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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Information to be Included in Statements
Filed Pursuant to 13d-1(a) and Amendments
thereto filed pursuant to 13d-2(a)
MAXXAM INC.
(Name of Issuer)
COMMON STOCK $0.50 PAR VALUE
(Title of Class of Securities)
577913106
(CUSIP Number)
DAVID M. KNOTT
485 UNDERHILL BOULEVARD, SUITE 205,
SYOSSET, NEW YORK 11791-3419 (516) 364-0303
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 5, 1998
(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 [_].
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.
(continued on following pages)
(Page 1 of 6 Pages)
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SCHEDULE 13D
CUSIP No. 320655103
================================================================================
1 Name of Reporting Person David M. Knott
S.S. or I.R.S. Identification No. of above Person SS# ###-##-####
2 Check the Appropriate Box if a Member of a Group* (a) [_]
(b) [X]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization U.S.A.
Number of 7 Sole Voting Power 206,000
Shares
Beneficially 8 Shared Voting Power 153,100
Owned by
Each 9 Sole Dispositive Power 206,000
Reporting
Person 10 Shared Dispositive Power 153,100
With
11 Aggregate Amount Beneficially Owned by Eac h Reporting
Person 359,100
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [_]
13 Percent of Class Represented by Amount in Row (11) 5.1%
14 Type of Reporting Person* IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 6 Pages)
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SCHEDULE 13-D
ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is the common
stock, par value $.50 per share (the "Common Stock"), of MAXXAM Inc., a Delaware
corporation (the "Company"), the address of which is 5847 San Felipe, Suite
2600, Houston, TX 77057 (Tel.) (713) 975-7600.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by David M. Knott, an individual whose
business address is 485 Underhill Boulevard, Syosset, New York 11791, (tel.)
(516) 364-0303.
Mr. Knott currently serves as General Partner of Knott Partners, L.P.
(the "Partnership"), a New Jersey limited partnership that invests in securities
that are sold in the public markets. The Partnership's principal activity is the
acquisition of long and short positions in equity securities of publicly traded
U.S. and foreign securities. The Partnership has the authority to employ various
trading and hedging techniques and strategies in connection therewith.
David M. Knott is the sole general partner of the Partnership. He is
also the sole shareholder, Director and President of Dorset Management
Corporation, a New York corporation ("Dorset"), which provides investment
management services to a limited number of foreign and domestic individuals and
entities (the "Managed Accounts"). The business address of both the Partnership
and Dorset is 485 Underhill Boulevard, Syosset, New York 11791.
During the last five years, Mr. Knott has not been convicted in any
criminal proceeding, nor has he been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which he was or
is subject to any 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.
Mr. Knott is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds used in making each of the purchases of the Common
Stock purchased indirectly by Mr. Knott through the Partnership and the Managed
Accounts was the portfolio assets of the Partnership and each of the Managed
Accounts on whose behalf the Common Stock was purchased. None of the Managed
Accounts owns more than five percent of the Common Stock individually. The
aggregate amount of consideration used by Mr. Knott in making such purchases was
$16,302,670. This amount includes all purchases of the Common Stock made by Mr.
Knott, including those purchases made more than 60 days from the date of this
filing.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the Common Stock by Mr. Knott has been made solely
for investment purposes, and not with a view towards influencing any
extraordinary corporate transaction, any change in the Company's board of
directors or management or any other change in the Company's business, corporate
structure or capitalization.
(Page 3 of 6 Pages)
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It is possible that at a future date Mr. Knott might acquire additional
shares of Common Stock, through open market or privately negotiated
transactions. Any such future decision will be made by Mr. Knott in light of the
then current financial condition and prospects of the Company, the market price
of the Common Stock, the financial condition of the Partnership and the Managed
Accounts and other relevant factors.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY
(a) Mr. Knott beneficially owns 359,100 shares of the Company's
Common Stock, which represents 5.1% of all outstanding Common Stock of the
Company.
(b) Mr. Knott has the sole power to vote and to dispose of
206,000 shares of the Company's Common Stock held by the Partnership and the
shared power to vote and to dispose of 153,100 shares of the Company's Common
Stock held by various Managed Accounts.
(c) Each transaction in the Common Stock made by Mr. Knott
during the past 60 days is described on Schedule 1 annexed hereto. All such
transactions were effected in the open market in ordinary brokerage transactions
through various broker-dealer firms.
(d) Of the 359,100 shares of Common Stock beneficially owned by
Mr. Knott, 153,100 shares are owned on behalf of other persons or entities
having the right to receive and the power to direct the receipt of dividends
from, and proceeds from the sale of, such 153,100 shares of Common Stock. No
individual person or entity has such right with regard to greater than five
percent of the class of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Not applicable.
(Page 4 of 6 Pages)
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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.
By: /s/ David M. Knott
---------------------------
David M. Knott
Dated: February 11, 1998
(Page 5 of 6 Pages)
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SCHEDULE 1
DATES OF PURCHASES/SALES NUMBER OF SHARES PRICE PER SHARE
- ------------------------ ---------------- ---------------
12/08/97 2,200 45.81
12/08/97 800 45.81
01/16/98 8,000* 44.15
01/16/98 2,800* 44.15
01/16/98 (7,000)* 44.10
01/16/98 (3,800)* 44.10
02/05/98 200 49.76
02/05/98 900 49.76
02/05/98 2,000 49.76
02/05/98 4,200 49.76
02/06/98 500 50.51
02/06/98 1,200 50.51
02/06/98 1,200 50.51
___________
* These transactions represent a "cross-trade" in which shares were purchased
and sold by certain accounts managed by David Knott such that the total
number of shares beneficially owned by Mr. Knott as of such date did not
change.
(Page 6 of 6 Pages)
