. 750 East Ferry, Buffalo, New York 14211 (d) No (e) No (f) U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS. The source of funds used for the purchase of Shares by First Carolina Investors, Inc. was its working capital. First Carolina Investors, Inc. did not borrow any funds to acquire the Shares. The amount of funds paid for the Shares by First Carolina Investors, Inc. was approximately $2,602,595. ITEM 4. PURPOSE OF TRANSACTION. The Shares have been acquired by the Reporting Person for investment purposes. The Reporting Person intends to continue to evaluate its investment in the Shares. The Reporting Person may make additional purchases or may sell the Shares in open market or in private negotiated transactions. Any such purchase or sale will depend upon its evaluation of its investment, upon the amounts and prices of available Shares, and upon other relevant circumstances. The Reporting Person has no present plans or proposals which relate to or would result in: (a) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (b) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (d) Any material change in the present capitalization or dividend policy of the Issuer; (e) Any other material change in the Issuer's business or corporate structure; (f) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (g) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (i) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Person hereby reports beneficial ownership, in the manner hereinafter described, of 576,100 Shares of the Issuer:
Percentage of Number Of Outstanding Shares Held in the Name of Shares Security (1) First Carolina Investors, 576,100 6.028% Inc.
(1) The foregoing percentage assumes that the number of Shares of the Issuer outstanding is 9,556,280 Shares. In the Issuer's Form 10-Q for the quarter ended March 31, 1999, the Issuer reported that the number of Shares outstanding as of May 5, 1999 is 9,556,280 Shares. (b) The Reporting Person has sole voting and sole dispositive power over the Shares enumerated in paragraph (a). (c) The following purchase of the Shares was effected during the past sixty days:
Price/Share (in Dollars Commissions Purchase In The Number of not Transaction Name Of Date Shares included) Made Through First Carolina 6/15/99 27,500 4.625 Robotti & Co. Investors 6/16/99 40,000 4.625 Robotti & Co. 6/17/99 20,000 4.6088 Robotti & Co. 6/18/99 105,600 4.5115 Robotti & Co. 6/21/99 83,400 4.4925 Robotti & Co. 6/22/99 3,100 4.4375 Robotti & Co. 6/23/99 284,500 4.4996 Robotti & Co. 6/24/99 12,000 4.4375 Robotti & Co.
(d) Not applicable (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. not applicable ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. not applicable 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. DATED this 29th day of June, 1999. First Carolina Investors, Inc. By: s/Brent D. Baird Brent D. Baird, Chairman -----END PRIVACY-ENHANCED MESSAGE-----