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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Name of Issuer: Triarc Companies, Inc.
Title of Class of Securities: Class A Common Stock,Par Value $.10
CUSIP Number: 895927101
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Arthur Goetchius
300 Park Avenue, 21st Fl., New York, NY 10022 (212) 755-9395
(Date of Event which Requires Filing of this Statement)
February 1, 1996
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 line if a fee is being paid with this
statement X. (A fee is not required only if the filing 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
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 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
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be subject to all other provisions of the Act (however, see the
Notes).
2
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CUSIP No. 895927101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
EGS Associates, 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 if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
0
8. Shared Voting Power
343,946
9. Sole Dispositive Power
0
10. Shared Dispositive Power
343,946
3
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
343,946
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
1.44%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
4
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CUSIP No. 895927101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
EGS Partners, L.L.C.
2. Check the appropriate box if a member of a group
a.
b.X
3. SEC Use Only
4. SOURCE OF FUNDS
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
0
8. Shared Voting Power
816,002
9. Sole Dispositive Power
0
10. Shared Dispositive Power
816,002
5
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
816,002
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
3.41%
14. Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
6
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CUSIP No. 895927101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bev Partners, 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 if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
0
8. Shared Voting Power
185,848
9. Sole Dispositive Power
0
10. Shared Dispositive Power
185,848
7
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
185,848
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
.78%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
8
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CUSIP No. 895927101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jonas Partners, 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 if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
0
8. Shared Voting Power
19,997
9. Sole Dispositive Power
0
10. Shared Dispositive Power
19,997
9
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
19,997
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
.08%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
10
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CUSIP No. 895927101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William Ehrman
2. Check the appropriate box if a member of a group
a.
b.X
3. SEC Use Only
4. SOURCE OF FUNDS
AF PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
55,150
8. Shared Voting Power
1,365,793
9. Sole Dispositive Power
55,150
10. Shared Dispositive Power
1,404,943
11
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,460,093
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.10%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
12
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CUSIP No. 895927101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Frederic Greenberg
2. Check the appropriate box if a member of a group
a.
b.X
3. SEC Use Only
4. SOURCE OF FUNDS
AF PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
2,000
8. Shared Voting Power
1,365,793
9. Sole Dispositive Power
2,000
10. Shared Dispositive Power
1,368,793
13
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,370,793
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
5.73%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
14
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CUSIP No. 895927101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Frederick Ketcher
2. Check the appropriate box if a member of a group
a.
b.X
3. SEC Use Only
4. SOURCE OF FUNDS
AF PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
23,600
8. Shared Voting Power
1,366,893
9. Sole Dispositive Power
23,600
10. Shared Dispositive Power
1,366,893
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,390,493
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
5.81%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
16
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CUSIP No. 895927101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jonas Gerstl
2. Check the appropriate box if a member of a group
a.
b.X
3. SEC Use Only
4. SOURCE OF FUNDS
AF PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
0
8. Shared Voting Power
1,368,293
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,376,793
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,376,793
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
5.76%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
18
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CUSIP No. 895927101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James McLaren
2. Check the appropriate box if a member of a group
a.
b.X
3. SEC Use Only
4. SOURCE OF FUNDS
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
0
8. Shared Voting Power
1,365,793
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,365,793
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,365,793
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
5.71%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
20
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Class A common stock, $.10
par value (the "Common Stock"), issued by Triarc Companies,
Inc., a Delaware corporation (the "Company"), whose principal
executive offices are 900 Third Avenue, New York, NY 10022.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by (i) EGS Associates, L.P., a
Delaware limited partnership ("EGS Associates"), with respect
to shares of Common Stock beneficially owned by it, (ii) EGS
Partners, L.L.C., a Delaware limited liability company ("EGS
Partners"), with respect to shares of Common Stock
beneficially owned by EGS Overseas Fund Limited, a British
Virgin Islands corporation ("EGS Overseas"), as well as
shares of Common Stock held in other discretionary accounts
managed by EGS Partners, (iii) Bev Partners, L.P., a Delaware
limited partnership ("Bev Partners"), with respect to shares
of Common Stock beneficially owned by it, (iv) Jonas
Partners, L.P., a Delaware limited partnership ("Jonas
Partners"), with respect to shares of Common Stock
beneficially owned by it, (v) William Ehrman, with respect to
shares of Common Stock beneficially owned by him, members of
his immediate family, EGS Associates, EGS Partners, Bev
Partners, and Jonas Partners; (vi) Frederic Greenberg, with
respect to shares of Common Stock beneficially owned by him,
a member of his immediate family, EGS Associates, EGS
Partners, Bev Partners, and Jonas Partners; (vii) Frederick
Ketcher, with respect to shares of Common Stock beneficially
owned by him, members of his immediate family, his mother-in-
law, EGS Associates, EGS Partners, Bev Partners and Jonas
Partners; (viii) Jonas Gerstl, with respect to shares of
Common Stock beneficially owned by him, members of his
immediate family, EGS Associates, EGS Partners, Bev Partners,
and Jonas Partners; and (ix) James McLaren, with respect to
shares of Common Stock beneficially owned by EGS Associates,
EGS Partners, Bev Partners, and Jonas Partners. The
foregoing persons hereinafter sometimes are 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 EGS Associates, EGS Partners,
Bev Partners, and Jonas Partners are William Ehrman, Frederic
Greenberg, Frederick Ketcher, Jonas Gerstl and James McLaren
(collectively, the "General Partners").
(b) The address of the principal business and principal
office of (i) EGS Associates, EGS Partners, Bev Partners and
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Jonas Partners and each of the General Partners is 300 Park
Avenue, New York, New York 10022 and (ii) EGS Overseas is
CITCO Building, Wickhams Cay, P.O. Box 662, Road Town,
Tortola, British Virgin Islands.
(c) The principal business of each of EGS Associates, EGS
Overseas, Bev Partners, and Jonas Partners is that of a
private investment firm, engaging in the purchase and sale of
securities for investment for its own account. The principal
business of EGS Partners is that of a private investment firm
and a registered investment adviser under the Investment
Advisers Act of 1940, as amended, engaging in the purchase
and sale of securities for investment on behalf of
discretionary accounts and EGS Overseas. The present
principal occupations of the General Partners are as general
partners/members of EGS Associates, EGS Partners, Bev
Partners, and Jonas Partners.
(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) Each of the individuals referred to in paragraph (a)
above is a United States citizen. EGS Associates, Bev
Partners, and Jonas Partners are Delaware limited
partnerships. EGS Partners is a Delaware limited liability
company. EGS Overseas is a British Virgin Islands
corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The net investment cost (including commissions, if any)
of the shares of Common Stock beneficially owned by EGS
Associates, EGS Partners (exclusive of shares beneficially
owned by EGS Overseas), EGS Overseas, Bev Partners, and Jonas
Partners is approximately $4,849,351, $11,185,401, $801,813,
$2,881,142 and $260,183, respectively.
The net investment cost (excluding commissions, if any)
of the shares of Common Stock owned directly by Mr. Ehrman
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and members of his immediate family is approximately
$1,055,203.
The net investment cost (excluding commissions, if any)
of the shares of Common Stock owned directly by Mr. Greenberg
and a member of his immediate family is approximately
$60,625.
The net investment cost (excluding commissions, if any)
of the shares of Common Stock owned directly by Mr. Ketcher,
a member of his immediate family, and his mother-in-law is
approximately $274,735.52.
The net investment cost (excluding commissions, if any)
of the shares of Common Stock owned directly by Mr. Gerstl
and members of his immediate family is approximately
$140,627.
Mr. McLaren currently owns no shares of Common Stock.
The shares of Common Stock purchased by each of EGS
Associates, EGS Overseas, Bev Partners, and Jonas Partners
were purchased with the investment capital of the respective
entities and with investment capital of each discretionary
account under management of EGS Partners. The shares of
Common Stock purchased by Messrs. Ehrman, Greenberg, Gerstl
and Ketcher were purchased with personal funds.
The shares of Common Stock beneficially owned by EGS
Associates, EGS Partners (excluding EGS Overseas), EGS
Overseas, Bev Partners, and Jonas Partners are held in their
respective commingled margin accounts, or in the case of EGS
Partners, in margin and non-margin accounts held by each
discretionary account under its management. Such margin
accounts are maintained at Bear Stearns & Co. Inc., and may
from time to time have debit balances. Since other
securities are held in such margin accounts, it is not
possible to determined the amounts, if any, of margin used
with respect to the shares of Common Stock purchased. Non-
margin accounts are maintained at Bankers Trust Company. The
shares owned by Mr. Ehrman are held in accounts maintained at
Bishop Rosen Corporation or Bear Stearns and Co., Inc., or
are beneficially owned by members of his immediate family.
The shares owned by Mr. Greenberg are held in accounts
maintained at Goldman, Sachs & Co. or are beneficially owned
by a member of his immediate family. The shares owned by
Mr. Ketcher are held in his various accounts maintained at
Bear Stearns & Co. Inc. or are beneficially owned by a member
of his immediate family and his mother-in-law. The shares
owned by Mr. Gerstl are held in joint accounts maintained at
Morgan Stanley & Co. or are beneficially owned by members of
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his immediate family. Currently, the interest rate charged
on such various margin accounts is approximately ___% per
annum.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the acquisition of the shares of the
Common Stock by the Reporting Persons was for investment.
The Reporting Persons each may in the future dispose of any
and all of the shares of the Common Stock held by it or him
at any time, or acquire other shares.
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 (b) through (j), inclusive, of
Item 4 of Schedule 13D. Such entities and persons may, at
any time an from time to time, review or reconsider their
position with respect to the Company, and formulate plans or
proposals with respect to any of such matters, but have no
present intention of doing so.
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 23,920,052 shares outstanding, which
is the total number of shares of Common Stock
outstanding as of April 30, 1996, as reflected in the
Company's quarterly report on Form 10-Q filed with the
Securities and Exchange Commission for the fiscal
quarter ended March 31, 1996 (which is the most recent
Form 10-Q on file).
As of the close of business on July 11, 1996:
(i) EGS Associates owns beneficially 343,946
shares of Common Stock, constituting approximately 1.44%
of the shares of Common Stock outstanding;
(ii) EGS Partners 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"), EGS Partners may be deemed to own beneficially
773,109 shares (constituting approximately 3.23% of the
shares of Common Stock outstanding), purchased for
discretionary accounts managed by it, other than EGS
Overseas, and 42,893 shares of Common Stock purchased
for EGS Overseas (less than 1% of the shares of Common
Stock outstanding), which, when aggregated, total
816,002 shares of Common Stock, constituting
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approximately 3.41% of the shares of Common Stock
outstanding;
(iii) Bev Partners owns beneficially 185,848
shares of Common Stock, constituting less than 1% of the
shares of Common Stock outstanding;
(iv) Jonas Partners owns 19,997 shares of
Common Stock, constituting less than 1% of the shares of
Common Stock outstanding;
(v) Mr. Ehrman owns directly 55,150 shares of
Common Stock and owns beneficially 39,150 shares of
Common Stock through ownership by members of his
immediate family, constituting less than 1% of the
shares of Common Stock outstanding;
(vi) Mr. Greenberg owns directly 2,000 shares
of Common Stock and owns beneficially 3,000 shares of
Common Stock through ownership by a member of his
immediate family, constituting less than 1% of the
shares of Common Stock outstanding;
(vii) Mr. Gerstl owns directly 2,500 shares of
Common Stock and owns beneficially 8,500 shares of
Common Stock through ownership by members of his
immediate family, constituting less than 1% of the
shares of Common Stock outstanding;
(viii) Mr. Ketcher owns directly 23,600 shares
of Common Stock and owns beneficially 1,100 shares of
Common Stock through ownership by a member of his
immediate family and his mother-in-law, constituting
less than 1% of the shares of Common Stock outstanding;
(ix) Mr. McLaren owns directly no shares of
Common Stock.
By reason of the provisions of Rule 13D-3 of the
Act, each of the General Partners may be deemed to own
the 343,946 shares beneficially owned by EGS Associates,
the 816,002 shares beneficially owned by EGS Partners,
the 185,848 shares beneficially owned by Bev Partners,
and the 19,997 shares beneficially owned by Jonas
Partners. When the shares beneficially owned by EGS
Associates, EGS Partners, Bev Partners, and Jonas
Partners are aggregated, they total 1,365,793 shares of
Common Stock, constituting approximately 5.71% of the
shares of Common Stock outstanding.
25
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(x) In the aggregate, the Reporting Persons
beneficially own a total of 1,500,793 shares of Common
Stock, constituting approximately 6.27% of the shares
outstanding.
(b) (i) Each of EGS Associates, EGS Partners (with
respect to shares of EGS Overseas and other
discretionary accounts), Bev Partners, and Jonas
Partners has the power to vote and to dispose of the
shares of Common Stock beneficially owned by it, which
power may be exercised by the General Partners. Each
of EGS Overseas and the discretionary accounts is a
party to an investment management agreement with EGS
Partners pursuant to which EGS Partners has investment
authority with respect to securities held in such
account.
(ii) Mr. Ehrman has the sole power to vote and
dispose of the shares owned directly by him.
Mr. Ehrman has shared power to dispose of shares
beneficially owned by him. Mr. Ketcher has the shared
power to dispose of the shares owned directly by him.
Mr. Ketcher has the shared power to dispose of the
shares owned by his mother-in-law. Mr. Greenberg has
the sole power to vote and dispose of the shares
directly owned directly by him. Mr. Greenberg has
shared power to dispose of the shares owned by his
wife. Mr. Gerstl has shared power to vote and dispose
of the shares owned directly by him. Mr. Gerstl has
shared dispositive power to dispose of the shares
beneficially owned by him.
(c) The trading dates, number of shares of Common Stock
purchased or sold and price per shares for all
transactions in the Common Stock from the 60th day
prior to July 11, 1996 until July 11, 1996 by EGS
Associates, EGS Partners (excluding EGS Overseas), EGS
Overseas, Bev Partners, Jonas Partners, Mr. Ehrman, and
Mr. Greenberg are set forth in Schedules A, B, C, D, E,
F and G, respectively, and were all effected on the New
York Stock Exchange. During such period,
Messrs. Ketcher, Gerstl, and McLaren, did not enter
into any transactions in the Common Stock.
(d) No person other than each respective record owner
of shares of Common Stock referred to herein is known
to have he right to receive or the power to direct the
receipt of dividends from or the proceeds of sale of
such shares of Common Stock.
26
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ITEM 6. CONTRACTS, ARRANGEMENT, 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 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
1. There is filed herewith as Exhibit 1 a written
agreement relating to the filing of joint acquisition
statements as required by Rule 13D-(f)(1) of the Act.
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Exhibit 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(f)
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: July 16, 1996 /s/ William Ehrman
William Ehrman, individually and
as general partner of each of
EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P., JONAS PARTNERS,
L.P., and as member EGS
PARTNERS, L.L.C.
/s/ Frederic Greenberg
Frederic Greenberg, individually
and as general partner of each
of EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P., JONAS PARTNERS,
L.P., and as member EGS
PARTNERS, L.L.C.
/s/ Frederick Ketcher
Frederick Ketcher, individually
and as general partner of each
of EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P., JONAS PARTNERS,
L.P., and as member EGS
PARTNERS, L.L.C.
28
<PAGE>
/s/ Jonas Gerstl
Jonas Gerstl, individually and
as general partner of each of
EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P., JONAS PARTNERS,
L.P., and as member EGS
PARTNERS, L.L.C.
/s/ James McLaren
James McLaren, individually and
as general partner of each of
EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P., JONAS PARTNERS,
L.P., and as member EGS
PARTNERS, L.L.C.
29
<PAGE>
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: July 16, 1996 /s/ William Ehrman
William Ehrman, individually and
as general partner of each of
EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P., JONAS PARTNERS,
L.P., and as member EGS
PARTNERS, L.L.C.
/s/ Frederic Greenberg
Frederic Greenberg, individually
and as general partner of each
of EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P., JONAS PARTNERS,
L.P., and as member EGS
PARTNERS, L.L.C.
/s/ Frederick Ketcher
Frederick Ketcher, individually
and as general partner of each
of EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P., JONAS PARTNERS,
L.P., and as member EGS
PARTNERS, L.L.C.
/s/ Jonas Gerstl
Jonas Gerstl, individually and
as general partner of each of
EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P., JONAS PARTNERS,
L.P., and as member EGS
PARTNERS, L.L.C.
/s/ James McLaren
James McLaren, individually and
as general partner of each of
30
<PAGE>
EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P., JONAS PARTNERS,
L.P., and as member EGS
PARTNERS, L.L.C.
31
00126001.AG1
<PAGE>
Schedule A
EGS Associates, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased (Sold) Commissions, if any)
5/23/96 5,250 $12.57
6/5/96 5,400 $12.57
00126001.AG1
<PAGE>
Schedule B
EGS Partners, L.P.
(excluding EGS Overseas Fund, Ltd.)
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased (Sold) Commissions, if any)
5/20/96 2,000 $12.82
5/23/96 2,100 $12.57
5/24/96 5,000 $12.57
5/28/96 2,200 $12.45
5/29/96 2,000 $12.45
5/30/96 3,000 $12.32
5/31/96 4,600 $12.32
6/03/96 5,000 $12.20
6/04/96 3,000 $12.20
6/04/96 25,000 $12.32
6/05/96 16,850 $12.57
6/12/96 15,000 $12.32
6/26/96 (23,8O3) $11.68
6/27/96 21,800 $11.82
7/09/96 10,000 $12.20
00126001.AG1
<PAGE>
Schedule C
EGS Overseas Fund, Ltd.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased (Sold) Commissions, if any)
6/11/96 (15,000) $12.32
00126001.AG1
<PAGE>
Schedule D
Bev Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased (Sold) Commissions, if any)
5/23/96 2,650 $12.57
00126001.AG1
<PAGE>
Schedule E
Jonas Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased (Sold) Commissions, if any)
7/8/96 2,000 $11.80
7/9/96 3,000 $12.20
00126001.AG1
<PAGE>
Schedule F
William Ehrman
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased (Sold) Commissions, if any)
5/15/96 1,000 $12.63
5/20/96 500 $12.88
5/31/96 800 $12.38
6/13/96 1,000* $12.13
6/26/96 800* $11.88
6/27/96 1,000* $11.75
7/10/96 200* $12.25
_______________________________
* Shares held in an account for the benefit of Mr. Ehrman's
wife.
00126001.AG1
<PAGE>
Schedule G
Frederic Greenberg
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased (Sold) Commissions, if any)
7/9/96 2,000* $12.13
7/9/96 3,000 $12.13
_______________________________
* Shares held in an account for the benefit of Mr. Greenberg's
wife.
00126001.AG1
