SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
CRSS, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
126270107
(Cusip Number)
J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 26, 1994
(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
[X].
*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 812,700 shares,
which constitutes approximately 6.3% of the total number of shares
outstanding. All ownership percentages set forth herein assume
that there are 12,964,120 shares outstanding.<PAGE>
<PAGE>
1. Name of Reporting Person:
Alpine Capital, 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: Texas
7. Sole Voting Power: 812,700 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 812,700 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
812,700
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.3%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, Robert W.
Bruce III and Algenpar, Inc.<PAGE>
<PAGE>
1. Name of Reporting Person:
Robert W. Bruce III
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: 812,700 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 812,700 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
812,700 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.3%
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as one of two general partners of
Alpine Capital, L.P.<PAGE>
<PAGE>
1. Name of Reporting Person:
Algenpar, 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: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 812,700 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 812,700 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
812,700 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.3%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as one of two general partners of
Alpine Capital, L.P.<PAGE>
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
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: 812,700 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 812,700 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
812,700 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.3%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole stockholder of
Algenpar, Inc., which is one of two general partners of Alpine
Capital, L.P.<PAGE>
<PAGE>
Item 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value
$1.00 per share (the "Stock"), of CRSS, Inc. (the "Issuer"). The
principal executive offices of the Issuer are located at 1177 West
Loop South, Suite 800, Houston, Texas 77027.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of
the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended (the "Act"), the undersigned hereby file this
Schedule 13D Statement on behalf of Alpine Capital, L.P., a Texas
limited partnership ("Alpine"), Robert W. Bruce III ("Bruce"),
Algenpar, Inc., a Texas corporation ("Algenpar"), and J. Taylor
Crandall ("Crandall"). Alpine, Bruce, Algenpar and Crandall are
sometimes hereinafter collectively referred to as the "Reporting
Persons." The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within
the meaning of Section 13(d)(3) of the Act, although neither the
fact of this filing nor anything contained herein shall be deemed
to be an admission by the Reporting Persons that a group exists.
(b) - (c)
ALPINE
Alpine is a Texas limited partnership, the principal business
of which is the purchase, sale, exchange, acquisition and holding
of investment securities. The principal business address of
Alpine, which also serves as its principal office, is 201 Main
Street, Suite 3100, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect
to Bruce and Algenpar, the two general partners of Alpine, is set
forth below.
BRUCE
Bruce's principal occupation or employment is serving as a
principal of The Robert Bruce Management Co., Inc. ("Bruce
Management"). Bruce's residence address is 934 Weed Street, New
Canaan, Connecticut 06840.
Bruce Management is a New York corporation, the principal
business of which is providing consulting services and rendering
investment advice to Alpine. The principal business address of
Bruce Management, which also serves as its principal office, is
P.O. Box 252, South Salem, New York 10590.
ALGENPAR
Algenpar is a Texas corporation, the principal business of
which is serving as one of two general partners of Alpine. The
principal business address of Algenpar, which also serves as its
principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas
76102.
CRANDALL
Crandall's principal occupation or employment is serving as
Vice President-Finance of Keystone, Inc. ("Keystone"). Crandall's
business address is 201 Main Street, Suite 3100, Fort Worth, Texas
76102.
Keystone is a Texas corporation, the principal businesses of
which are investment in marketable securities, real estate
investment and development, ownership and operation of oil and gas
properties (through Bass Enterprises Production Co. ["BEPCO"]), the
ownership and operation of gas processing plants and carbon black
plants (through various partnerships) and the ownership of
interests in entities engaged in a wide variety of businesses
including cable television and information services. The principal
business address of Keystone, which also serves as its principal
office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76012.
BEPCO is a Texas corporation, the principal business of which
is oil exploration and drilling and producing hydrocarbons. The
principal business address of BEPCO, which also serves as its
principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas
76102.
(d) None of the entities or persons identified in this Item
2 has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item
2 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) All of the natural persons identified in this Item 2 are
citizens of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Alpine Working Capital(1) $9,082,619.50
Bruce Not Applicable Not Applicable
Algenpar Not Applicable Not Applicable
Crandall 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.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the Stock
reported herein for investment purposes. Depending on market
conditions and other factors that each of the Reporting Persons may
deem material to its investment decision, such Reporting Person may
purchase additional shares of Stock in the open market or in
private transactions. Depending on these same factors, such
Reporting Person may sell all or a portion of the shares of the
Stock on the open market or in private transactions.
Except as set forth in this Item 4, the Reporting Persons have
no present plans or proposals that relate to or that would result
in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
ALPINE
The aggregate number of shares of the Stock that Alpine owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is
812,700, which constitutes approximately 6.3% of the outstanding
shares of the Stock.
BRUCE
Because of his position as one of two general partners of
Alpine, Bruce may, pursuant to Rule 13d-3 of the Act, be deemed to
be the beneficial owner of 812,700 shares of the Stock, which
constitutes approximately 6.3% of the outstanding shares of the
Stock.
ALGENPAR
Because of its position as one of two general partners of
Alpine, Algenpar may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 812,700 shares of the Stock, which
constitutes approximately 6.3% of the outstanding shares of the
Stock.
CRANDALL
Because of his positions as President and sole stockholder of
Algenpar, one of two general partners of Alpine, Crandall may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 812,700 shares of the Stock, which constitutes
approximately 6.3% 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)
ALPINE
Acting through its two general partners, Alpine has the sole
power to vote or to direct the vote and to dispose or to direct
the disposition of 812,700 shares of the Stock.
BRUCE
As one of two general partners of Alpine, Bruce has shared
power to vote or to direct the vote and to dispose or to direct
the disposition of 812,700 shares of the Stock.
ALGENPAR
As one of two general partners of Alpine, Algenpar has shared
power to vote or to direct the vote and to dispose or to direct
the disposition of 812,700 shares of the Stock.
CRANDALL
As the President and sole stockholder of Algenpar, which is
one of two general partners of Alpine, Crandall has shared power
to vote or to direct the vote and to dispose or to direct the
disposition of 812,700 shares of the Stock.
(c) During the past sixty days, the Reporting Persons have
purchased shares of the Stock in open market transactions on the
New York Stock Exchange, as follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED SHARE
Alpine 09-06-94 8,500 $10.68
Alpine 09-07-94 4,800 10.71
Alpine 09-08-94 10,000 11.05
Alpine 09-09-94 1,800 10.93
Alpine 09-12-94 11,100 10.80
Alpine 09-13-94 8,200 10.68
Alpine 09-13-94 5,300 10.80
Alpine 09-14-94 5,000 11.05
Alpine 09-15-94 1,300 11.30
Alpine 09-16-94 11,400 11.76
Alpine 09-19-94 20,000 11.55
Alpine 09-20-94 25,000 11.30
Alpine 09-21-94 5,000 11.30
Alpine 09-22-94 57,000 11.45
Alpine 09-26-94 45,500 11.80
Alpine 09-28-94 10,000 11.55
Alpine 09-29-94 2,800 11.44
Alpine 10-03-94 500 11.56
Alpine 10-04-94 4,600 11.56
Alpine 10-05-94 9,100 11.38
Alpine 10-06-94 3,300 11.19
Alpine 10-10-94 2,800 11.19
Alpine 10-11-94 3,900 11.44
Alpine 10-12-94 35,900 11.61
Alpine 10-14-94 7,600 11.00
Alpine 10-20-94 10,000 10.99
Alpine 10-21-94 6,600 10.86
Alpine 10-26-94 64,300 11.05
Alpine 10-27-94 92,000 11.05
Alpine 10-28-94 37,800 11.05
Alpine 10-31-94 5,900 11.05
Alpine 11-01-94 3,200 11.05
Alpine 11-02-94 10,600 11.05
Alpine 11-04-94 4,600 11.05
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 the 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 Stock owned by such Reporting Person.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibit filed or to be
filed herewith, there are no contracts, arrangements,
understandings or relationships with respect to the Stock owned
by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
<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: November 4, 1994
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Agreement pursuant to Rule
13d-1(f)(1)(iii), filed herewith
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agrees that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth below.
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
