UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.____)*
American Pad & Paper
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(Name of Issuer)
Common Stock
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(Title of Class Securities)
#028816106
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (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 such
class.) (See Rule 13d-7.)
*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).
(Continued on following pages(s))
Page 1 of 9
CUSIP NO. 028816106
13G PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dean Witter, Discover & Co.
IRS No. 36-3145972
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 160,000 **
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 160,000 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,000 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.84% **
12 TYPE OF REPORTING PERSON*
HC
** SEE NOTE ON PAGE 6!
CUSIP NO. 028816106
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13G PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dean Witter InterCapital Inc.
IRS No. 13-3680016
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 160,000 **
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 160,000 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,000 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.84% **
12 TYPE OF REPORTING PERSON*
IA
** SEE NOTE ON PAGE 6!
CUSIP NO. 028816106
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13G PAGE 4 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dean Witter Reynolds Inc.
IRS No. 94-1671384
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable. (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 160,000 **
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 160,000 **
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,000 **
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.84% **
12 TYPE OF REPORTING PERSON*
BD
** SEE NOTE ON PAGE 6!
Schedule 13G
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Issuer: American Pad & Paper
CUSIP NO.: 028816106
ITEM 1.
(a) Name of Issuer
American Pad & Paper
(b) Address of Issuer's Principal Executive Offices
17304 Preston Road
Suite 700
Dallas, Texas 75252
ITEM 2.
(a) Name of Person Filing
(1) Dean Witter, Discover & Co.
(2) Dean Witter InterCapital Inc.
(3) Dean Witter Reynolds Inc.
(b) Address of Principal Business Office or, if none, Residence
(1) Two World Trade Center, New York, NY 10048
(2) Two World Trade Center, New York, NY 10048
(3) Two World Trade Center, New York, NY 10048
(c) Citizenship
(1) Delaware
(2) Delaware
(3) Delaware
(d) Title of Class of Securities
Common Stock, Class A
(e) CUSIP Number
028816106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) / /Broker or Dealer registered under Section 15 of the Act
(b) / /Bank as defined in section 3(a)(6) of the Act
(c) / /Insurance Company as defined in section 3(a)(19) of the Act
(d) / /Investment Company registered under section 8 of the Investment
Company Act
(e) / /Investment Adviser registered under section 203 of the
Investment Advisors Act of 1940
(f) / /Employee Benefit Plan, Pension Fund which is subject to the
provision of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see Section240.13d-1(b)(1)(ii)(F)
(g) /x/Parent Holding Company, in accordance with Section240.13d
-1(b)(1)(ii)(G) (Note: See Item 7)
(h) / /Group, in accordance with Section240.13d-1(b)(1)(ii)(H)
Page 5 of 9 Pages
ITEM 4. OWNERSHIP:
(a) Amount Beneficially Owned
160,000 **
(b) Percent of Class
5.84% **
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote _______________________________________
(ii) shared power to vote or to direct the vote
160,000 **
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(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition of
160,000 **
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Dean Witter InterCapital Inc. ("DWI") is a registered Investment
Adviser.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
_____________________________
** DWI is the Investment Adviser for various mutual funds deemed to have
beneficial ownership of the shares reported herein:
DWI, Dean Witter Reynolds Inc. and Dean Witter, Discover & Co. disclaim
beneficial ownership of the shares reported herein.
Page 6 of 9 Pages
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
SIGNATURE
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.
February 13, 1997
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Date
/s/ Barry Fink
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Signature
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Barry Fink, First Vice President and
Assistant Secretary
Dean Witter InterCapital Inc. on
behalf of:
Dean Witter, Discover & Co.
Dean Witter InterCapital Inc.
Dean Witter Reynolds Inc.
Page 7 of 9 Pages
INDEX TO EXHIBITS
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Exhibit A Joint Filing Agreement dated February 11, 1994
Pae 8 of 9 Pages
JOINT FILING AGREEMENT
As permitted by Rule 13d-1(f) under the Securities and Exchange Act of
1934, Dean Witter Reynolds Inc., Dean Witter InterCapital Inc., and Dean
Witter, Discover & Co. (the "Companies") hereby agree to the joint filing of
Statements on Schedule 13G, including amendments thereto ("Statements"), with
respect to the equity securities of all issuers acquired by one or more of
the Companies provided that each Company on whose behalf a Statement is filed
remains at the time of filing individually eligible to use Schedule 13G with
respect to the securities to be reported therein. Notwithstanding the fact
that the Companies may make joint filings pursuant to this agreement, each
shall remain individually responsible for the timely filing of Statements and
for the completeness and accuracy of the information concerning such Company
contained therein; provided, however, that such Company is not responsible
for the completeness or accuracy of the information concerning the other
Companies making the filing, unless such Company knows or has reason to
believe that such information is inaccurate. Each statement filed pursuant to
this agreement shall identify the Companies on whose behalf it is filed,
shall contain the information required by Schedule 13G with regard to each
such Company, and shall indicate that such Statement is filed on behalf of
such Companies. This agreement shall be filed as an exhibit to each Statement
filed in reliance thereon or, to the extent permissible under applicable
rules, incorporated by reference as part of said Statement.
The Companies represent that, although Dean Witter Reynolds Inc. and
Dean Witter InterCapital Inc. are under control of Dean Witter, Discover &
Co., these Companies do not act in concert for the purpose of acquiring,
holding, voting or disposing of the equity securities of issuers, and make
all such determinations in accordance with their own respective best
interests or the best interests of their clients, as the case may be.
Accordingly, the Companies do not believe that they constitute a group within
the meaning of Rule 13d-5(b)(1).
Each of Dean Witter, Discover & Co., Dean Witter InterCapital Inc., and
Dean Witter Reynolds Inc., hereby expressly declare that the filing of any
Statement permitted hereby shall not be construed as an admission that any of
said Companies is, for the purpose of Section 13(d) or 13(g) of the
Securities Act of 1934, the beneficial owner of any securities covered by
such Statement, unless otherwise expressly noted in such Statements.
This agreement shall remain in full force and effect until one or more
of the Companies notifies the other Companies that it no longer desires to
make joint filings as permitted hereunder or until such time as the Companies
agree to terminate this agreement.
In evidence thereof, the undersigned, being duly authorized, hereby
execute this agreement this 11th day of February 1994.
DEAN WITTER REYNOLDS INC.
By: /S/ MICHAEL T. GREGG
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Michael T. Gregg
Senior Vice President
DEAN WITTER INTERCAPITAL INC.
By: /S/ SHELDON CURTIS
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Sheldon Curtis
Senior Vice President
DEAN WITTER, DISCOVER & CO.
By: /S/ RONALD T. CARMAN
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Ronald T. Carman
Senior Vice President
Page 9 of 9 Pages
