<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 7)*
Dairy Mart Convenience Stores, Inc.
(Name of Issuer)
Class B Common Stock, Par Value, $.01 Per Share
(Title or Class of Securities)
233860105
(CUSIP Number)
DM Associates Limited Partnership
c/o Charles Nirenberg
Dairy Mart Convenience Stores, Inc.
One Vision Drive
Enfield, CT 06032
Copies to:
Daniel L. Goldberg, Esq.
Bingham, Dana & Gould
150 Federal Street
Boston, MA 02110
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 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.
<PAGE>
CUSIP No. 233860105 13D
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
DM ASSOCIATES LIMITED PARTNERSHIP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
IRS Identification No. 06-1334995
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC,00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
Sole Voting Power: Voting and dispositive power of the
Shares (as defined in this Schedule 13D) owned of record by
DM Associates Limited Partnership are held by its general
partners, New DM Management Associates I and New DM
NUMBER OF Management Associates II.
SHARES ------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH See question 7 above
REPORTING ------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
See question 7 above
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See question 7 above
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
- --------------------------------------------------------------------------------
Page 2 of 14 Pages
<PAGE>
CUSIP No. 233860105 13D
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
NEW DM MANAGEMENT ASSOCIATES I
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
I.R.S. Identification No.: Applied For
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
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
Connecticut
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,531,399
REPORTING ------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,531,399
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,531,399 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
- --------------------------------------------------------------------------------
Page 3 of 14 Pages
<PAGE>
CUSIP No. 233860105 13D
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
CHARLES NIRENBERG
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Social Security No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
500
NUMBER OF ------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,530,849
EACH ------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,531,349
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,531,349 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
Page 4 of 14 Pages
<PAGE>
CUSIP No. 233860105 13D
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
MITCHELL J. KUPPERMAN
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Social Security No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
18,354
NUMBER OF ------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,506,509
EACH ------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 18,354
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,524,863 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
Page 5 of 14 Pages
<PAGE>
Reference is hereby made to the Statement on Schedule 13D, dated March 12,
1992, filed jointly by DM Associates Limited Partnership, DM Management
Associates, and Frank Colaccino, as amended by (i) Amendment No. 1 thereto,
dated August 29, 1994, filed jointly by DM Associates Limited Partnership, DM
Management Associates and Frank Colaccino, (ii) Amendment No. 2 thereto, dated
September 1, 1994, filed jointly by DM Associates Limited Partnership, DM
Management Associates and Frank Colaccino, (iii) Amendment No. 3 thereto, dated
September 8, 1994, filed jointly by DM Associates Limited Partnership, New DM
Management Associates and Charles Nirenberg, (iv) Amendment No. 4 thereto, dated
January 27, 1995, filed jointly by DM Associates Limited Partnership, New DM
Management Associates I, New DM Management Associates II, Frank Colaccino,
Charles Nirenberg, Robert B. Stein, Jr., Gregory G. Landry and Mitchell J.
Kupperman, (v) Amendment No. 5 thereto, dated May 19, 1995, filed jointly by DM
Associates Limited Partnership, New DM Management Associates I and Charles
Nirenberg, and (vi) Amendment No. 6 thereto, dated August 8, 1995, filed jointly
by DM Associates Limited Partnership, New DM Management Associates I, Charles
Nirenberg and Mitchell J. Kupperman (said Statement on Schedule 13D, as so
amended, being hereinafter referred to as the "Schedule 13D"). This Amendment
No. 7 to Schedule 13D is being filed jointly by DM Associates Limited
Partnership, New DM Management Associates I, Charles Nirenberg and Mitchell J.
Kupperman for purposes of amending and supplementing certain information with
respect to DM Associates Limited Partnership, New DM Management Associates I,
New DM Management Associates II, Charles Nirenberg and Mitchell J. Kupperman
provided in the Schedule 13D. Unless otherwise defined herein, capitalized
terms used herein have the same meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby modified, amended and updated by the
following disclosure:
On August 8, 1995, Mr. Nirenberg, as the Managing Partner of DM
Management I, a General Partner of DM Associates, and Mitchell J.
Kupperman, a Partner of DM Management I, caused DM Management I to execute
and deliver, for and on behalf of DM Associates, a written consent (the
"August Consent") with respect to certain of the shares of Class B Common
Stock of the Company owned by DM Associates, representing at least a
majority of the issued and outstanding shares of Class B Common Stock of
the Company, for purposes of electing to the Board, as Class B Directors,
(i) the incumbent Class B directors other than John Everets, Jr. and Robert
B. Stein, Jr. and (ii) Thomas O'Brien and M. Howard Jacobson as successors
to Messrs. Everets and Stein. The August Consent was delivered to the
Company on August 8, 1995 and provided, by its own terms, that the
Page 6 of 14 Pages
<PAGE>
changes in the composition of the Board described above were to become
effective immediately upon delivery of the August Consent.
Also on August 8, 1995, Messrs. Nirenberg and Kupperman filed a
complaint with the Delaware Chancery Court against Robert B. Stein, Jr.,
John W. Everets, Jr., Gregory G. Landry, Frank W. Barrett, Theodore W. Leed
(collectively, the "Director Defendants") and the Company, as a nominal
defendant, seeking a declaration pursuant to Section 225 of the Delaware
General Corporation Law that, as a result of the delivery of the August
Consent, Messrs. Nirenberg, Kupperman, Landry, O'Brien and Jacobson were
duly elected as the Class B directors of the Company. The complaint,
in the alternative, requested relief pursuant to Section 211 of the
Delaware General Corporation Law in the form of an order accelerating and
fixing the date of the Company's 1995 Annual Meeting of Stockholders (the
"Annual Meeting"), as well as fixing the record date in connection
therewith.
On August 14, 1995, the Delaware Chancery Court entered an Order for
Preservation of Status Quo. The Order provided among other things that the
individuals serving as Directors of Dairy Mart as of August 7, 1995 shall
remain in control of the affairs of the Company until the litigation is
finally resolved. The Order also provided that the Defendant Directors and
the Company shall not take, or cause or permit the Company to take,
specified actions without prior notice to, and approval of, the Court,
including the issuance of voting securities or the funding of a trust, the
creation of which was authorized by action taken by resolution of the Board
of Directors of Dairy Mart on August 10, 1995.
The parties stipulated, and the Court ordered, on September 5, 1995,
that the Defendant Directors and the Company would not change, nor seek to
change, the record date for the Annual Meeting, September 29, 1995 (the
"Record Date"), or the date fixed for the Annual Meeting, October 31, 1995.
The parties also agreed to stay the Section 211 claim.
On September 13, 1995, a hearing was held in the Delaware Chancery
Court on the claim of Messrs. Nirenberg and Kupperman that the August
Consent was effective to elect Messrs. Nirenberg, Kupperman, Landry,
O'Brien and Jacobson as the Class B directors of the Company. On that
date, the Delaware Chancery Court ruled that the August Consent was
ineffective to effect such election. The Court ruled that prior to the
holding of the Annual Meeting, Messrs. Nirenberg and Kupperman could not
elect Class B directors without removing from office incumbent Class B
directors. The Court stated, in substance, that since the Company's
Certificate of Incorporation requires a vote of 2/3 of the issued and
outstanding Class B Common Stock of the Company for removal of Class B
directors and the August Consent was not delivered on behalf of the holders
of 2/3 of the issued and outstanding Class B Common Stock of the Company,
the August Consent was not effective to elect Messrs. Nirenberg, Kupperman,
Landry, O'Brien and Jacobson as Class B directors. Messrs. Nirenberg and
Kupperman do not agree with the ruling of the Delaware Chancery Court. The
order is not a final order of the Court because of the pendency of the
Section 211 claim, and no appeal has been taken.
Page 7 of 14 Pages
<PAGE>
On September 16, 1995, the Delaware Chancery Court entered an Order
which provided, among other things, that the Status Quo Order, referenced
above, was vacated; that Plaintiffs' motion to lift the stay proceedings
with respect to their Section 211 claim was denied, without prejudice;
requiring that the Director Defendants and the Company notify the
Plaintiffs and the Court two business days in advance of certain actions,
including issuing voting securities or funding a trust, the creation of
which was authorized by action of the Board of Directors adopted on August
10, 1995; and until September 29, 1995 or further order of the Court,
binding the Company not to effect any transaction which would have the
effect of changing the relative voting power of the Company's stockholders
in a manner which would adversely affect Plaintiffs' relative voting
powers.
On September 29, 1995, Messrs. Nirenberg and Kupperman caused DM
Management I to execute and deliver, for and on behalf of DM Associates, a
second written consent (the "September Consent") with respect to certain of
the shares of Class B Common Stock of the Company owned by DM Associates,
representing at least a majority of the issued and outstanding shares of
Class B Common Stock of the Company, for purposes of electing to the Board,
as Class B directors, (i) the incumbent Class B directors other than John
Everets, Jr., Robert Stein, Jr. and Gregory Landry and (ii) Thomas O'Brien,
M. Howard Jacobson and Joseph Leonardo as successors to Messrs. Everets,
Stein and Landry. If the September Consent is effective, the composition of
the Board has been altered by the September Consent so as to consist of
Messrs. Theodore Leed and Frank Barrett, as Class A directors, and Messrs.
Jacobson, O'Brien, Leonardo, Kupperman and Nirenberg (the "Nirenberg
Nominees"), as Class B directors.
The rationale of the September 13, 1995 order of the Court, if applied
to the September Consent, would mean that the September Consent was
ineffective. The September Consent was delivered because the Director
Defendants had argued, in response to the delivery of the August Consent,
that all directors must be elected by holders of record on a common record
date. Since September 29, 1995 is the record date both for elections to
be held at the Annual Meeting on October 31, 1995 and for the election of
the Class B directors by the September Consent, the delivery of the
September Consent obviates one of the objections raised by the Director
Defendants to the August Consent. The September Consent does not obviate
other objections raised by the Director Defendants to the August Consent.
Messrs. Nirenberg and Kupperman anticipate that the Director Defendants
will not recognize the effectiveness of the September Consent unless
required to do so. They further anticipate that the Delaware Chancery
Court, if asked to rule, would conclude that the September Consent was
ineffective to elect the Nirenberg Nominees as Class B directors for the
same reason that it found the August Consent to be ineffective. Messrs.
Nirenberg and Kupperman expect that to obtain a ruling that either the
August Consent or the September Consent was effective, they will need to
seek a ruling of the Delaware Superior Court.
Page 8 of 14 Pages
<PAGE>
Since there can be no assurance as to the outcome of an appeal to the
Delaware Superior Court, Mr. Nirenberg intends to seek to elect the
Nirenberg Nominees as Class B directors at the Annual Meeting. On September
30, 1995, Mr. Nirenberg submitted to Theodore Leed, as Chairman of the
Nominations Committee, notice that he intends to nominate the Nirenberg
Nominees for election as Class B directors at the Annual Meeting.
Messrs. Nirenberg and Kupperman, in their capacity as partners of DM
Management I, intend to cause DM Management I to direct the vote by DM
Associates of at least 1,506,509 of the 1,858,743 shares held of record by
DM Associates on the Record Date, for purposes of causing the election of
the Nirenberg Nominees as the Class B directors of the Company at the
Annual Meeting. Mr. Nirenberg believes that on the Record Date there were
2,783,060 shares of Class B Common Stock issued and outstanding. Thus, the
1,506,509 shares of Class B Common Stock which Messrs. Nirenberg and
Kupperman intend to cause DM Associates to vote in favor of the election of
the Nirenberg Nominees constitute approximately 54.13% of the total number
of shares of Class B Common Stock entitled to vote at the Annual Meeting.
Although Messrs. Nirenberg and Kupperman expect that they will be able
to direct sufficient voting power on behalf of DM Associates to elect the
Nirenberg Nominees at the Annual Meeting, Mr. Nirenberg
Page 9 of 14 Pages
<PAGE>
intends to solicit proxies from other Class B stockholders. Proxies
solicited by Mr. Nirenberg will be voted in favor of the election of the
Nirenberg Nominees.
At such time as Messrs. Jacobson, O'Brien, Leonardo, Kupperman and
Nirenberg become the Class B directors of the Company (whether because of
the September Consent or upon their election at the Annual Meeting), Mr.
Nirenberg intends to propose to the newly-elected Board of Directors of the
Company (the "New Board") that he be appointed as Chief Executive Officer
of the Company. Mr. Nirenberg believes it is likely that he would have
sufficient support among the members of the New Board to become Chief
Executive Officer of the Company.
In the event that Mr. Nirenberg were to be appointed by the New Board
as Chief Executive Officer of the Company, Mr. Nirenberg anticipates that
he would make a complete evaluation of the Company's management team.
Recommendations as to the retention or dismissal of any member of the
Company's management team would be discussed by Mr. Nirenberg with the New
Board and decisions as to the retention or dismissal of any such member
would be made by the New Board on a case by case basis. Such decisions
will be based on factors including, without limitation, merit and ability
to work effectively as a team. Mr. Nirenberg anticipates that he would
recommend to the New Board that Joseph Leonardo be appointed as President
of the Company, and that, in such position, Mr. Leonardo would be in charge
of the management of the day-to-day affairs of the Company.
Page 10 of 14 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
The disclosure provided in Item 5 of Schedule 13D concerning beneficial
ownership of Shares by each Reporting Person and by DM Management II is hereby
modified, amended and updated by the information set forth below.
The following table sets forth certain information concerning beneficial
ownership of Shares by each Reporting Person and by DM Management II:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT OF
NAME OF PERSON OWNED CLASS (1)
- -------------- ------------ -----------
<S> <C> <C>
DM Associates -0- --
DM Management I 1,531,399 55.0% (2)
DM Management II 327,344 11.8% (3)
Charles Nirenberg 1,531,349 55.0% (4)
Mitchell J. Kupperman 1,524,863 54.8% (5)
</TABLE>
- -------------------
(1) Based on 2,783,060 Shares issued and outstanding as of September 29, 1995.
(2) DM Management I, as managing general partner of DM Associates, has voting
and dispositive power with respect to these Shares.
(3) DM Management II, as special general partner of DM Associates, has voting
and dispositive power with respect to these Shares.
(4) Includes: (i) 500 Shares which Mr. Nirenberg beneficially owns individually
and has sole voting and dispositive power, (ii) 1,530,849 Shares as to
which Mr. Nirenberg shares voting power with Messrs. Stein, Landry and
Kupperman, as general partners of DM Management I, and (iii) 1,530,849
Shares as to which Mr. Nirenberg has sole dispositive power as managing
general partner of DM Management I. Mr. Nirenberg, as an officer, director
and the sole shareholder of FCN, also has shared voting power as the
pledgee under the Stock Pledge Agreement with respect to 1,220,000 of the
1,530,849 Shares listed in clause (ii) of this Note 4, and shares
dispositive power as the pledgee under the Stock Pledge Agreement with
respect to 1,220,000 of the 1,530,849 Shares listed in clause (iii) of this
Note 4. Does not include 500 shares of Class A Common Stock beneficially
owned by Mr. Nirenberg.
Page 11 of 14 Pages
<PAGE>
(5) Includes: (i) 18,354 Shares which Mr. Kupperman beneficially owns
individually and has sole voting and dispositive power and (ii) 1,506,509
Shares as to which Mr. Kupperman shares voting power with Messrs.
Nirenberg, Stein and Landry, as general partners of DM Management I. Does
not include 65,361 shares of Class A Common Stock beneficially owned by Mr.
Kupperman, 60,000 of which are subject to currently exercisable options.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 of Schedule 13D is hereby modified, amended and updated by the
following disclosure:
As described in Item 4 of Schedule 13D, as amended by this Amendment
No. 7 thereto (all of the disclosure provided in such Item 4 being hereby
expressly incorporated by reference), Charles Nirenberg and Mitchell J.
Kupperman, in their capacities as partners of DM Management I, the managing
general partner of DM Associates, have caused DM Management I to execute
and deliver, for and on behalf of DM Associates, a written consent pursuant
to which DM Associates would exercise its power to vote certain of the
shares of Class B Common Stock of the Company owned by DM Associates,
representing a majority of the issued and outstanding shares of Class B
Common Stock of the Company, for purposes of effecting the changes in the
composition of the Board described in more detail in such Item 4. In
addition, also as described in such Item 4, Messrs. Nirenberg and Kupperman
intend to cause DM Management I to direct the vote by DM Associates of at
least 1,506,509 of the 1,858,743 shares held of record by DM Associates on
the Record Date, for purposes of causing the election of Messrs. Jacobson,
O'Brien, Leonardo, Kupperman and Nirenberg as the Class B directors of the
Company at the Annual Meeting.
Each Reporting Person acknowledges that such agreement by Messrs.
Nirenberg and Kupperman to cause DM Associates to exercise its voting
power, in the manner described in the paragraph above, for purposes of
effecting such changes in the composition of the Board may cause such
Reporting Person to be deemed to have become a member of a "group", within
the meaning of Rule 13d-5(b)(1) of the Act, comprised of all of the
Reporting Persons.
Item 7. Material to be Filed as Exhibits.
Page 12 of 14 Pages
<PAGE>
EXHIBIT A Agreement relating to the joint filing of this Amendment No. 7 to
Schedule 13D, as required by Rule 13d-1(f).
Page 13 of 14 Pages
<PAGE>
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.
DM ASSOCIATES LIMITED PARTNERSHIP
By: New DM Management Associates I,
General Partner
By: /s/ Charles Nirenberg
-----------------------
Charles Nirenberg,
Managing Partner
NEW DM MANAGEMENT ASSOCIATES I
By: /s/ Charles Nirenberg
----------------------------
Charles Nirenberg,
Managing Partner
/s/ Charles Nirenberg
--------------------------------
Charles Nirenberg
/s/ Mitchell J. Kupperman
--------------------------------
Mitchell J. Kupperman
Page 14 of 14 Pages
<PAGE>
EXHIBIT A
The undersigned agree that a statement on Schedule 13D to be filed with the
Securities and Exchange Commission on October 4, 1995, will be filed on behalf
of each of them.
DM ASSOCIATES LIMITED PARTNERSHIP
By: New DM Management Associates I,
General Partner
By: /s/ Charles Nirenberg
------------------------
Charles Nirenberg,
Managing Partner
NEW DM MANAGEMENT ASSOCIATES I
By: /s/ Charles Nirenberg
-----------------------------
Charles Nirenberg,
Managing Partner
/s/ Charles Nirenberg
--------------------------------
Charles Nirenberg
/s/ Mitchell J. Kupperman
--------------------------------
Mitchell J. Kupperman
