SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Petroleum Heat and Power Co., Inc.
(Name of Issuer)
Class A Common Stock, Par Value $ .10 Per Share
(Title of Class of Securities)
716600309
(CUSIP Number)
W. Robert Cotham
201 Main Street, Suite 2600, Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 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 [ ].
*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 1,085,023, which
constitutes approximately 4.7% of the total number of shares
outstanding. All ownership percentages set forth herein assume that
there are 22,855,097 shares outstanding.
<PAGE>
<PAGE>
1. Name of Reporting 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
7. Sole Voting Power: 1,052,864 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,052,864 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,052,864
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.6%
14. Type of Reporting Person: PN
(1) Power is exercised through its sole general partner, EBD L.P.<PAGE>
<PAGE>
1. Name of Reporting 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
7. Sole Voting Power: 1,052,864 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,052,864 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,052,864 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.6%
14. Type of Reporting Person: PN
(1) Power is exercised through its two general partners, TMT-FW, Inc. and
Dort A. Cameron III.
(2) Solely in its capacity as the sole general partner of The Airlie Group
L.P.<PAGE>
<PAGE>
1. Name of Reporting 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: 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: Dort A. Cameron III
is a citizen of the United States of America
7. Sole Voting Power:7,159
Number of
Shares
Beneficially 8. Shared Voting Power: 1,052,864 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 7,159
Person
With
10. Shared Dispositive Power: 1,052,864 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,060,023 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.7
14. Type of Reporting Person: IN
(1) Solely in his capacity as one of two general partners of EBD L.P.
which is the sole general partner of The Airlie Group, L.P. with
respect to 1,052,864 shares.<PAGE>
<PAGE>
1. Name of Reporting 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
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,052,864 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,052,864 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,052,864 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.6%
14. Type of Reporting Person: CO
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as one of two general partners of EBD L.P.,
which is the sole generl partner of The Airlie Group, L.P.<PAGE>
<PAGE>
1. Name of Reporting 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
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,052,864 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With 10. Shared Dispositive Power: 1,052,864 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,052,864 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.6%
14. Type of Reporting Person: IN
(1) Solely in his capacity as President and sole shareholder of TMT-FW,
Inc., which is one of two generla partners of EBD, L.P., which is the
sole general partner of The Airlie Group, L.P.<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 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: Lee M. Bass is a
citizen of the United States of America
7. Sole Voting Power: 8,300
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 8,300
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
8,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
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
7. Sole Voting Power: 8,300 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 8,300 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
8,300 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: 00-Trust
(1) Power is exercised through one of its trustees and its sole trustor,
Sid R. Bass<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass
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:
Sid R. Bass is a citizen of the United States of America
7. Sole Voting Power: 8,300 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 8,300 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
8,300 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: IN
(1) Solely in his capacity as a trustee of Sid R. Bass Management Trust
and by virtue of his power to revoke same.<PAGE>
<PAGE>
1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
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
7. Sole Voting Power: 8,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 8,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
8,400 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: 00--Trust
(1) Power is exercised through its sole trustee, Perry R. Bass.<PAGE>
<PAGE>
1. Name of Reporting Person:
Perry R. Bass
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:
Perry R. Bass is a citizen of the United States of America
7. Sole Voting Power: 8,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 8,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
8,400 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/
/
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: IN
(1) Solely in his capacities as sole trustee and as one of two trustors
of The Bass Management Trust<PAGE>
<PAGE>
1. Name of Reporting Person:
Nancy L. Bass
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:
Nancy L. Bass is a citizen of the United States of America
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
8,400 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11):<0.1%
14. Type of Reporting Person: IN
(1) Solely in her capacity as one of two trustors of The Bass Management
Trust<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
October 8, 1993 (the "Schedule 13D"), relating to the Class A Common Stock,
par value $.10 per share, of Petroleum Heat and Power Co. Inc. (the
"Issuer"). Unless otherwise indicated, all defined terms used herein shall
have the same meanings respectively ascribed to them in the Schedule 13D.
Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this filing includes a
composite of all paper filings to date made by the Reporting Persons (as
hereinafter defined) on Schedule 13D with respect to such securities.
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, par value $0.10
per share (the "Stock"), of Petroleum Heat and Power Co., Inc. (the
"Issuer"). The principal executive offices of the Issuer are located at
2187 Atlantic Street, Stamford, Connecticut, 06902.
Item 2. Identity and Background.
Paragraphs (a) - (c) of Item 2 hereby are amended and restated in
their entireties to read as follows:
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Act"), the undersigned hereby file this Schedule 13D
Statement on behalf of The Airlie Group L.P., a Delaware limited
partnership ("TAG"), EBD L.P., a Delaware limited partnership ("EBD"), Dort
A. Cameron III ("DAC"), TMT-FW, Inc., a Texas corporation ("TMT-FW"),
Thomas M. Taylor ("TMT"), Lee M. Bass ("LMB"), Sid R. Bass Management Trust
("SRBMT"), Sid R. Bass ("SRB"), The Bass Management Trust ("BMT"), Perry
R. Bass ("PRB") and Nancy L. Bass ("NLB"). TAG, EBD, DAC, TMT-FW, TMT,
LMB, SRBMT, SRB, BMT, PRB and NLB are sometimes hereinafter referred to as
the "Reporting Persons." The Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Act, although neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by
the Reporting Persons that a group exists.
(b) - (c)
TAG
TAG is a Delaware limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of TAG, which also serves as
its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas
76102. Pursuant to Instruction C to Schedule 13D of the Act, information
with respect to EBD, the sole general partner of TAG, is set forth below.
EBD
EBD is a Delaware limited partnership, the principal business of which
is serving as the sole general partner of TAG. The principal business
address of EBD, which also serves as its principal office, is 201 Main
Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to
Schedule 13D of the Act, information with respect to DAC and TMT-FW, the
two general partners of EBD, is set forth below.
DAC
DAC's business address is 115 East Putnam Avenue, Greenwich,
Connecticut 06830 and his present principal occupation or employment at
such address is serving as one of two general partners of EBD.
TMT-FW
TMT-FW is a Texas corporation, the principal business of which 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 201 Main
Street, Suite 3200, 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 201 Main Street President of Thomas
Suite 3200 M. Taylor & Co.
Fort Worth, Texas 76102 ("Taylor & Co.")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 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 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 201 Main
Street, Suite 2700, Fort Worth, Texas 76102.
TMT
See answers above.
LMB
LMB's prinicpal occupation or employment is serving as President of
Lee M. Bass, Inc. ("LMB, Inc."). LMB"s business address is 201 Main
Street, Auite 2700, Fort Worth, Texas 76102.
LMB, Inc. is a Texas corporation, the principal businesses of which
are the ownership and operation of oil and gas properties (through BEPCO),
the ownership and operation of gas processing plants (through various
partnerships), farming, investing in marketable securities and real estate
investment and development. The principal business address of LMB, Inc.,
which also serves as its principal office, is 201 Main Street, Suite 2700,
Fort Worth, Texas 76102.
SRBMT
SRBMT is a revocable trust existing under the laws of the State of
Texas. the address of SRBMT is 201 Main Street, Suite 2700, Fort Worth,
Texas 76102. Pursuant to Instruction C to the Schedule 13D of the Act,
information with respect to the one of its Trustees, LMB, is set forth
above. Information with respect to its other Trustees, SRB and PRB, is set
forth below.
SRB
SRB's business address is 201 Main Street, Suite 2700. Fort Worth,
Texas, 76102, and his present principal occupation or employment at such
address is serving as President of Sid R. Bass, Inc. ("SRB, Inc.")
SRB, Inc. is a Texas corporation, the principal businesses of which
are the ownership and operation of oil and gas properties (through BEPCO),
the ownership and operation of gas processing plants (through various
partnerships), farming, investing in marketable securities and real estate
investment and development. The principal business address of SRB, Inc.,
which also serves as its principal office, is 201 Main Street, Suite 2700,
Fort Worth, Texas 76102.
BMT
BMT is a revocable grantor trust established pursuant to the Texas
Trust Act. The pricnipal business address of BMT, which also serves as its
principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
PRB is on of the Trustors and the sole Trustee of BMT.
PRB
PRB's business address is 201 Main Street, Suite 2700, Fort Worth,
Texas 76102, and his present principal occupation or employment at such
address is serving as President of Perry R. Bass, Inc.
PRB, Inc. is a Texas corporation, the principal business of which is
ranching and the exploration for and production of hydrocarbons. The
principal business addres of PRB, Inc., which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
NLB
NLB's residence address is 45 Westover Road, Fort Worth Texas 76107,
and she is not presently employed. NLB is the other Trustor of BMT.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the entities or person identified in this Item 2 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) All of the natural persons identified in this Item 2 are citizens
of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 hereby is amended and restated 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) $9,576,154.36 (2)
EBD Not Applicable Not Applicable
DAC Personal Funds (3) $55,530.00(4)
TMT-FW Not Applicable Not Applicable
TMT Not Applicable Not Applicable
LMB Personal Funds (3) $62,250.00
SRBMT Trust Funds (5) $62,250.00
SRB Not Applicable Not Applicable
BMT Trust Funds (5) $63,000.00
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
(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 businesses 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 sum includes $6,973,954.36 expended by TAG to purchase
shares of the Issuer's Class B Common Stock ("Class B Stock"). On July 29,
1992, TAG exchanged all of its shares of Class B Stock for shares of the
Stock pursuant to the Issuer's exchange offer. Since such date, TAG has
expended an additional $2,606,200.00 to acquire the Stock.
(3) As used herein, "Personal Funds" may include sums borrowed from
banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading
or voting the Stock.
(4) This sum reflects the amount expended by DAC to purchase shares
of the Issuer's Class B Common Stock ("Class B Stock"). On November 13,
1992, DAC exchanged all of his shares of Class B Stock for shares of the
Stock pursuant to the Issuer's exchange offer.
(5) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and
brokerage firm margin accounts for general purposes, none of which were
borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
Item 4. Purpose of Transaction.
The Reporting Persons acquired and continue to hold the shares of the
Stock reported herein for investment purposes. Consistent with such
purposes, the Reporting Persons may in the future have discussions with
management, other shareholders of the Issuer and other persons regarding
maximizing long-term shareholder value.
Depending on market conditions and other factors that each Reporting
Person may deem material to its investment decision, such Reporting Person
may purchase additional shares of the Stock in the open market or in
private transactions. Depending on these same factors, such Reporting
Person may sell all or a portion of the shares of the Stock that it now
owns or hereafter may acquire.
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) - (c) of Item 5 hereby are amended and restated in
their entireties 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 1,052,864, which
constitutes approximately 4.6% of the outstanding shares of the Stock.
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
1,052,864 shares of the Stock, which constitutes approximately 4.6% of the
outstanding shares of the Stock.
DAC
Because of his position as one of two general partners of EBD, and
because of his individual ownership of 7,159 shares of the Stock, DAC may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,060,023 shares of the Stock, which constitutes approximately 4.7% of the
outstanding shares of the Stock.
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 1,052,864 shares of the Stock, which constitutes approximately
4.6% of the outstanding shares of the Stock.
TMT
In his capacity as President and sole director of TMT-FW, TMT may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,052,864 shares of the Stock, which constitutes approximately 4.6% of the
outstanding shares of the Stock.
LMB
The aggregate number of shares of the Stock that LMB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 8,300, which
constitutes less than 0.1% of the outstanding shares of the Stock.
SRBMT
The aggregate number of shares of the Stock that SRBMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 8,300, which
constitutes less than 0.1% of the outstanding shares of the Stock.
SRB
Because of his position as a Trustee and by virtue of his power to
revoke same, SRB may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 8,300 shares of the Stock, which constitutes less
than 0.1% of the outstanding shares of the Stock.
BMT
The aggregate number of shares of the Stock that BMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 8,400, which
constitutes less than 0.1% of the outstanding shares of the Stock.
PRB
Because of his positions as Trustee and a Trustor of BMT, PRB may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
8,400 shares of the Stock, which constitutes less than 0.1% of the
outstanding shares of the Stock.
NLB
Because of her position as a Trustor of BMT, PRB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 8,400 shares of
the Stock, which constitutes less than 0.1% of the outstanding shares of
the Stock.
(b)
TAG
Acting through its sole general partner, TAG has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
1,052,864 shares of the Stock.
EBD
In its capacity as the sole general partner of TAG, and acting through
its general partners, EBD has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 1,052,864 shares of the
Stock.
DAC
In his capacity as one of two general partners of EBD, DAC has the
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 1,052,864 shares of the Stock. DAC has sole power to vote
or directthe vote and to dispose or to directthe dispositionof 7,159 shares
of the Stock.
TMT-FW
In its capacity as one of two general partners of EBD, and acting
through its President and sole director, TMT-FW has the shared power to
vote or to direct the vote and to dispose or to direct the disposition of
1,052,864 shares of the Stock.
TMT
In his capacity as the President and sole director of TMT-FW, TMT has
the shared power to vote or to direct the vote and to dispose or to direct
the disposition of 1,052,864 shares of the Stock.
LMB
LMB has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 8,300 shares of the Stock.
SRBMT
Acting through one of its Trustees and its sole Trustor, SRBMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 8,300 shares of the Stock.
SRB
Because of his position as a Trustee of SRBMT and by virtue of his
power to revoke same, SRB has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 8,300 shares of the Stock.
BMT
Acting through its Trustee, BMT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 8,400 shares
of the Stock.
PRB
In his capacity as the Trustee of BMT, PRB has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 8,400
shares of the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose of or to
direct the disposition of any shares of the Stock.
(c) None of the Reporting Persons has effected any transactions in
shares of the Stock during the past sixty (60) days.
(d) No persons other than the Reporting Persons have the right to
receive or to direct the receipt of dividends from, or the proceeds from
the sale of, the shares of the Stock owned by them.
Paragraph (e) of Item 5 hereby is amended and restated in its entirety
to read as follows:
(e) As a result of an increase in the outstanding shares of the Stock
as reported by the Issuer in its most recently filed Annual Report on Form
10-K, the Reporting Persons ceased to be the beneficial owners of more than
five percent of the outstanding shares of the Stock as of March 1, 1995.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no understandings or relationships with respect to the
shares of the Stock owned by the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(l)(iii).
<PAGE>
<PAGE>
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: March 20, 1995
/s/ W. R. Cotham
W. R. Cotham
Attorney-in-Fact for:
DORT A. CAMERON III (1)
THOMAS M. TAYLOR (2)
LEE M. BASS(3)
SID R. BASS MANAGEMENT TRUST(4)
SID R. BASS (5)
THE BASS MANAGEMENT TRUST(6)
PERRY R. BASS(7)
NANCY L. BASS(8)
Vice President of TMT-FW, INC.
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. R. Cotham
W. R. Cotham,
Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, INC.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Dort A. Cameron III, previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Thomas M. Taylor previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Lee M. Bass previously has been filed with the
Securities and Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Sid R. Bass Management Trust previously has been filed
with the Securities and Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Sid R. Bass previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of The Bass Management Trust previously has been filed
with the Securities and Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Perry R. Bass previously has been filed with the
Securities and Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on
behalf of Nancy L. Bass previously has been filed with the
Securities and Exchange Commission.<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Description
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith
EXHIBIT 99.1
Pursuant to Rule 13d-1(f)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of them in the
capacities set forth hereinbelow.
/s/ W. R. Cotham
W. R. Cotham
Attorney-in-Fact for:
DORT A. CAMERON III (1)
THOMAS M. TAYLOR (2)
LEE M. BASS(3)
SID R. BASS MANAGEMENT TRUST(4)
SID R. BASS (5)
THE BASS MANAGEMENT TRUST(6)
PERRY R. BASS(7)
NANCY L. BASS(8)
Vice President of TMT-FW, INC.
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. R. Cotham
W. R. Cotham,
Vice President
EBD L.P.,
a Delaware limited partnership
By: TMT-FW, INC.,
a Texas corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Dort A. Cameron III, previously has been filed with the Securities
and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
