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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. 1)*
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)
William Ehrman
300 Park Avenue, 21st Fl., New York, NY 10022 (212) 755-9000
(Date of Event which Requires Filing of this Statement)
May 28, 1998
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 [ ].
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
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 895927101
1. Name of Reporting Person
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
463,501
9. Sole Dispositive Power
0
10. Shared Dispositive Power
463,501
2
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
463,501
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
1.88%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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CUSIP No. 895927101
1. Name of Reporting Person
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
1,011,293
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,017,583
4
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,017,583
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
4.12%
14. Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
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CUSIP No. 895927101
1. Name of Reporting Person
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
166,641
9. Sole Dispositive Power
0
10. Shared Dispositive Power
166,641
6
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
166,641
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
.67%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
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CUSIP No. 895927101
1. Name of Reporting Person
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
20,920
9. Sole Dispositive Power
0
10. Shared Dispositive Power
20,920
8
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,920
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!
9
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CUSIP No. 895927101
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
FK Investments, 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
5,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
5,000
10
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
.02%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
11
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CUSIP No. 895927101
1. Name of Reporting Person
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
56,650
8. Shared Voting Power
1,667,355
9. Sole Dispositive Power
56,650
10. Shared Dispositive Power
1,729,572
12
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,786,222
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
7.24%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13
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CUSIP No. 895927101
1. Name of Reporting Person
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
6,000
8. Shared Voting Power
1,667,355
9. Sole Dispositive Power
6,000
10. Shared Dispositive Power
1,673,645
14
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,682,645
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.82%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
15
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CUSIP No. 895927101
1. Name of Reporting Person
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
8,400
8. Shared Voting Power
1,667,355
9. Sole Dispositive Power
8,400
10. Shared Dispositive Power
1,673,645
16
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,682,045
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.82%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
17
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CUSIP No. 895927101
1. Name of Reporting Person
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
1,668,855
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,679,645
18
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,679,645
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.81%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
19
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CUSIP No. 895927101
1. Name of Reporting Person
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
1,667,355
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,673,645
20
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,673,645
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.78%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
21
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CUSIP No. 895927101
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
William D. Lautman
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
1,667,355
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,673,645
22
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,673,645
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.78%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
23
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This Amendment No. 1 to Schedule 13D is filed on behalf of the
Reporting Persons to report a material change in beneficial
ownership.
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 280 Park Avenue, New York, NY 10017.
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) FK Investments, L.P., a
Delaware limited partnership ("FK Investments"), with respect
to shares of Common Stock beneficially owned by it, (vi)
William Ehrman, with respect to shares of Common Stock
beneficially owned by him, EGS Associates, EGS Partners, Bev
Partners, Jonas Partners and FK Investments; (vii) Frederic
Greenberg, with respect to shares of Common Stock
beneficially owned by him, EGS Associates, EGS Partners, Bev
Partners, Jonas Partners and FK Investments; (viii) Frederick
Ketcher, with respect to shares of Common Stock beneficially
owned by him, EGS Associates, EGS Partners, Bev Partners
Jonas Partners and FK Investments; (ix) 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 FK
Investments; (x) James McLaren, with respect to shares of
Common Stock beneficially owned by EGS Associates, EGS
Partners, Bev Partners, Jonas Partners and FK Investments;
and (xi) William D. Lautman, with respect to shares of Common
Stock beneficially owned by EGS Associates, EGS Partners, Bev
Partners, Jonas Partners and FK Investments. 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
24
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information and belief after making inquiry to the
appropriate party.
The general partners of EGS Associates, EGS Partners,
Bev Partners, Jonas Partners and FK Investments are William
Ehrman, Frederic Greenberg, Frederick Ketcher, Jonas Gerstl,
James McLaren and William D. Lautman (collectively, the
"General Partners").
(b) The address of the principal business and principal
office of (i) EGS Associates, EGS Partners, Bev Partners,
Jonas Partners and FK Investments and each of the General
Partners is 350 Park Avenue, 11th Floor, 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, Jonas Partners and FK Investments 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, Jonas Partners and FK Investments.
(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, Jonas Partners and FK Investments are Delaware
limited partnerships. EGS Partners is a Delaware limited
liability company. EGS Overseas is a British Virgin Islands
corporation.
25
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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 and FK Investments is approximately $6,844,705,
$16,474,444, $36,761, $2,202,572, $256,296 and $125,350,
respectively.
The net investment cost (excluding commissions, if any)
of the shares of Common Stock owned directly by Mr. Ehrman,
members of his immediate family and his sister-in-law is
approximately $1,271,976.
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
$104,125.
The net investment cost (excluding commissions, if any)
of the shares of Common Stock owned directly by Mr. Ketcher
is approximately $74,572.
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 $72,752.
Mr. McLaren currently owns no shares of Common Stock.
Mr. Lautman currently owns no shares of Common Stock.
The shares of Common Stock purchased by each of EGS
Associates, EGS Overseas, Bev Partners, Jonas Partners and FK
Investments 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, Jonas Partners and FK Investments 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 NationsBanc Montgomery
Securities, and may from time to time have debit balances.
26
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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 NationsBanc Montgomery Securities, 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 NationsBanc
Montgomery Securities 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
Alex, Brown Inc. or are beneficially owned by members of his
immediate family. Currently, the interest rate charged on
such various margin accounts is approximately 7.75% per
annum.
ITEM 4. PURPOSE OF THE TRANSACTION
No change.
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 24,663,251 shares outstanding, which
is the total number of shares of Common Stock
outstanding as of April 30, 1998, 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, 1998 (which is the most recent
Form 10-Q on file).
As of the close of business on June 8, 1998:
(i) EGS Associates beneficially owns 463,501
shares of Common Stock, constituting approximately 1.88%
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
1,016,083 shares (constituting approximately 4.12% of
the shares of Common Stock outstanding), purchased for
discretionary accounts managed by it, other than EGS
Overseas, and 1,500 shares of Common Stock purchased for
EGS Overseas (less than 1% of the shares of Common Stock
outstanding), which, when aggregated, total 1,017,583
27
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shares of Common Stock, constituting approximately 4.12%
of the shares of Common Stock outstanding;
(iii) Bev Partners beneficially owns 166,641
shares of Common Stock, constituting less than 1% of the
shares of Common Stock outstanding;
(iv) Jonas Partners beneficially owns 20,920
shares of Common Stock, constituting less than 1% of the
shares of Common Stock outstanding;
(v) FK Investments beneficially owns 5,000
shares of common stock, constituting less than 1% of the
shares of Common Stock outstanding;
(vi) Mr. Ehrman owns directly 56,650 shares of
Common Stock and owns beneficially 55,927 shares of
Common Stock through ownership by members of his
immediate family and his sister-in-law, constituting
less than 1% of the shares of Common Stock outstanding;
(vii) Mr. Greenberg owns directly 6,000 shares
of Common Stock and beneficially owns 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;
(viii) Mr. Gerstl owns directly 1,500 with his
wife shares of Common Stock and beneficially owns 4,500
shares of Common Stock through ownership by members of
his immediate family, constituting less than 1% of the
shares of Common Stock outstanding;
(ix) Mr. Ketcher owns directly 8,400 shares of
Common Stock, constituting less than 1% of the shares of
Common Stock outstanding;
(x) Mr. McLaren directly owns no shares of
Common Stock.
(xi) Mr. Lautman 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 463,501 shares beneficially owned by EGS Associates,
the 1,017,583 shares beneficially owned by EGS Partners,
the 166,641 shares beneficially owned by Bev Partners,
the 20,920 shares beneficially owned by Jonas Partners
and the 5,000 shares beneficially owned by FK
Investments. When the shares beneficially owned by EGS
28
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Associates, EGS Partners, Bev Partners, Jonas Partners
and FK Investments are aggregated, they total 1,673,645
shares of Common Stock, constituting approximately 6.78%
of the shares of Common Stock outstanding.
(x) In the aggregate, the Reporting Persons
beneficially own a total of 1,809,622 shares of Common
Stock, constituting approximately 7.34% of the shares
outstanding.
(b) (i) Each of EGS Associates, EGS Partners (with
respect to shares of EGS Overseas and some of its other
discretionary accounts), Bev Partners, Jonas Partners
and FK Investments 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.
EGS Partners does not have the power to vote 6,290 of
the shares of Common Stock it is deemed to beneficially
own. 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 owned
by members of his immediate family and his sister-in-
law. Mr. Greenberg has the sole power to vote and
dispose of the shares directly owned by him.
Mr. Greenberg has shared power to dispose of the shares
owned by his wife. Mr. Gerstl has shared power to vote
of the shares owned jointly by he and his wife.
Mr. Gerstl has shared 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 May 28, 1998 until June 8, 1998 by EGS
Associates, EGS Partners (excluding EGS Overseas), FK
Investments and Bev Partners, are set forth in
Schedules A, B, C, and D, respectively, and were all
effected on the New York Stock Exchange. During such
period, Messrs. Ehrman, Greenberg, Ketcher, Gerstl,
McLaren and Lautman, 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
29
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receipt of dividends from or the proceeds of sale of
such shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
No change.
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.
2. Schedules A through D: Transactions in Common
Stock.
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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: June 8, 1998 /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., FK INVESTMENTS, 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., FK INVESTMENTS, 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., FK INVESTMENTS, L.P. and
as member EGS PARTNERS, L.L.C.
31
<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., FK INVESTMENTS, 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., FK INVESTMENTS, L.P. and
as member EGS PARTNERS, L.L.C.
/s/ William D. Lautman
William D. Lautman, individually
and as general partner of each
of EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P., JONAS PARTNERS,
L.P., FK INVESTMENTS, L.P. and
as member EGS PARTNERS, L.L.C.
32
<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: June 8, 1998 /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., FK INVESTMENTS, 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., FK INVESTMENTS, 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., FK INVESTMENTS, 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., FK INVESTMENTS, L.P. and
as member EGS PARTNERS, L.L.C.
33
<PAGE>
/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., FK INVESTMENTS, L.P. and
as member EGS PARTNERS, L.L.C.
/s/ William D. Lautman
William D. Lautman, individually
and as general partner of each
of EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P., JONAS PARTNERS,
L.P., FK INVESTMENTS, L.P. and
as member EGS PARTNERS, L.L.C.
34
00126001.AH3
<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)
3/30/98 4,000 $26.289
4/1/98 4,000 26.258
4/2/98 5,000 26.158
4/6/98 6,000 25.840
4/14/98 3,000 26.428
4/17/98 3,000 25.570
4/20/98 3,000 25.445
4/27/98 7,440 23.770
5/14/98 3,584 26.570
5/19/98 2,500 26.383
5/20/98 2,500 26.070
5/21/98 2,567 25.570
5/22/98 2,000 25.445
5/26/98 2,560 25.070
5/28/98 5,000 24.320
6/2/98 3,500 23.901
6/3/98 1,500 23.778
6/4/98 2,000 23.914
6/5/98 1,000 24.195
00126001.AH3
<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)
4/7/98 5,000 $25.008
4/16/98 1,000 25.633
4/22/98 5,000 25.195
4/23/98 5,000 25.033
4/27/98 90 23.770
5/14/98 9,212 26.570
5/21/98 6,581 25.570
5/26/98 6,580 25.070
5/28/98 10,000 24.320
00126001.AH3
<PAGE>
Schedule C
FK Investments, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased (Sold) Commissions, if any)
4/23/98 5,000 $25.070
00126001.AH3
<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)
4/27/98 2,470 $23.770
5/14/98 1,204 26.570
5/21/98 852 25.570
5/26/98 860 25.070
00126001.AH3
