X0202 3 2005-07-21 0 0001041866 BEI TECHNOLOGIES INC BEIQ 0000923734 SCHNEIDER ELECTRIC SA 43-45 BOULEVARD FRANKLIN ROOSEVELT B.P. 236 RUEIL MALMAISON CEDEX I0 92504 FRANCE 0 0 1 0 0001334711 Beacon Purchaser CORP 1415 SOUTH ROSELLE ROAD PALATINE IL 60067-7399 0 0 1 0 Common Stock, par value $.001 per share 3116102 I See footnotes Options to purchase 16.203 2005-07-21 Common Stock, par value $.001 per share 89656 I See footnotes Amount reported represents 3,116,102 outstanding shares of common stock of BEI Technologies, Inc. ("BEI"), including 201,783 shares of unvested restricted stock with voting rights, beneficially owned in the aggregate, as of July 21, 2005, by (i) Charles Crocker, (ii) Asad Madni and (iii) John LaBoskey (collectively, the "Shareholders"), as represented and warranted in the Transaction Support Agreements entered into by such persons in connection with the Agreement and Plan of Merger dated July 21, 2005 by among the Reporting Persons and BEI (the "Merger Agreement"). Pursuant to the Transaction Support Agreements, each of the Shareholders has entered into a voting agreement with the Reporting Persons in connection with certain matters relating to the transactions set forth in the Merger Agreement and granted a proxy to Schneider Electric SA to vote (and otherwise act with respect to all such Shareholder's shares) in accordance with such voting obligations. Pursuant to the Transaction Support Agreement with Mr. Crocker (the "Crocker Support Agreement"), if the Merger Agreement is terminated in specified circumstances as set forth therein, Mr. Crocker is obligated to pay to the Profit Amount (as set forth below) with respect to any sale or other disposition of BEI shares held by Mr. Crocker in his individual capacity, or 1,930,696 shares as of July 21, 2005, taking place within the one year period following such termination of the Merger Agreement. The "Profit Amount" equals one half of any amount which Mr. Crocker (or any permitted transferee under the Crocker Support Agreement) realizes on any such disposition of shares in excess of the aggregate consideration which Mr. Crocker (or such permitted transferee) would have earned on such shares pursuant to the transactions contemplated by the Merger Agreement, including any amendment thereto. 1,930,696 shares represents 12.89% of the 14,978,324 shares of BEI common stock issued and outstanding as of July 19, 2005, as represented and warranted by BEI in the Merger Agreement. While the Reporting Persons may be deemed to have shared power to vote such shares of BEI common stock with respect to the limited matters set forth in the Transaction Support Agreements, each of the Reporting Persons however expressly disclaims any beneficial ownership of the shares of BEI common stock or other securities that are covered by the Transaction Support Agreements. In addition, while the Reporting Persons may be deemed to have a "pecuniary interest" in the securities owned by Mr. Crocker in his individual capacity, each of the Reporting Persons however expressly disclaims any "pecuniary interest" in such securities. The inclusion of any securities in this report shall not be deemed to be an admission that the Reporting Persons have beneficial ownership of such securities or any pecuniary interest in such securities for purposes of the Exchange Act, as amended, or for any other purposes. Not applicable. Amount reported represents 89,656 shares of Common Stock that are issuable pursuant to the exercise of stock options and acquirable within 60 days of July 21, 2005 beneficially owned in the aggregate, as of July 21, 2005, by the Shareholders as represented and warranted in the Transaction Support Agreements. Based on the weighted average exercise price of listed derivative securities. By: /s/ Juan Pedro Salazar; Name: Juan Pedro Salazar; Title: Authorized Person for Schneider Electric S.A. 2005-07-29 By: /s/ Juan Pedro Salazar; Name: Juan Pedro Salazar; Title: Vice President of Beacon Power Coporation 2005-07-29