UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Graham Corporation
(Name of Issuer)
Common Stock, Par Value $.10
(Title of Class of Securities)
384556106
(CUSIP Number)
Arthur Goetchius (212) 755-9000
EGS Partners, L.P., 300 Park Avenue, New York, NY 10022
(Name, Address and Telephone Number of Person
Authorized to Recieve Notices and Communications)
January 26th, 1995
(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 [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting 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.)
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 purposes 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).
<PAGE>
13D
CUSIP No. 384556106
_____________________________________________________________________________
(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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
27,274
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
27,274
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
27,274
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.59%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 384556106
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EGS 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 **
AF
_____________________________________________________________________________
(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 OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
33,015
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
33,015
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
33,015
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.14%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 384556106
_____________________________________________________________________________
(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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
21,311
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
21,311
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
21,311
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.03%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 384556106
_____________________________________________________________________________
(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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
5,900
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
5,900
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,900
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.56%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 384556106
_____________________________________________________________________________
(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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
3,200
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
90,800
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
3,200
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
90,800
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
94,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.94%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 384556106
_____________________________________________________________________________
(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
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
87,500
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
87,500
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
87,500
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.32%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 384556106
_____________________________________________________________________________
(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
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
87,500
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
87,500
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
87,500
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.32%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 384556106
_____________________________________________________________________________
(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
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
87,500
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
87,500
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
87,500
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.32%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Schedule 13D, initially filed on October 3, 1989, as
amended, is hereby amended and restated in its entirety by this
Amendment No. 10 to the Schedule 13D as follows:
Item 1. Security and Issuer.
- ------ -------------------
This statement relates to the common stock, par value $.10
per share (the "Common Stock"), issued by Graham Corporation, a
Delaware corporation (the "Company"), whose principal executive
offices are 20 Florence Avenue, Batavia, New York 14020.
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.P., a Delaware limited partnership ("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 EGS Associates, EGS Partners, Bev Partners,
and Jonas Partners; (vii) Frederick Ketcher, with respect to
shares of Common Stock beneficially owned by EGS Associates, EGS
Partners, Bev Partners, and Jonas Partners; and (viii) Jonas
Gerstl, 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, and Jonas Gerstl (collectively, the
"General Partners"). Mr. Salvatore DiFranco resigned from EGS
Associates, L.P., EGS Partners, L.P., Bev Partners, L.P., and
Jonas Partners, L.P. as general partner, effective October 31,
1994, and is therefore no longer a reporting person.
(b) The address of the principal business and principal
office of (i) EGS Associates, EGS Partners, Bev Partners, 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 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 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, EGS Partners,
Bev Partners, and Jonas Partners are Delaware limited
partnerships. 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 $437,275, $346,524, $136,841, $368,882 and $75,723,
respectively.
The net investment cost (excluding commissions, if any) of
the shares of Common Stock purchased by Mr. Ehrman, and by
members of his immediate family, is approximately $51,563.
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 the investment capital of each discretionary account
under management of EGS Partners. The shares of Common Stock
purchased by Mr. Ehrman, and members of his immediate family,
were purchased with personal funds.
Messrs. Greenberg, Ketcher, and Gerstl made no acquisitions
of Common Stock since the filing of Amendment No. 9 to the
Schedule 13D.
The shares of Common Stock beneficially owned by each of 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 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. The
shares of Common Stock owned by Mr. Ehrman are held in margin
accounts maintained at Bear Stearns & Co., Inc. or Bishop Rosen
Corporation, or are beneficially owned by members of his
immediate family. Since other securities are held in such margin
accounts, it is not possible to determine the amounts, if any, of
margin used with respect to the shares of Common Stock purchased.
Currently, the interest rate charged on such various margin
accounts is approximately 6.5% per annum.
Item 4. Purpose of Transaction.
- ------ ----------------------
The purpose of the acquisition of the shares of the Common
Stock by the Reporting Persons is for investment. Each may make
further purchases of the Common Stock from time to time and may
dispose of any or all of the shares of the Common Stock held by
it or him at any time. 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 and 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 upon 1,051,499 shares outstanding, which is the total
number of shares of Common Stock outstanding as of November 11,
1994, as reflected in the Company's quarterly report on Form 10-Q
filed with the Securities and Exchange Commission (the
"Commission") for the quarter ended September 30, 1994 (which is
the most recent Form 10-Q on file.)
As of the close of business on January 27, 1995:
(i) EGS Associates owns beneficially 27,274 shares of
Common Stock, constituting approximately 2.59% of the shares
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 22,958 shares of Common Stock
purchased for discretionary accounts managed by it, other than
EGS Overseas, and the 10,057 shares of Common Stock purchased for
EGS Overseas, which when aggregated total 33,015 shares of Common
Stock, constituting approximately 3.14% of the shares
outstanding.
(iii) Bev Partners owns beneficially 21,311 shares of
Common Stock, constituting approximately 2.03% of the shares
outstanding.
(iv) Jonas Partners owns beneficially 5,900 shares of
Common Stock, constituting less than 1% of the shares
outstanding.
(v) Mr. Ehrman owns directly, and beneficially through
ownership by members of his immediate family, 6,500 shares of
Common Stock, constituting less than 1% of the shares
outstanding.
(vi) Messrs. Ketcher, Greenberg and Gerstl own 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 beneficially the
27,274 shares of Common Stock owned by EGS Associates, the 33,015
shares of Common Stock beneficially owned by EGS Partners,
through EGS Overseas and discretionary accounts managed by it,
the 21,311 shares of Common Stock beneficially owned by Bev
Partners and the 5,900 shares of Common Stock beneficially owned
by Jonas Partners. When the shares beneficially owned by EGS
Associates, EGS Partners, Bev Partners and Jonas Partners are
aggregated, they total 87,500 shares of Common Stock,
constituting approximately 8.32% of the shares outstanding.
(vii) In the aggregate, the Reporting Person beneficially
own a total of 94,000 shares of Common Stock, constituting
approximately 8.94% 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 to
dispose of the 3,200 shares of Common Stock owned by him, and
shared power, with members of his immediate family, to vote and
dispose of 3,300 shares of Common Stock owned by members of his
immediate family.
(c) The trading dates, number of shares of Common Stock
sold and price per share for all transactions in the Common Stock
from the 60th day prior to January 26, 1995 through January 27,
1995, by EGS Associates, EGS Partners (excluding EGS Overseas),
EGS Overseas, and Bev Partners are set forth in Schedules A, B,
C, and D, respectively. All such transactions were open market
transactions and were effected on the American Stock Exchange.
During such period no other Reporting Person effected any
transactions in the Common Stock.
(d) No person other than each respective record owner
referred to herein of shares of Common Stock is known to have the
right to receive or the power to direct the receipt of dividends
from or the proceeds of sale of such shares of Common Stock.
(e) Mr. Salvatore DiFranco resigned from EGS Associates,
L.P., EGS Partners, L.P., Bev Partners, L.P., and Jonas Partners,
L.P. as general partner, effective October 31, 1994, and is
therefore no longer a reporting person.
Item 6. Contracts, Arrangements, 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 Issuer 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. Items 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-1(f)(1) promulgated under the Act.
<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: February 2, 1995
/s/ WILLIAM EHRMAN
---------------------------------------
William Ehrman, individually and as
general partner of each of EGS PARTNERS,
L.P., EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P. and JONAS PARTNERS, L.P.
/s/ FREDERIC GREENBERG
---------------------------------------
Frederic Greenberg, individually and as
general partner of each of EGS PARTNERS,
L.P., EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P. and JONAS PARTNERS, L.P.
/s/ FREDERICK KETCHER
---------------------------------------
Frederick Ketcher, individually and as
general partner of each of EGS PARTNERS,
L.P., EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P. and JONAS PARTNERS, L.P.
/s/ JONAS GERSTL
---------------------------------------
Jonas Gerstl, individually and as
general partner of each of EGS PARTNERS,
L.P., EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P. and JONAS PARTNERS, L.P.
<PAGE>
Schedule A
----------
EGS Associates, L.P.
--------------------
Transactions in the Common Stock
Price Per Share
Date of Number of Shares (including
Transaction Purchased/(Sold) Commissions, if any)
- ----------- ---------------- --------------------
January 26, 1995 (5,994) $11.18
<PAGE>
Schedule B
----------
EGS Partners, L.P.
------------------
(excluding EGS Overseas Fund Limited)
Transactions in the Common Stock
Price Per Share
Date of Number of Shares (including
Transaction Purchased/(Sold) Commissions, if any)
- ----------- ---------------- --------------------
January 26, 1995 (6,012) $11.18
<PAGE>
Schedule C
----------
EGS Overseas Fund, Ltd.
-----------------------
Transactions in the Common Stock
Price Per Share
Date of Number of Shares (including
Transaction Purchased/(Sold) Commissions, if any)
- ----------- ---------------- --------------------
January 26, 1995 (17,000) $11.18
<PAGE>
Schedule D
----------
Bev Partners, L.P.
------------------
Transactions in the Common Stock
Price Per Share
Date of Number of Shares (including
Transaction Purchased/(Sold) Commissions, if any)
- ----------- ---------------- --------------------
January 26, 1995 (5,994) $11.18
<PAGE>
EXHIBIT 1
- ---------
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(f)(1)
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: February 2, 1995
/s/ WILLIAM EHRMAN
---------------------------------------
William Ehrman, individually and as
general partner of each of EGS PARTNERS,
L.P., EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P. and JONAS PARTNERS, L.P.
/s/ FREDERIC GREENBERG
---------------------------------------
Frederic Greenberg, individually and as
general partner of each of EGS PARTNERS,
L.P., EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P. and JONAS PARTNERS, L.P.
/s/ FREDERICK KETCHER
---------------------------------------
Frederick Ketcher, individually and as
general partner of each of EGS PARTNERS,
L.P., EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P. and JONAS PARTNERS, L.P.
/s/ JONAS GERSTL
---------------------------------------
Jonas Gerstl, individually and as
general partner of each of EGS PARTNERS,
L.P., EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P. and JONAS PARTNERS, L.P.
