<PAGE>
THIS SCHEDULE 13D AMENDMENT WAS PREVIOUSLY FILED IN PAPER FORMAT
AND IS NOW BEING FILED (WITHOUT EXHIBITS) PURSUANT TO RULE
101(a)(2)(ii) OF REGULATION S-T AND RULE 13d-2(c) UNDER THE
SECURITIES EXCHANGE ACT OF 1934.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ELXSI Corporation
- ----------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
- ----------------------------------------------------------------
(Title of Class of Securities)
268613106
------------------------------
(CUSIP Number)
Mr. W. Robert Cotham
2600 First City Bank Tower, Fort Worth, Texas 76102
(817)390-8465
---------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 23, 1990
------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the following box if a fee is being paid with the statement
[ ].
*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 45,298,440, which
constitutes approximately 32.5% of the total number of shares
outstanding, assuming, pursuant to Rule 13d-3(d)(1)(i), that
there are 139,467,707 shares outstanding. Unless otherwise
specifically stated, all ownership percentages set forth herein
assume that there are 115,414,267 shares outstanding.
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 2 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Airlie Group, 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
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 38,780,940 (1)(2)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 38,780,940 (1)(2)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,780,940 (1)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.6% (3)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire
20,290,940 shares of the Stock
(2) Power is exercised through its sole general partner, EBD
L.P.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 135,705,207 shares of the Stock outstanding
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 3 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EBD L.P.
_________________________________________________________________
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
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 38,780,940 (1)(2)(3)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 38,780,940 (1)(2)(3)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,780,940 (1)(3)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.6% (4)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire
20,290,940 shares of the Stock
(2) Power is exercised through its two general partners, Dort A.
Cameron III and TMT-FW, Inc.
(3) Solely in its capacity as the sole general partner of The
Airlie Group, L.P.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 135,705,207 shares of the Stock outstanding
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 4 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dort A. Cameron 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
Dort A. Cameron III is a citizen of the United States of
America.
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF -0-
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 38,780,940 (1)(2)
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
38,780,940 (1)(2)
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,780,940 (1)(2)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.6% (3)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire
20,290,940 shares of the Stock
(2) Solely in his capacity as one of two general partners of EBD
L.P.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 135,705,207 shares of the Stock outstanding
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 5 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TMT-FW, 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
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF -0-
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 38,780,940 (1)(2)(3)
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
38,780,940 (1)(2)(3)
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,780,940 (1)(3)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.6% (4)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire
20,290,940 shares of the Stock
(2) Power is exercised through its President, Thomas M. Taylor
(3) Solely in its capacity as one of two general partners of EBD
L.P.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 135,705,207 shares of the Stock outstanding
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 6 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas M. Taylor
_________________________________________________________________
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
Thomas M. Taylor is a citizen of the United States of
America
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF -0-
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 38,780,940 (1)(2)
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
38,780,940 (1)(2)
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,780,940 (1)(2)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.6% (3)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire
20,290,940 shares of the Stock
(2) Solely in his capacity as the President of TMI-FW, Inc.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 135,705,207 shares of the Stock outstanding
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 7 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Milley & Company
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
00 - Contribution from Stockholder
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 3,762,500 (1)(2)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 3,762,500 (1)(2)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,762,500 (1)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2% (3)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
(1) Assumes the exercise of Series A Warrants to acquire such
shares of the Stock
(2) Power is exercised through its President, Alexander M.
Milley
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 119,176,767 shares of the Stock outstanding
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 8 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander M. Milley
_________________________________________________________________
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
Alexander M. Milley is a citizen of the United States of
America.
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 15,762,500 (1)(2)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 15,762,500 (1)(2)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,762,500 (1)(2)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2% (3)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
(1) Assumes the exercise by Milley & Company of Series A
Warrants to acquire 3,762,500 shares of the Stock and the
exercise by ELX Limited Partnership of an option to acquire
9,245,000 shares of the Stock from The Airlie Group, L.P.
and of an option to acquire 2,755,000 shares of the Stock
from Continental Illinois Equity Corporation
(2) Solely in his capacities as the President of Milley &
Company and as the sole general partner of ELX Limited
Partnership, respectively
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that
there are 119,176,767 shares of the Stock outstanding
PAGE
<PAGE>
13D
CUSIP No. 268613-106 Page 9 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELX Limited Partnership
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
00 - Contributions from Partners
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 12,000,000 (1)(2)
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 12,000,000 (1)(2)
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000,000 (1)
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4% (3)
_________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
(1) Assumes the exercise of an option to acquire 9,245,000 of
such shares from The Airlie Group, L.P. and of an option to
acquire 2,755,000 of such shares from Continental Illinois
Equity Corporation
(2) Power is exercised through its sole general partner,
Alexander M. Milley
PAGE
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Act"), the undersigned hereby amend their
Schedule 13D Statement dated September 8, 1989, as amended by
Amendment No. 1 dated October 2, 1989 (the "Schedule 13D"),
relating to the Common Stock, par value $0.001 per share (the
"Stock"), of ELXSI Corporation (the "Issuer"). Unless otherwise
indicated, all defined terms used herein shall have the same
meanings respectively ascribed to them in the Schedule 13D.
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
Paragraphs (a)-(c) of Item 2 hereby partially are amended by
adding at the end thereof, the following:
Effective October 18, 1989, TMT-FW, Inc., a Texas corporation
("TMT-FW"), was admitted to a general partner of EBD. As a
result of such admission, TMT-FW and its sole stockholder, Thomas
M. Taylor ("TMT"), are joining in the Schedule 13D as Reporting
Persons.
TMT-FW
TMT-FW is a Texas corporation. The principal business of
TMT-FW is serving as one of two general partners of EBD. The
principal business address of TMT-FW, which also serves as its
principal office, is 3200 First City Bank Tower, Fort Worth,
Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, residence or business address and present
principal occupation or employment of each director, executive
officer and controlling person of TMT-FW are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor 3200 First City Bank President of Thomas
Tower M. Taylor & Co.
Fort Worth, Texas 76102 ("Taylor & Co.")
W. Robert Cotham 2600 First City Bank Vice President/
Tower Controller of
Fort Worth, Texas 76102 Bass Enterprises
Production Co.
("BEPCO")
Taylor & Co. is a Texas corporation, the principal business
of which is the rendering of investment consulting services to
third parties. The principal business address of Taylor & Co.,
which also serves as its principal office, is 3200 First City
Bank Tower, Fort Worth, Texas 76102.
BEPCO is a Texas corporation. BEPCO's principal business is
oil exploration and drilling and producing hydrocarbons. The
principal business address of BEPCO, which also serves as its
principal office, is 2700 First City Bank Tower, Fort Worth,
Texas 76102.
TMT
See answers above.
Paragraphs (a)-(c) of Item 2 hereby further are amended in
heir entirety as to EBD and DAC only, as follows:
EBD
EBD is a Delaware lunette partnership. The principal
business of EBD is serving as the sole general partner of TAG.
The principal business address of EBD, which also serves as its
principal office, is 2000 First City Bank Tower, Fort Worth,
Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, information with respect to DAC and TMT-FW, the general
partners of EBD, is set forth below.
DAC
DAC's principal occupation or employment is serving as one of
two general partners of EBD. DAC's business address is 115 East
Putnam Avenue, Greenwich, Connecticut 06830.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 hereby is amended in its entirety to read as follows:
The source and amount of funds used or to be used by the
Reporting Persons to purchase shares of the Stock are as follows:
Reporting Person Source of Funds Amount of Funds
TAG Working Capital(1) $6,292,187.50(2)
EBD Not Applicable Not Applicable
DAC Not Applicable Not Applicable
TMT-FW Not Applicable Not Applicable
TMT Not Applicable Not Applicable
MAC Contribution from
Stockholder(3) $ 470,312.50(4)
AMM Not Applicable Not Applicable
ELX Contributions
from Partners(3) $1,500,000.00(5)
(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.
(2) This figure represents the aggregate amount of funds
that were used by TAG to acquire 24,000,000 shares of the Stock
and that were to be used by TAG to acquire 26,337,500 shares of
the Stock (assuming the exercise in full of Series A Warrants
that were held by it to acquire such shares) prior to the sale
described in Item 4 hereof. Therefore such figure does not
accurately reflect the aggregate of TAG's current net investment
in shares of the Stock and the amount of funds to be used by TAG
to acquire the 20,290,940 shares of the Stock issuable to it
assuming the exercise in full of its remaining Series A Warrants
to acquire such shares, which aggregate net amount totals
$4,847,617.50.
(3) None of the funds reported herein as "Contribution from
Stockholder" or "Contributions from Partners" were borrowed
or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(4) This figure represents the aggregate amount of funds to
be used by MAC to acquire 3,762,500 shares of the Stock (assuming
the exercise in full of Series A Warrants held by it to acquire
such shares), and does not reflect a $50,000 placement fee paid
to MAC by the Issuer.
(5) This figure assumes the exercise in full by ELX of its
option to acquire up to 9,245,000 shares of the Stock from TAG
and of its option to acquire up to 2,755,000 shares of the Stock
from Continental Illinois Equity Corporation, as described in
Item 4.
Item 4. Purpose of Transaction.
Item 4 hereby partially is amended by adding at the end
thereof, the following:
On January 23, 1990, TAG and the Issuer entered into an
Agreement (the "Exchange Agreement") pursuant to which TAG 1)
exchanged its $1,750,000 principal amount Note for two Notes, one
in the principal amount of $1,348,235, and one in the principal
amount of $401,765 (the "Continental Note"), 2) exchanged its
Series A Warrant to purchase 26,337,500 shares of the Stock for
two warrants, one a Series A Warrant to purchase 20,290,940
shares of the Stock (the "New Airlie Warrant") and one a Series B
Warrant (the "Continental Warrant") to purchase 604,656 shares of
the Issuer's Series A Non-Voting Convertible Preferred Stock, par
value $0.002 per share (the "Preferred Stock"), and 3) TAG
assigned to Continental 22.958% of TAG's rights under and
interest in the Purchase Agreement.
Also on January 23, 1990, TAG, MAC, the Issuer and
Continental Illinois Equity Corporation, a Delaware corporation
("Continental"), entered into a Stock and Note Purchase Agreement
(the "Continental Purchase Agreement") pursuant to which 1)
Continental purchased from TAG 5,510,000 shares of Stock, the
Continental Note and the Continental Warrant for an aggregate
purchase price of $1,090,515. Contemporaneously with the
execution of the Continental Purchase Agreement, TAG, MAC, the
Issuer and Continental entered into an Amended and Restated
Registration Rights Agreement (the "Amended Registration Rights
Agreement"), TAG and ELX entered into an Amended and Restated
Option Agreement (the "Amended Option Agreement"), Continental
and ELX entered into an Option Agreement (the "Continental Option
Agreement") and the Issuer and MAC entered into an amendment to
MAC's Series A Warrant to purchase up to 3,762,500 shares of
Stock (the "MAC Warrant Amendment"). The result of the above-
referenced transactions was to place the parties in substantially
the same respective positions that they would have been in if
Continental had participated in the original transaction
previously described in the Schedule 13D.
The Continental Purchase Agreement provides that, if the
Issuer's Board of Directors requests that TAG purchase Additional
Notes pursuant to Section 5.1 of the Purchase Agreement, each of
TAG, MAC and Continental shall purchase its pro rata portion of
such Additional Notes provided that there is then no Event of
Default under any of the Airlie Note, the MAC Note in the
principal amount of $250,000 (the "MAC Note") and the Continental
Note. The Continental Purchase Agreement also provides that all
prepayments by the Issuer under the Airlie Note, the MAC Note and
the Continental Note shall be made on a pro rata basis.
The terms of the Continental Warrant are substantially
identical to those of the New Airlie Warrant except with respect
to the underlying security into which the Continental Warrant and
the New Airlie Warrant are respectively exercisable. Pursuant to
the Issuer's Certificate of Designation, Preferences and Rights
of Shares of Series A Non-Voting Convertible Preferred Stock (the
"Certificate of Designation"), each share of the Preferred Stock
generally is convertible into ten shares of Stock (subject to
adjustment) upon the holder's reasonable belief that any of
several enumerated conversion events will be consummated. Such
conversion events generally include 1) any public offering or
public sale of securities of the Issuer or 2) any sale of
securities of, or merger, consolidation or similar transaction
involving, the Issuer resulting in a change in control of the
Issuer.
The description set forth herein of the Exchange Agreement,
the Continental Purchase Agreement, the Continental Note, the New
Airlie Warrant, the Continental Warrant, the Amended Registration
Rights Agreement, the Amended Option Agreement, the Continental
Option Agreement, the MAC Warrant Amendment and the Certificate
of Designation is not, and does not purport to be, complete, and
is qualified in its entirety by reference to such documents,
which, except for the Certificate of Designation, are attached
hereto as Exhibits P-X. The Certificate of Designation is on
file with the Delaware Secretary of State.
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.
Paragraphs (a)-(b) of Item 5 hereby are amended in their
entirety to read as follows:
(a)
TAG
The aggregate number of shares of the Stock that TAG owns
beneficially, pursuant to Rule 13d-3 of the Act, is 38,780,940,
which constitutes approximately 28.6% of the 135,705,207 shares
of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i)
of the Act.
EBD
Because of its position as the sole general partner of TAG,
EBD may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 38,780,940 shares of the Stock, which
constitutes approximately 28.6% of the 135,705,207 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the
Act.
DAC
Because of his position as one of two general partners of
EBD, DAC may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 38,780,940 shares of the Stock, which
constitutes approximately 28.6% of the 135,705,207 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the
Act.
TMT-FW
Because of its position as one of two general partners of
EBD, TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed to
be the beneficial owner of 38,780,940 shares of the Stock, which
constitutes approximately 28.6% of the 135,705,207 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the
Act.
TMT
In his capacity as President and sole stockholder of TMT-FW,
TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 38,780,940 shares of the Stock, which
constitutes approximately 28.6% of the 135,705,207 shares of the
Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the
Act.
MAC
The aggregate number of shares of the Stock that MAC owns
beneficially, pursuant to Rule 13d-3 of the Act, is 3,762,500,
which constitutes approximately 3.2% of the 119,176,767 shares of
the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of
the Act.
AMM
Because of his positions as the President and sole
stockholder of MAC and as the sole general partner of ELX, AMM
may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 15,762,500 shares of the Stock in the
aggregate, which constitutes approximately 13.2% of the
119,176,767 shares of the Stock deemed outstanding pursuant to
Rule 13d-3(d)(1)(i) of the Act.
ELX
The aggregate number of shares of the Stock that ELX owns
beneficially, pursuant to Rule 13d-3 of the Act, is 12,000,000,
which constitutes approximately 10.4% of the outstanding shares
of the Stock.
Except as set forth above, to the best of the knowledge of
the Reporting Persons, none of the persons named in Item 2 herein
is the beneficial owner of any shares of the Stock.
(b)
TAG
Acting through its sole general partner and assuming the
exercise in full of all Series A Warrants held by it, TAG may be
deemed to have the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 38,780,940 shares of
the Stock.
EBD
Acting through its two general partners and as the sole
general partner of TAG, and assuming the exercise in full of all
Series A Warrants held by TAG, EBD may be deemed to have the sole
power to vote or to direct the vote and to dispose or to direct
the disposition of 38,780,940 shares of the Stock.
DAC
As one of two general partners of EBD and assuming the
exercise in full of all Series A Warrants held by TAG, DAC may be
deemed to have shared power to vote or to direct the vote and to
dispose or to direct the disposition of 38,780,940 shares of the
Stock.
TMT-FW
Acting through its President and as one of two general
partners of EBD, and assuming the exercise in full of all Series
A Warrants held by TAG, TMT-FW may be deemed to have shared power
to vote or to direct the vote and to dispose or to direct the
disposition of 38,780,940 shares of the Stock.
TMT
As the President and sole stockholder of TMT-FW and assuming
the exercise in full of all Series A Warrants held by TAG, TMT
may be deemed to have shared power to vote or to direct the vote
and to dispose or to direct the disposition of 38,780,940 shares
of the Stock.
MAC
Acting through its President and assuming the exercise in
full of all Series A Warrants held by it, MAC may be deemed to
have the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 3,762,500 shares of the Stock.
AMM
As the President and sole stockholder of MAC and as the sole
general partner of ELX, and assuming the exercise in full of all
Series A Warrants held by MAC and of the options to acquire
9,245,000 shares of the Stock from TAG and to acquire 2,755,000
shares of the Stock from Continental Illinois Equity Corporation
held by ELX, AMM may be deemed to have the sole power to vote or
to direct the vote and to dispose or to direct the disposition of
15,762,500 shares of the Stock in the aggregate.
ELX
Acting through its sole general partner and assuming the
exercise in full of its options to acquire 9,245,000 shares of
the Stock from TAG and to acquire 2,755,000 shares of the Stock
from Continental Illinois Equity Corporation, ELX may be deemed
to have the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 12,000,000 shares of the
Stock.
(c)-(e)
No material change.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
No material change.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Agreement Pursuant to Rule 13d-l(f)(1)(iii), at
page 22.
Exhibit B -- Stock and Note Purchase Agreement, previously
filed with the Schedule 13D.
Exhibit C -- Form of Registration Rights Agreement,
previously filed with the Schedule 13D.
Exhibit D -- Form of Senior Subordinated Note, previously
filed with the Schedule 13D.
Exhibit E -- Form of Series A Warrant, previously filed with
the Schedule 13D.
Exhibit F -- Form of Management Agreement, previously filed
with the Schedule 13D.
Exhibit G -- Form of Standstill Letter, previously filed with
the Schedule 13D.
Exhibit H -- Option Agreement, previously filed with the
Schedule 13D.
Exhibit I -- Agreement of Limited Partnership of ELX Limited
Partnership, previously filed with the Schedule 13D.
Exhibit J -- Press Release, previously filed with the
Schedule 13D.
Exhibit K -- Power of Attorney of Alexander M. Milley,
previously filed with the Schedule 13D.
Exhibit L -- Power of Attorney of Milley & Company,
previously filed with the Schedule 13D.
Exhibit M -- Power of Attorney of ELX Limited Partnership,
previously filed with the Schedule 13D.
Exhibit N -- Evidence of Authorization, previously filed with
the Schedule 13D.
Exhibit O -- Press Release, previously filed with Schedule
13D.
Exhibit P -- Agreement between ELXSI Corporation and Airlie
Group L.P.
Exhibit Q -- Stock and Note Purchase Agreement.
Exhibit R -- Senior Subordinated Note.
Exhibit S -- Series A Warrant.
Exhibit T -- Series B Warrant.
Exhibit U -- Amended and Restated Registration Rights
Agreement.
Exhibit V -- Amended and Restated Option Agreement.
Exhibit W -- Option Agreement.
Exhibit X -- Amendment to Milley & Company Series A Warrant.
Exhibit Y -- Power of Attorney of Dort A. Cameron III, page
178.
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
Dated: January 29, 1990
THE AIRLIE GROUP, L.P.,
a Delaware limited partnership
By: EBD, L.P.,
a Delaware limited partnership, General
Partner
By: TMT-FW, Inc.
a Texas corporation, General
Partner
By: /s/ W. Robert Cotham
W. Robert Cotham,
Vice President
EBD, L.P. ,
a Delaware limited partnership
By: TMT-FW, Inc.
a Texas corporation,
General Partner
By: /s/ W. Robert Cotham
W. Robert Cotham,
Vice President
/s/ W. Robert Cotham
W. Robert Cotham,
attorney-in-fact for:
DORT A. CAMERON, III (1)
MILLEY & COMPANY (2)
ALEXANDER M. MILLEY (3)
ELX LIMITED PARTNERSHIP (4)
<PAGE>
(1) A Power of Attorney authorizing W. Robert Cotham, et al., to
act on behalf of Dort A. Cameron, III, is attached hereto as
Exhibit Y.
(2) A Power of Attorney authorizing W. Robert Cotham, et al., to
act on behalf of Milley & Company is to be filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. Robert Cotham, et al., to
act on behalf of Alexander M. Milley is to be filed with the
Securities and Exchange Commission.
(4) A Power of Attorney authorizing W. Robert Cotham, et al., to
act on behalf of ELX Limited with the Securities and
Exchange Commission.
<PAGE>
EXHIBIT "A"
Pursuant to Rule 13d-l(f)(iii) of Regulation General Rules
and Regulations of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, amended, the undersigned
agree that the statement to which this Exhibit is attached is
filed on behalf of capacities set forth hereinbelow.
THE AIRLIE GROUP, L.P.,
a Delaware limited partnership
By: EBD, L.P.,
a Delaware limited partnership,
General Partner
By: TMT-FW, Inc.
a Texas corporation, General
Partner
By: /s/ W. Robert Cotham
Robert Cotham, Vice
President
EBD, L.P. ,
a Delaware limited partnership
By: TMT-FW, Inc.
a Texas corporation, General
Partner
By: /s/ W. Robert Cotham
W. Robert Cotham,
Vice President
/s/ W. Robert Cotham
W. Robert Cotham,
attorney-in-fact for:
DORT A. CAMERON, III (1)
MILLEY & COMPANY (2)
ALEXANDER M. MILLEY (3)
ELX LIMITED PARTNERSHIP (4)
<PAGE>
(1) A Power of Attorney authorizing W. Robert Cotham, et al., to
act on behalf of Dort A. Cameron, III, is attached hereto as
Exhibit Y.
(2) A Power of Attorney authorizing W. Robert Cotham, et al.,
to act on behalf of Milley & Company is to be filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. Robert Cotham, et al., to
act on behalf of Alexander M. Milley is to be filed with the
Securities and Exchange Commission.
(4) A Power of Attorney authorizing W. Robert Cotham, et al., to
act on behalf of ELX Limited Partnership is to be filed with
the Securities and Exchange Commission.
