SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Travis Boats & Motors, Inc.
(Name of Issuer)
AMENDMENT #1
Common Stock, Par Value $.01
(Title of Class of Securities)
894363100
(CUSIP Number)
Ronald Juvonen
Downtown Associates, L.L.C.
920 East Baltimore Pike
Kennett Square, Pennsylvania 19348
(610) 388-5920
(Name, address and telephone number of person
authorized to receive notices and communications)
February 19, 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 [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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.
* 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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).
<PAGE>
SCHEDULE 13D/A
CUSIP No. 894363100 Page 2 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Downtown Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 120,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
120,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
120,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.8%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 894363100 Page 3 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Downtown Associates III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 125,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
125,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
125,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 894363100 Page 4 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Downtown Associates, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC OO
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 125,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
125,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
125,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.9%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D/A
CUSIP No. 894363100 Page 5 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Sweet Water Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 24,600
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
24,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
24,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.6%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D/A
CUSIP No. 894363100 Page 6 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Phaedrus Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
7,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.2%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D/A
CUSIP No. 894363100 Page 7 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Juvonen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 276,900
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
276,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
276,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 894363100 Page 8 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip Timon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 325
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 132,300
9 SOLE DISPOSITIVE POWER
REPORTING 325
PERSON
WITH 10 SHARED DISPOSITIVE POWER
132,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
132,625
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.1%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 894363100 Page 9 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alfred Loomis, III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 276,900
9 SOLE DISPOSITIVE POWER
REPORTING 1,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
276,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
277,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
13D/A Page 10 of 22 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.01 par value per share
(the "Common Stock"), issued by Travis Boats & Motors, Inc., a Texas
corporation (the "Company"), whose principal executive offices are located at
5000 Plaza on the Lake, Suite 250, Austin, Texas 78746.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) Downtown Associates, L.P., a New
York limited partnership ("Downtown Associates"), with respect to shares of
Common Stock beneficially owned by it; (ii) Downtown Associates III, L.P., a
Delaware limited partnership ("Downtown III"), with respect to shares of
Common Stock beneficially owned by it; (iii) Downtown Associates, L.L.C., a
Delaware limited liability company ("Downtown LLC"), with respect to shares of
Common Stock beneficially owned by Downtown III; (iv) The Sweet Water Trust, a
Massachusetts charitable trust ("Sweet Water"), with respect to shares of
Common Stock beneficially owned by it; (v) The Phaedrus Foundation, a Delaware
non-profit, non-stock corporation ("Phaedrus"), with respect to shares of
Common Stock beneficially owned by it; (vi) Ronald Juvonen, with respect to
shares of Common Stock beneficially owned by Downtown Associates, Downtown
III, Sweet Water and Phaedrus; (vii) Philip Timon, with respect to shares of
Common Stock beneficially owned by him and by Downtown III and Phaedrus; and
(viii) Alfred Loomis, III, with respect to shares of Common Stock beneficially
owned by him and members of his immediate family and by Downtown Associates,
Downtown III, Sweet Water and Phaedrus. The foregoing persons are hereinafter
sometimes referred to collectively as the "Reporting Persons". Any
disclosures herein with respect to persons other than the Reporting Persons
are made on information and belief after making inquiry to the appropriate
party.
The general partners of Downtown Associates are Messrs. Juvonen and
Loomis. The general partner of Downtown III is Downtown LLC. Mr. Juvonen is
the managing member, and Messrs. Timon and Loomis are members, of Downtown
LLC.
(b) The business address of all Reporting Persons, except for Sweet
Water and Phaedrus, is 920 East Baltimore Pike, Kennett Square, Pennsylvania
19348. The business address of Sweet Water and Phaedrus is 36 West 44th
Street, New York, New York 10036.
(c) The principal business of Downtown Associates and Downtown III is
that of a private investment firm engaging in the purchase and sale of
securities for investment for its own account. The principal business
Downtown LLC is that of acting as the general partner of Downtown III. The
principal business of Sweet Water and Phaedrus is that of a charitable
organization engaging in the purchase and sale of securities for its own
account. The principal occupations of Mr. Juvonen are serving as general
partner of Downtown Associates, managing member of Downtown LLC and investment
adviser to Sweet Water and Phaedrus. The principal occupations of Mr. Timon
are serving as member of Downtown LLC and investment adviser to Phaedrus. The
principal occupations of Mr. Loomis are serving as general partner of Downtown
Associates, member of Downtown LLC and investment adviser to Sweet Water and
Phaedrus.
<PAGE>
Page 11 of 22 Pages
(d) None of the persons referred to in paragraph (a) above has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has, 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) Messrs. Juvonen, Timon and Loomis are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost (including commissions, if any) of the shares of
Common Stock held by Downtown Associates, Downtown III, Sweet Water and
Phaedrus is $1,562,557.50, $2,428,875.00, $287,627.50 and $84,279.00,
respectively. The net investment cost (excluding commissions) of the shares
of Common Stock owned directly by Messrs. Timon and Loomis and/or members of
their families are $3,737.50 and $17,000.00, respectively.
The shares of Common Stock purchased by Downtown Associates, Downtown
III, Sweet Water and Phaedrus were purchased with the investment capital of
the respective entities. The shares of Common Stock purchased by Messr.
Timon were purchased with his personal funds. The shares of Common Stock
purchased by Messr. Loomis were purchased with the funds of the Loomis
Foundation.
The shares of Common Stock beneficially owned by Downtown Associates,
and Downtown III are held in margin accounts maintained at Bear, Stearns &
Co. Inc., which accounts may from time to time have debit balances. The shares
of Common Stock beneficially owned by Sweetwater and Phaedrus are held in
non-margin accounts maintained at Bear, Stearns & Co., Inc. Since other
securities are held in such margin accounts, it is not possible to determine
the amounts, if any, of margin used with respect to the shares of Common
Stock purchased. The shares owned by Mr. Timon are held in an IRA account at
Kennedy Cabot. The shares owned by Mr. Loomis are held in
the Loomis Foundation at Brown Brothers Harriman & Company and/or are
beneficially owned by members of his immediate family. Currently, the
interest rate charged on such various margin accounts is approximately 7% per
annum.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Persons acquired the shares of Common Stock for investment
purposes, and the Reporting Persons intend to evaluate the performance of such
securities as an investment in the ordinary course of business. The Reporting
Persons pursue an investment objective that seeks capital appreciation. In
pursuing this investment objective, the Reporting Persons analyze the
operations, capital structure and markets of companies in which they invest,
including the Company, on a continuous basis through analysis of documentation
and discussions with knowledgeable industry and market observers and with
representatives of such companies (often at the invitation of management).
<PAGE>
Page 12 of 22 Pages
Each Reporting Person will continuously assess the Company's business,
financial condition, results of operations and prospects, general economic
conditions, the securities markets in general and those for the Company's
securities in particular, other developments and other investment
opportunities. Depending on such assessments, one or more of the Reporting
Persons may acquire additional shares of Common Stock or may determine to
sell or otherwise dispose of all or some of its holdings of shares of Common
Stock. Such actions will depend upon a variety of factors, including,
without limitation, current and anticipated future trading prices for such
Common Stock, the financial condition, results of operations and prospects of
the Company, alternate investment opportunities, and general economic,
financial market and industry conditions.
None of the Reporting Persons has any plans or proposals which relate
to, or could result in, any of the matters referred to in paragraphs (a)
through (j), inclusive, of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each person herein is based on
4,253,471 shares outstanding, which is the total number of shares of
Common Stock outstanding as of February 13, 1998, as reflected in
the Company's quarterly report on Form 10-Q filed with the Securities and
Exchange Commission (the "Commission") for the fiscal quarter ended
December 31, 1997 (which is the most recent Form 10-Q on file).
As of the close of business on February 19, 1998 :
(i) Downtown Associates owns beneficially 120,000 shares of
Common Stock, constituting approximately 2.8% of the shares outstanding.
(ii) Downtown III owns beneficially 125,000 shares of
Common Stock, constituting approximately 2.9% of the shares outstanding.
(iii) Downtown LLC owns directly no shares of Common Stock. By
reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the "Act"), Downtown LLC may be deemed to own beneficially
125,000 shares (constituting approximately 2.9% of the shares
outstanding) held by Downtown III.
(iv) Sweet Water owns beneficially 24,600 shares of Common
Stock, constituting approximately 0.6% of the shares outstanding.
(v) Phaedrus owns beneficially 7,300 shares of Common
Stock, constituting approximately 0.2% of the shares outstanding.
(vi) Mr. Juvonen directly owns no shares of Common Stock. By
reason of the provisions of Rule 13d-3 of the Act, he may be deemed to
beneficially own the 120,000 shares beneficially owned by Downtown Associates,
the 125,000 shares beneficially owned by Downtown III, the
24,600 shares beneficially owned by Sweet Water, and the
7,300 shares beneficially owned by Phaedrus. Such shares total
276,900 shares of Common Stock, constituting approximately
6.5% of the shares outstanding.
<PAGE>
Page 13 of 22 Pages
(vii) Mr. Timon owns beneficially 325 shares of Common Stock,
constituting approximately .01% of the shares outstanding. By reason of the
provisions of Rule 13d-3 of the Act, he may be deemed to beneficially own the
125,000 shares beneficially owned by Downtown III and the
7,300 shares beneficially owned by Phaedrus. Such shares total
132,300 shares of Common Stock, constituting approximately 3.1%
of the shares outstanding.
(viii) Mr. Loomis owns beneficially 1,000 shares of Common Stock,
constituting approximately .02% of the shares outstanding. By reason of the
provisions of Rule 13d-3 of the Act, he may be deemed to beneficially own the
120,000 shares beneficially owned by Downtown Associates, the
125,000 shares beneficially owned by Downtown III, the 24,600
shares beneficially owned by Sweet Water and the 7,300 shares
beneficially owned by Phaedrus. Such shares total 276,900 shares
of Common stock, constituting approximately 6.5% of the shares
outstanding.
(ix) In the aggregate, the Reporting Persons beneficially own a
total of 278,225 shares of Common Stock, constituting approximately
6.5% of the shares outstanding.
(b) Downtown Associates has the power to dispose of and the power to
vote the shares of Common Stock beneficially owned by it, which power may be
exercised by its general partners, Messrs. Juvonen and Loomis. Downtown III
has the power to dispose of and the power to vote the shares of Common Stock
beneficially owned by it, which power may be exercised by its general partner,
Downtown LLC. Such power may be exercised by Mr. Juvonen, as the managing
member of Downtown LLC, and Messrs. Timon and Loomis, as members thereof.
Sweet Water has the power to dispose of and the power to vote the shares of
Common Stock beneficially owned by it, which power may be exercised by its
investment advisers, Messrs. Juvonen and Loomis. Phaedrus has the power to
dispose of and the power to vote the shares of Common Stock beneficially owned
by it, which power may be exercised by its investment advisers, Messrs.
Juvonen, Timon and Loomis. Mr. Timon and Mr. Loomis have the sole power to
vote and dispose of the shares owned directly by each of them and/or by
members of their immediate family.
(c) The trading dates, number of shares of Common Stock
purchased or sold and price per share for all transactions in the Common Stock
from the 60th day prior to February 9, 1998 until February 19, 1998 by
Downtown Associates, Downtown III, Sweet Water, Phaedrus and Mr. Loomis are
set forth in Schedules A, B, C, D and E, respectively. Such transactions were
open market transactions (except as otherwise indicated).
(d) No person other than each respective record owner of shares
of Common Stock referred to herein is known to have the right to receive or
the power to direct the receipt of dividends from or the proceeds of sale of
such shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 hereof or between such
<PAGE>
Page 14 of 22 Pages
persons and any other person with respect to any securities of the Company
including but not limited to transfer or voting of any other securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is being filed with this Schedule:
Exhibit 1 A written agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) of the Act.
<PAGE>
Page 15 of 22 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: February 19, 1998 /s/ Ronald Juvonen,
RONALD JUVONEN, individually
and as general partner of
Downtown Associates, L.P., on
behalf of DOWNTOWN ASSOCIATES, L.P.
/s/ Ronald Juvonen,
Ronald Juvonen, as managing member of
Downtown Associates, L.L.C., on
behalf of DOWNTOWN ASSOCIATES III, L.P.
/s/ Ronald Juvonen,
Ronald Juvonen, as managing member
of Downtown Associates, L.L.C., on
behalf of DOWNTOWN ASSOCIATES, L.L.C.
/s/ Ronald Juvonen,
Ronald Juvonen, as investment adviser
to The Sweet Water Trust and
The Phaedrus Foundation, on
behalf of THE SWEET WATER TRUST and
THE PHAEDRUS FOUNDATION
/s/ Philip Timon,
PHILIP TIMON, individually
and as investment adviser to
The Phaedrus Foundation, on
behalf of THE PHAEDRUS FOUNDATION
/s/ Alfred Loomis, III,
ALFRED LOOMIS, III, individually
and as general partner of Downtown
Associates, L.P., on behalf of DOWNTOWN
ASSOCIATES, L.P.
/s/ Alfred Loomis, III,
Alfred Loomis, III, as investment
adviser to The Sweet Water Trust and
The Phaedrus Foundation, on
behalf of THE SWEET WATER TRUST and
THE PHAEDRUS FOUNDATION
<PAGE>
Page 16 of 22 Pages
Schedule A
Downtown Associates, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) commissions, if any)
__________________________________________________________________________
07/14/97 1,000 $14.5300
<PAGE>
Page 17 of 22 Pages
Schedule B
Downtown Associates III, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) commissions, if any)
__________________________________________________________________________
09/09/97 75,000 $16.8850
2/19/98 50,000 $23.2500
<PAGE>
Page 18 of 22 Pages
Schedule C
The Sweet Water Trust
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) commissions, if any)
__________________________________________________________________________
07/14/97 3,000 $14.5300
07/15/97 900 $14.2800
1/9/98 (3,800) $24.8125
<PAGE>
Page 19 of 22 Pages
Schedule D
The Phaedrus Foundation
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) commissions, if any)
__________________________________________________________________________
07/14/97 1,000 $14.5300
1/9/98 (1,200) $24.8125
<PAGE>
Page 20 of 22 Pages
Schedule E
Alfred Loomis, III
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) commissions, if any)
__________________________________________________________________________
09/10/97 1,000 $17.0000
<PAGE>
Page 21 of 22 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)1
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D, as amended, is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13D, as amended,
shall be filed on behalf of each of the undersigned without the necessity of
filing additional joint acquisition statements. The undersigned acknowledge
that each shall be responsible for the timely filing of such amendments, and
for the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that he
or it knows or has reason to believe that such information is inaccurate.
DATED: February 19, 1998 /s/ Ronald Juvonen,
RONALD JUVONEN, individually
and as general partner of
Downtown Associates, L.P., on
behalf of DOWNTOWN ASSOCIATES, L.P.
/s/ Ronald Juvonen,
Ronald Juvonen, as managing member
of Downtown Associates, L.L.C., on
behalf of DOWNTOWN ASSOCIATES III, L.P.
/s/ Ronald Juvonen,
Ronald Juvonen, as managing member
of Downtown Associates, L.L.C., on
behalf of DOWNTOWN ASSOCIATES, L.L.C.
/s/ Ronald Juvonen,
Ronald Juvonen, as investment adviser
to The Sweet Water Trust and
The Phaedrus Foundation, on
behalf of THE SWEET WATER TRUST and
THE PHAEDRUS FOUNDATION
/s/ Philip Timon,
PHILIP TIMON, individually
and as investment adviser to
The Phaedrus Foundation, on
behalf of THE PHAEDRUS FOUNDATION
<PAGE>
Page 22 of 22 Pages
/s/ Alfred Loomis, III,
ALFRED LOOMIS, III, individually
and as general partner of Downtown
Associates, L.P., on behalf of DOWNTOWN
ASSOCIATES, L.P.
/s/ Alfred Loomis, III,
Alfred Loomis, III, as investment
adviser to The Sweet Water Trust and
The Phaedrus Foundation, on
behalf of THE SWEET WATER TRUST and
THE PHAEDRUS FOUNDATION
