<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Medco Research, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
584059109
(CUSIP Number)
Arthur Goetchius
300 Park Avenue, 21st Fl., New York, NY 10022 (212) 755-9395
(Name, address and telephone number of person
authorized to receive notices and communications)
July 2, 1997
(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).
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13D Page 2 of 22 Pages
CUSIP No. 584059109
(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
100,683
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
100,683
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
100,683
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.0%
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D Page 3 of 22 Pages
CUSIP No. 584059109
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EGS Partners, L.L.C.
(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
273,666
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
275,286
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
275,286
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.6%
(14) TYPE OF REPORTING PERSON **
IA
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D Page 4 of 22 Pages
CUSIP No. 584059109
(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
48,831
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
48,831
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
48,831
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.5%
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D Page 5 of 22 Pages
CUSIP No. 584059109
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
The Pharmaceutical/Medical Technology Fund, 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
87,346
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
87,346
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
87,346
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.8%
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D Page 6 of 22 Pages
CUSIP No. 584059109
(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
(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
510,526
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
512,146
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
512,146
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.9%
(14) TYPE OF REPORTING PERSON **
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D Page 7 of 22 Pages
CUSIP No. 584059109
(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 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
5,900
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
515,026
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER
5,900
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
516,646
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
522,546
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.0%
(14) TYPE OF REPORTING PERSON **
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D Page 8 of 22 Pages
CUSIP No. 584059109
(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 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
12,100
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
510,526
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER
12,100
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
512,146
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
524,246
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.0%
(14) TYPE OF REPORTING PERSON **
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D Page 9 of 22 Pages
CUSIP No. 584059109
(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
510,526
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
512,146
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
512,146
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.9%
(14) TYPE OF REPORTING PERSON **
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D Page 10 of 22 Pages
CUSIP No. 584059109
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
James McLaren
(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
510,526
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER
512,146
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
512,146
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.9%
(14) TYPE OF REPORTING PERSON **
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D Page 11 of 22 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, no par value (the "Common
Stock"), issued by Medco Research, Inc., a Delaware corporation (the
"Company"), whose principal executive offices are located at 85 T W Alexander
Drive, Research Triangle Park, North Carolina 27709.
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.L.C., a Delaware limited
liability company ("EGS Partners"), with respect to shares of Common Stock
held in 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) The Pharmaceutical/Medical
Technology Fund, L.P., a Delaware limited partnership ("Pharm Fund"), with
respect to shares of Common Stock beneficially owned by it, (v) Frederic
Greenberg, with respect to shares of Common Stock beneficially owned by him,
members of his immediate family, EGS Associates, EGS Partners, Bev Partners
and Pharm Fund, (vi) Frederick Ketcher, with respect to shares of Common
Stock beneficially owned by him, EGS Associates, EGS Partners, Bev Partners
and Pharm Fund; and (vii) William Ehrman, Jonas Gerstl and James McLaren with
respect to shares of Common Stock beneficially owned by EGS Associates, EGS
Partners, Bev Partners and Pharm Fund. 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, Bev Partners and Pharm Fund and
the members of EGS Partners are William Ehrman, Frederic Greenberg, Frederick
Ketcher, Jonas Gerstl and James McLaren (collectively, the "General
Partners").
(b) The address of the principal business and principal office of EGS
Associates, EGS Partners, Bev Partners, Pharm Fund and each of the General
Partners is 300 Park Avenue, New York, New York 10022.
(c) The principal business of each of EGS Associates, Bev Partners and Pharm
Fund 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 private investment firm and 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.
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13D Page 12 of 22 Pages
The present principal occupations of the General Partners are as general
partners of EGS Associates, Bev Partners and Pharm Fund and other limited
partnerships and as members of EGS 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, Bev Partners and Pharm Fund are Delaware
limited partnerships. EGS Partners is a Delaware limited liability company.
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, Bev Partners
and Pharm Fund is approximately $1,209,682, $2,988,495, $708,164 and
$1,025,999, respectively.
To the best of Mr. Greenberg's knowledge, the net investment cost
(including commissions, if any) of the shares of Common Stock owned directly
by Mr. Greenberg, and by members of his immediate family, is approximately
$143,261.
The net investment cost (including commissions, if any) of the shares of
Common Stock owned directly by Mr. Ketcher, is approximately $129,197.
The shares of Common Stock purchased by each of EGS Associates, Bev
Partners and Pharm Fund were purchased with the investment capital of the
respective entities. The shares of Common Stock owned beneficially by EGS
Partners were purchased with investment capital of discretionary accounts
under management of EGS Partners. The shares of Common Stock purchased by
Messrs. Greenberg (and members of his immediate family) and Ketcher were
purchased with personal funds or trust funds.
The shares of Common Stock beneficially owned by EGS Associates, EGS
Partners, Bev Partners, and Pharm Fund are held in their respective commingled
margin accounts, or in the case of EGS Partners, in margin and non-margin
accounts held by discretionary accounts under its management. Such margin
accounts are maintained at Bear Stearns & Co. Inc., and may from time to time
have debit balances. Non-margin accounts are maintained at Bankers Trust
Company. Since other securities are held in such margin accounts, it is not
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13D Page 13 of 22 Pages
possible to determine the amounts, if any, of margin used with respect to the
shares of Common Stock purchased. The shares owned by Mr. Greenberg are held
in his various accounts maintained at Goldman, Sachs & Co. or are beneficially
owned by members of his immediate family. The shares owned by Mr. Ketcher are
held in his various accounts maintained at First Boston Corporation.
Currently, the interest rate charged on such various margin accounts is
approximately 7% per annum.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the acquisition of the shares of the Common Stock by the
Reporting Persons was for investment. The Reporting Persons may in the future
dispose of any or all of the shares of the Common Stock held by it or him at
any time, or acquire other shares.
Except as set forth in the preceding paragraph, 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.
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 on 10,526,932
shares outstanding, which is the total number of shares of Common Stock
outstanding as of April 24, 1997, as reflected in the company's quarterly
report on Form 10-Q filed with the Securities and Exchange Commission (the
"Commission") for the fiscal quarter ended March 31, 1997 (which is the most
recent Form 10-Q on file).
As of the close of business on July 2, 1997:
(i) EGS Associates owns beneficially 100,683 shares of Common
Stock, constituting approximately 1.0% 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 275,286
shares, constituting approximately 2.6% of the shares outstanding, purchased
for discretionary accounts managed by it.
(iii) Bev Partners owns beneficially 48,831 shares of Common
Stock, constituting approximately 0.5% of the shares outstanding.
(iv) Pharm Fund owns 87,346 shares of Common Stock, constituting
approximately 0.8% of the shares outstanding.
<PAGE>
13D Page 14 of 22 Pages
(v) Mr. Greenberg owns directly, and beneficially through
ownership by members of his immediate family, 10,400 shares of Common Stock,
constituting approximately 0.1% of the shares outstanding.
(vi) Mr. Ketcher owns directly 12,100 shares of Common Stock,
constituting approximately 0.1% of the shares outstanding.
(vii) Messrs. Ehrman, Gerstl and McLaren 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 the 100,683 shares beneficially owned by
EGS Associates, the 275,286 shares beneficially owned by EGS Partners, the
48,831 shares beneficially owned by Bev Partners and the 87,346 shares
beneficially owned by Pharm Fund. When the shares beneficially owned by EGS
Associates, EGS Partners, Bev Partners, and Pharm Fund are aggregated, they
total 512,146 shares of Common Stock, constituting approximately 4.9% of the
shares outstanding.
(viii) In the aggregate, the Reporting Persons beneficially
own a total of 534,646 shares of Common Stock, constituting approximately
5.1% of the shares outstanding.
(b) (i) Each of EGS Associates, EGS Partners (with respect to
shares of the discretionary accounts), Bev Partners and Pharm Fund 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, except
that there is no voting power over 1,620 shares of Common Stock held in one
of the discretionary accounts. Each of 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) Each General Partner has the sole power to vote and
dispose of the shares owned directly by him. Mr. Greenberg has shared power
to vote and dispose of shares owned by members of his immediate family.
(c) The trading dates, number of shares of Common Stock
purchased or sold and price per share for all transactions in the Common
Stock from the 60th day prior to July 2, 1997 up to and including July
2, 1997 by EGS Associates, EGS Partners, Pharm Fund, Bev Partners, and Mr.
Ketcher, are set forth in Schedules A, B, C, D and E. During such period,
Messrs. Ehrman, Gerstl, Greenberg and McLaren did not enter into 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.
<PAGE>
13D Page 15 of 22 Pages
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. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is being filed with this Schedule:
Exhibit 1 A written agreement relating to the filing of joint
acquisition statements as required by Rule 13d-1(f)(1) of
the Act.
<PAGE>
<PAGE>
13D Page 16 of 22 Pages
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: July 14, 1997
/s/ William Ehrman
- ------------------------------
William Ehrman, individually and as general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS, L.P. and THE PHARMACEUTICAL/
MEDICAL TECHNOLOGY FUND, L.P. and as member of EGS PARTNERS, L.L.C.
/s/ Frederic Greenberg
- ------------------------------
Frederic Greenberg
/s/ Frederick Ketcher
- ------------------------------
Frederick Ketcher
/s/ Jonas Gerstl
- ------------------------------
Jonas Gerstl
/s/ James McLaren
- ------------------------------
James McLaren
<PAGE>
<PAGE>
13D Page 17 of 22 Pages
Schedule A
EGS Associates, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
06/27/97 2,680 $9.546
07/02/97 5,245 $9.874
<PAGE>
<PAGE>
13D Page 18 of 22 Pages
Schedule B
EGS Partners
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
06/02/97 (3,000) $8.090
06/27/97 7,345 $9.546
06/30/97 780 $9.625
07/02/97 14,430 $9.874
<PAGE>
<PAGE>
13D Page 19 of 22 Pages
Schedule C
The Pharmaceutical/Medical Technology Fund, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
06/19/97 5,000 $8.685
06/27/97 1,820 $9.546
06/30/97 2,220 $9.625
07/02/97 3,570 $9.874
<PAGE>
<PAGE>
13D Page 20 of 22 Pages
Schedule D
Bev Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
06/27/97 1,155 $9.546
07/02/97 2,255 $9.874
<PAGE>
<PAGE>
13D Page 21 of 22 Pages
Schedule E
Frederick Ketcher
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
05/12/97 1,000 $7.820
Page 22 of 22 Pages
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: July 14, 1997
/s/ William Ehrman
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William Ehrman, individually and as general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS, L.P. and THE PHARMACEUTICAL/
MEDICAL TECHNOLOGY FUND, L.P. and as member of EGS PARTNERS, L.L.C.
/s/ Frederic Greenberg
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Frederic Greenberg
/s/ Frederick Ketcher
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Frederick Ketcher
/s/ Jonas Gerstl
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Jonas Gerstl
/s/ James McLaren
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James McLaren
