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CUSIP No. 068221100	13D/A	Page 2 of 9

 

(1)           The Co-Personal Representatives of the Estate are Alexander Kinzler and Ruth Kinzler. Pursuant to the will of Morton Kinzler, Mr. Alexander Kinzler has the right to vote the shares of Common Stock held by the Estate, after consultation with Ruth Kinzler.

(2)           Based on 8,277,160 shares of Common Stock of the Company outstanding as of December 1, 2018, as represented in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2018.

 

 

Explanatory Note

 This filing constitutes Amendment No. 4 to the Schedule 13D (this "Amendment") relating to the common stock, par value $0.50 per share (the "Common Stock"), of Barnwell Industries, Inc., a Delaware corporation, and hereby amends the Schedule 13D/A filed with the Securities and Exchange Commission on August 17, 2018 (the "Prior Amendment"), to furnish the additional information set forth herein.  On August 9, 2018, Alexander Kinzler was appointed as Co-Personal Representative of the Estate of Morton Kinzler (the "Estate"), in accordance with the terms of the will of Morton Kinzler. This Amendment is being filed to correct the number of shares of Common Stock beneficially owned by the Estate reported in the Prior Amendment. At the time Mr. Kinzler was appointed Co-Personal Representative of the Estate, the Estate beneficially owned 1,152,037 shares of Common Stock, not 1,357,560 shares as reported in the Prior Amendment. As a result of being named Co-Personal Representative of the Estate, Mr. Kinzler acquired indirect beneficial ownership of an additional 1,152,037 shares of Common Stock.  Accordingly, Mr. Kinzler and the Estate are filing this statement with the Securities and Exchange Commission on Schedule 13D/A pursuant to Section 13(d) of the Act.

Item 2.  Identity and Background.

 (a)  The name of the reporting persons are Alexander C. Kinzler and the Estate of Morton Kinzler.

 

(b)  Mr. Kinzler's business address is c/o Barnwell Industries, Inc., 1100 Alakea Street, Suite 2900, Honolulu, Hawaii 96813. The Estate's business address is c/o John C. Moran, Gunster, 777 South Flagler Drive, Suite 500 East, West Palm Beach, FL 33401-6194.

 

(c)  Mr. Kinzler is President and CEO of the Company. The Estate was organized upon the death of Morton Kinzler.

 

(d)  Neither Mr. Kinzler nor the Estate have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

 

(e)  Neither Mr. Kinzler nor the Estate have, during the last five years, been a 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.

 

(f)  Mr. Kinzler is a citizen of the United States. The Estate was created under the laws of the State of Florida upon the death of Morton Kinzler.

Item 3.  Source or Amount of Funds or Other Consideration.

On August 9, 2018, Mr. Kinzler was appointed as a Co-Personal Representative of the Estate, in accordance with the terms of the will of Morton Kinzler. As a result such appointment, Mr. Kinzler is charged with collecting and distributing the assets of the Estate, including the 1,152,037 shares of Common Stock held by the Estate.  Accordingly, indirect beneficial ownership may be attributable to Mr. Kinzler with respect to the 1,152,037 shares of Common Stock held by the Estate.

Item 4.  Purpose of Transaction.

 Mr. Kinzler is President and CEO of the Company.  Mr. Kinzler held 326,000 shares of Common Stock in his own name prior to his acquisition of indirect beneficial ownership of an additional 1,152,037 shares of Common through his appointment as Co-Personal Representative of the Estate (as disclosed in Item 3).   Mr. Kinzler also has indirect beneficial ownership of 3,000 shares of Common Stock owned by his children. Mr. Kinzler also holds currently exercisable options to acquire 125,000 shares of Common Stock.

Mr. Kinzler may, from time to time, acquire additional shares of Common Stock for investment purposes if market conditions are favorable.  Mr. Kinzler may also dispose of some or all of the shares of Common Stock that he beneficially owns.

 Except as set forth in this Item 4, Mr. Kinzler has no other plans or proposals with respect to the Company, including any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

(a)  Mr. Kinzler may be deemed to beneficially own 1,606,037 shares of Common Stock, which includes (i) 326,000 shares of Common Stock held directly by Mr. Kinzler, (ii) 1,152,037 shares of Common Stock held by the Estate, of which Mr. Kinzler disclaims beneficial ownership, (iii) 3,000 shares of Common Stock owned by Mr. Kinzler's children, of which Mr. Kinzler disclaims beneficial ownership and (iv) currently exercisable options to acquire 125,000 shares of Common Stock.  The foregoing 1,606,037 shares of Common Stock represent approximately 19.23% of the Company's outstanding Common Stock (based on 8,277,160 shares of Common Stock of the Company outstanding as of December 1, 2018, as represented in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2018, plus Mr. Kinzler's currently exercisable options to acquire 125,000 shares of Common Stock).  The Estate beneficially owns 1,152,037 shares of Common Stock, which represents approximately 13.92% of the Company's outstanding Common Stock (based on 8,277,160 shares of Common Stock of the Company outstanding as of December 1, 2018, as represented in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2018).

 

(b)  For Mr. Kinzler, see Items 7-10 on his Cover Page for information on voting and dispositive power with respect to the shares of Common Stock disclosed in Item 5(a). For the Estate, see Items 7-10 on its Cover Page for information on voting and dispositive power with respect to the shares of Common Stock disclosed in Item 5(a).

 

(c)  For Mr. Kinzler, see Item 3 for information on transactions with respect to the Common Stock during the past sixty days or since the date on which Mr. Kinzler last filed an amendment to this Schedule 13D.  For the Estate, see Item 3 for information on transactions with respect to the Common Stock during the past sixty days.

 

(d)  For Mr. Kinzler, none, except for 3,000 shares of Common Stock owned by Mr. Kinzler's children disclosed in Item 5(a).  For the Estate, none, except that Mr. Kinzler is charged with collecting and distributing the assets of the Estate.

 

(e)  Not applicable for either Mr. Kinzler or the Estate.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Mr. Kinzler and the Estate are parties to an agreement with respect to the joint filing of this Schedule 13D/A and any amendments thereto. A copy of such agreement is attached as Exhibit 99.1 to this Schedule 13D/A and is incorporated by reference herein

Item 7.  Material to Be Filed as Exhibits.

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.