SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Crawford & Company
(Name of Issuer)
Class B Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
22463320
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 19, 1997
(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 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
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).
**The total number of shares reported herein is 1,614,050 shares, which
constitutes approximately 6.3% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 25,511,224 shares
outstanding.
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<PAGE>
1. Name of Reporting Person:
Trinity I Fund, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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
7. Sole Voting Power: 614,572 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 614,572 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
614,572 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, TF Investors, L.P.
(2) Solely in its capacity as the sole stockholder of Portfolio Associates,
Inc., which is the sole general partner of Portfolio F Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
TF Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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
7. Sole Voting Power: 614,572 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 614,572 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
614,572 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
(2) Solely in its capacity as the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio F Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Trinity Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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
7. Sole Voting Power: 614,572 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 614,572 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
614,572 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as the sole general partner of TF Investors, L.P.,
which is the sole general partner of Trinity I Fund, L.P., which is the
sole stockholder of Portfolio Associates, Inc., which is the sole general
partner of Portfolio F Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Thomas M. Taylor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 614,572 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 614,572 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
614,572 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President and sole stockholder of Trinity
Capital Management, Inc., which is the sole general partner of TF
Investors, L.P., which is the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio F Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio F Investors, L.P.
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
7. Sole Voting Power: 614,572 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 614,572 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
614,572
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio Associates,
Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio Associates, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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
7. Sole Voting Power: 614,572 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 614,572 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
614,572 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio F
Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 164,570 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 164,570 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
164,570
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: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass
<PAGE>
<PAGE>
1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 164,570 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 164,570 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
164,570 (1)
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: IN
- ----------
(1) Solely in his capacities as sole trustee and as one of two trustors of The
Bass Management Trust.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Nancy L. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
164,570 (1)
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: IN
- ----------
(1) Solely in her capacity as one of two trustors of The Bass Management Trust
and by virtue of her power to revoke same.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 164,570 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 164,570 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
164,570
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: 00 - Trust
- ----------
(1) Power is exercised through one of its trustees, Sid R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 164,570 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 164,570 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
164,570 (1)
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: IN
- ----------
(1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass
Management Trust and by virtue of his power to revoke same.
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<PAGE>
1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 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: USA
7. Sole Voting Power: 164,554
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 164,554
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
164,554
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: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
Wesley Guylay Capital Management
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: Texas
7. Sole Voting Power: 505,784 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 505,784 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
505,784
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.0%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Wesley Richard Guylay.
<PAGE>
1. Name of Reporting Person:
Wesley Richard Guylay
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 505,784 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 505,784 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
505,784 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.0%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as the sole general partner of Wesley Guylay
Capital Management.
<PAGE>
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated July 12, 1996,
(the "Schedule 13D"), relating to the Class B Common Stock, par value $1.00 per
share (the "Stock"), of Crawford & Company. Unless otherwise indicated, all
defined terms used herein shall have the same meanings respectively ascribed to
them in the Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
TIF Not Applicable Not Applicable
TFI Not Applicable Not Applicable
TCM Not Applicable Not Applicable
TMT Not Applicable Not Applicable
PFI Working Capital (1) $ 8,230,626.16
PA Not Applicable Not Applicable
BMT Trust Funds (2) $ 2,289,650.51
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
SRBMT Trust Funds (2) $ 2,289,401.17
SRB Not Applicable Not Applicable
LMB Personal Funds (3) $ 2,289,456.64
WGCM Working Capital (1) $ 5,384,046.66
WRG Not Applicable Not Applicable
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Stock.
(2) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(3) As used herein, the term "Personal Funds" may include sums borrowed
from banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Stock.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
TIF
Because of its position as the sole stockholder of PA, which is the sole
general partner of PFI, TIF may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 614,572 shares of the Stock, which constitutes
approximately 2.4% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is the
sole stockholder of PA, which is the sole general partner of PFI, TFI may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
614,572 shares of the Stock, which constitutes approximately 2.4% of the
outstanding shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is the
sole general partner of TIF, which is the sole stockholder of PA, which is the
sole general partner of PFI, TCM may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 614,572 shares of the Stock, which
constitutes approximately 2.4% of the outstanding shares of the Stock.
TMT
Because of his position as the President and sole stockholder of TCM,
which is the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole stockholder of PA, which is the sole general partner of
PFI, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 614,572 shares of the Stock, which constitutes approximately 2.4% of
the outstanding shares of the Stock.
PFI
The aggregate number of shares of the Stock that PFI owns beneficially,
pursuant to Rule 13d-3 of the Act, is 614,572, which constitutes approximately
2.4% of the outstanding shares of the Stock.
PA
Because of its position as the sole general partner of PFI, PA may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
614,572 shares of the Stock, which constitutes approximately 2.4% of the
outstanding shares of the Stock.
BMT
The aggregate number of shares of the Stock that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 164,570, which constitutes approximately
0.6% of the outstanding shares of the Stock.
PRB
Because of his positions as sole trustee and as a trustor of BMT, PRB
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
164,570 shares of the Stock, which constitutes approximately 0.6% of the
outstanding shares of the Stock.
NLB
Because of her position as a trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 164,570 shares of the
Stock, which constitutes approximately 0.6% of the outstanding shares of the
Stock.
SRBMT
The aggregate number of shares of the Stock that SRBMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 164,570, which constitutes
approximately 0.6% of the outstanding shares of the Stock.
SRB
Because of his positions as a trustee and the sole trustor of SRBMT and
by virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 164,570 shares of the Stock, which
constitutes approximately 0.6% of the outstanding shares of the Stock.
LMB
The aggregate number of shares of the Stock that LMB owns beneficially,
pursuant to Rule 13d-3 of the Act, is 164,554, which constitutes approximately
0.6% of the outstanding shares of the Stock.
WGCM
The aggregate number of shares of the Stock that WGCM owns beneficially,
pursuant to Rule 13d-3 of the Act, is 505,784, which constitutes approximately
2.0% of the outstanding shares of the Stock.
WRG
Because of his position as the sole general partner of WGCM, WRG may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
505,784 shares of the Stock, which constitutes approximately 2.0% of the
outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
TIF
As the sole stockholder of PA, which is the sole general partner of PFI,
TIF has the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 614,572 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole stockholder of PA,
which is the sole general partner of PFI, TFI has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 614,572 shares
of the Stock.
TCM
As the sole general partner of TFI, which is the sole general partner
of TIF, which is the sole stockholder of PA, which is the sole general partner
of PFI, TCM has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 614,572 shares of the Stock.
TMT
As the President and sole stockholder of TCM, which is the sole general
partner of TFI, which is the sole general partner of TIF, which is the sole
stockholder of PA, which is the sole general partner of PFI, TMT has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 614,572 shares of the Stock.
PFI
Acting through its sole general partner, PFI has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 614,572
shares of the Stock.
PA
As the sole general partner of PFI, PA has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 614,572 shares
of the Stock.
BMT
Acting through its Trustee, BMT has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 164,570 shares of the
Stock.
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 164,570 shares
of the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
SRBMT
Acting through one of its Trustees and its sole Trustor, SRBMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 164,570 shares of the Stock.
SRB
Because of his position as a Trustee and the sole Trustor of SRBMT and
by virtue of his power to revoke same, SRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 164,570 shares
of the Stock.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 164,554 shares of the Stock.
WGCM
Acting through its sole general partner, WGCM has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 505,784
shares of the Stock.
WRG
Because of his position as the sole general partner of WGCM, WRG has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 505,784 shares of the Stock.
(c) During the past 60 days, the Reporting Persons have purchased
shares of the Stock in transactions on the New York Stock Exchange, as follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED SHARE
PFI 11/06/97 1,000 $21.40
PFI 12/04/97 6,200 21.21
PFI 12/05/97 2,500 21.50
PFI 12/08/97 4,000 22.29
PFI 12/19/97 25,700 20.56
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock during the
past 60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the
Stock owned by such Reporting Person.
(e) Not Applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii), previously filed.
<PAGE>
<PAGE>
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: December 22, 1997
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
PORTFOLIO F INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
/s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
THOMAS M. TAYLOR (1)
THE BASS MANAGEMENT TRUST (2)
PERRY R. BASS (3)
NANCY LEE BASS (4)
SID R. BASS MANAGEMENT TRUST (5)
SID R. BASS (6)
LEE M. BASS (7)
/s/ Wesley Richard Guylay
Wesley Richard Guylay,
Individually and as Sole General Partner
of Wesley Guylay Capital Management
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf
of Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf
of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf
of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf
of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(7) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(f)(1)(iii),
previously filed.
