X0202 3 2007-04-02 0 0000099359 BREEZE-EASTERN CORP BZC 0001218891 GOLDSMITH & HARRIS INC 80 PINE ST NEW YORK NY 10005 0 0 1 0 0001218546 GOLDSMITH PHILIP W C/O GOLDSMITH & HARRIS INC 80 PINE STREET NEW YORK NY 10005 0 0 1 0 0001107275 HARRIS JAY R 80 PINE STREET NEW YORK NY 10005 0 0 1 0 0001395310 ERPF ARMAND B 80 PINE STREET NEW YORK NY 10005 0 0 1 0 0001378710 Goldsmith & Harris Capital Appreciation LLC 80 PINE ST NEW YORK NY 10005 0 0 1 0 0001395275 GOLDSMITH & HARRIS ASSET MANAGEMENT LLC 80 PINE STREET NEW YORK NY 10005 0 0 1 0 Common Stock 10 D Common Stock 24490 D Common Stock 193500 D Common Stock 67703 D Common Stock 67703 I By Goldsmith & Harris Asset Management LLC Common Stock 22003.5 I By owner of Goldsmith & Harris Asset Management LLC Common Stock 22003.5 I By owner of Goldsmith & Harris Asset Management LLC Common Stock 23696 I By owner of Goldsmith & Harris Asset Management LLC Common Stock 6000 I By family releated accounts As described in the Schedule 13D (the "13D") filed with the Securities and Exchange Commission by the Reporting Persons, among others, on April 2, 2007, with respect to shares of the common stock, $0.01 par value per share ("Common Stock") of Breeze-Eastern Corporation (the "Issuer"), Goldsmith & Harris Incorporated ("G&H"), Terrier Partners LP ("Terrier") and Wynnefield Partners Small Cap Value, L.P., ("Wynnefield") (Terrier and Wynnefield being referred to herein as the "Non-Affiliated Entities"), on their behalf and on behalf of their affiliates, entered into an agreement as of April 2, 2007 (the "Agreement"), which agreement is more fully described in the 13D. By reason of the execution of the Agreement, G&H and the Non-Affiliates may be deemed to be members of a group ("Group") within the meaning of Rule 13d-5(b) promulgated under (continued at footnote 2) (continued from footnote 1) the Securities Exchange Act of 1934, as amended, with regard to their respective interests in equity securities of the Issuer. None of the members of the Group purchased any additional securities in connection with the Agreement. As more fully reported on a Schedule 13D filed by the Group, the Group collectively beneficially owns greater than 10% of the Issuer's Common Stock. The amount of the Issuer's securities held by the Reporting Persons as reported herein does not include the holdings of any of the Non-Affiliated Entities. Each of the Reporting Persons disclaims any pecuniary interest in the Issuer's securities beneficially owned by the Non-Affiliated Entities. The Non-Affiliated Entities disclaim any pecuniary interest in the shares of Common Stock beneficially owned by the Reporting Persons. These shares of Common Stock are owned solely by G&H. These shares of Common Stock are owned solely by Mr. Philip W. Goldsmith. These shares of Common Stock are owned solely by Mr. Jay R. Harris. These shares of Common Stock are owned solely by Goldsmith & Harris Capital Appreciation LLC ("GHCA"). Goldsmith & Harris Asset Management LLC ("GHAM"), as the registered investment adviser of GHCA, has an indirect beneficial ownership in the shares of Common Stock held by GHCA. Mr. Goldsmith, as owner of GHAM has an indirect beneficial ownership in the shares of Common Stock held by GHCA. Mr. Harris, as owner of GHAM has an indirect beneficial ownership in the shares of Common Stock held by GHCA. Mr. Armand B. Erpf, as owner of GHAM has an indirect beneficial ownership in the shares of Common Stock held by GHCA. Mr. Goldsmith is the indirect beneficial owner of shares of Common Stock held through family related accounts. GOLDMSITH & HARRIS INC. By:/s/Philip W. Goldsmith, Chairman 2007-04-11 /s/Philip W. Goldsmith 2007-04-11 /s/Jay R. Harris 2007-04-11 /s/Armand B. Erpf 2007-04-11 GOLDMSITH & HARRIS ASSET MANAGEMENT LLC By:/s/Philip W. Goldsmith, Managing Director 2007-04-11 GOLDMSITH & HARRIS CAPITAL APPRECIATION LLC By:/s/Philip W. Goldsmith 2007-04-11