SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Gleason Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
377339106
(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)
April 25, 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 500,400 shares, which
constitutes approximately 9.7% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 5,166,374
shares outstanding.
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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: 146,200(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 146,200(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
146,200
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.8%
14. Type of Reporting Person: 00-Trust
- ------------
(1) Power is exercised through its sole trustee, Perry R. Bass
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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: USA
7. Sole Voting Power: 146,200 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 146,200 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
146,200 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.8%
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.
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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: USA
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:
146,200 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.8%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as one of two trustors of The Bass Management
Trust.
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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: USA
7. Sole Voting Power: 146,200
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 146,200
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
146,200
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.8%
14. Type of Reporting Person: IN
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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: 161,500 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 161,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
161,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.1%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its sole general partner, EBD, L.P.
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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: 161,500(1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 161,500(1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
161,500 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.1%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, Dort A. Cameron,
III and TMT-FW, Inc.
(2) Solely in its capacity as the sole general partner of The Airlie Group,
L.P.
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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: 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: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 161,500 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 161,500 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
161,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.1%
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.
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<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: 161,500 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 161,500 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
161,500 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.1%
14. Type of Reporting Person: IN
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(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 general partner of The Airlie Group, L.P.
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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: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 161,500 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 161,500 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
161,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.1%
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 general partners of EBD, L.P., which is the
sole general partner of The Airlie Group, L.P.
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1. Name of Reporting Person:
James C. Garnett
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: USA
7. Sole Voting Power: 1,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,000
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: 45,500(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 45,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
45,500
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: 00-Trust
- ------------
(1) Power is exercised through one of its trustees and its sole trustor, Sid
R. Bass.
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<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: USA
7. Sole Voting Power: 45,500(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 45,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
45,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.8%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass
Management Trust and by virtue of his power to revoke same.
<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 May
10, 1993, as amended by Amendment No. 1 dated September 3, 1993, Amendment
No. 2 dated November 8, 1993, and by Amendment No. 3 dated November 19, 1993
(the "Schedule 13D"), relating to the Common Stock, par value $1.00 per
share, of Gleason Corporation. 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 shares of Common Stock, par value $1.00
per share (the "Stock"), of Gleason Corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 1000 University
Avenue, Rochester, New York 14692.
Item 2. IDENTITY AND BACKGROUND.
Item 2 hereby is amended and restated in its entirety 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 Bass Management Trust ("BMT"), Perry R. Bass ("PRB"), Nancy
L. Bass ("NLB"), Lee M. Bass ("LMB"), 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"), James C. Garnett ("JCG"), Sid R. Bass
Management Trust ("SRBMT") and Sid R. Bass ("SRB"). BMT, PRB, NLB, LMB, TAG,
EBD, DAC, TMT-FW, TMT, JCG, SRBMT and SRB 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. Effective as of May 29, 1994,
David A. Sachs ("DAS") terminated his employment with TMT-FW. As a result of
the termination of such relationship, DAS and his spouse, Karen Richards
Sachs, shall no longer be Reporting Persons for purposes of this and all
future filings on Schedule 13D.
(b) - (c)
BMT
BMT is a revocable grantor trust established pursuant to the Texas Trust
Act. The principal business address of BMT, which also serves as its
principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
PRB is one 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 address 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.
LMB
LMB's principal occupation or employment is serving as President of Lee
M. Bass, Inc. ("LMB, Inc."). LMB's business address is 201 Main Street,
Suite 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 Bass
Enterprises Production Co.("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.
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.
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 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.
TMT
See answers above.
JCG
JCG's principal occupation or employment is serving as an employee of
Taylor & Co. JCG's business address is 201 Main Street, Suite 3200, 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 two of its Trustees, LMB and PRB, is set forth
above. Information with respect to its other Trustee, SRB, 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.
(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 persons 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 the funds used by the Reporting Persons to
purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
BMT Trust Funds (1) $1,830,018.32 (2)
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
LMB Personal Funds (3) $1,830,018.32 (4)
TAG Working Capital (5) $3,660,036.59 (6)
EBD Not Applicable Not Applicable
DAC Not Applicable Not Applicable
TMT-FW Not Applicable Not Applicable
TMT Not Applicable Not Applicable
JCG Personal Funds (3) $ 14,205.35
SRBMT Trust Funds (1) $ 844,557.20
SRB Not Applicable Not Applicable
(1) 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 the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(2) This figure represents the total amount expended by BMT for all
purchases of shares of the Stock without subtracting sales; therefore, such
figure does not represent BMT's net investment in shares of the Stock. BMT's
net investment in shares of the Stock is $1,823,723.78.
(3) As used herein, the term "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 figure represents the total amount expended by LMB for all
purchases of shares of the Stock without subtracting sales; therefore, such
figure does not represent LMB's net investment in shares of the Stock. LMB's
net investment in shares of the Stock is $1,823,723.78.
(5) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for
the specific purpose of acquiring, handling, trading or voting the Stock.
(6) This figure represents the total amount expended by TAG for all
purchases of shares of the Stock without subtracting sales; therefore, such
figure does not represent TAG's net investment in shares of the Stock. TAG's
net investment in shares of the Stock is $739,280.19.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated in its entirety to read as
follows:
The Reporting Persons acquired and continue to hold the Shares of the
Stock reported herein for investment purposes. Consistent with such
purposes, representatives of the Reporting Persons have had discussions with
management, directors and other shareholders regarding the business of the
Issuer and possible ways to maximize long-term shareholder value. The
Reporting Persons intend to continue to explore with such persons various
ideas in this regard.
Representatives of the Reporting Persons have suggested that the Board
consider renewed purchases of shares of the Stock in the open market pursuant
to the Issuer's share repurchase program in light of the Issuer's
expectations as to 1995 earnings and cash-flow. Such representatives have
also recommended that the Issuer significantly improve its communications
with, and provision of information to, the investment community in order to
aid the maximization of shareholder value.
Depending on market conditions and other factors that each of the
Reporting Persons may deem material to its investment decisions, 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 on the
open market or in private transactions.
In order to fund partnership distributions, TAG has sold a portion of
its Stock and may, from time to time, effect further such sales, depending on
market conditions and other factors. The Bass parties continue to hold their
shares of the Stock for investment purposes, as stated above.
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.
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)
BMT
The aggregate number of shares of the Stock that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 146,200, which constitutes
approximately 2.8% of the outstanding shares of the Stock.
PRB
Because of his positions as Trustee and as a Trustor of BMT, PRB may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
146,200 shares of the Stock, which constitutes approximately 2.8% of the
outstanding shares of the Stock.
NLB
Because of her position as a Trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 146,200 shares of
the Stock, which constitutes approximately 2.8% 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 146,200, which constitutes
approximately 2.8% of the outstanding shares of the Stock.
TAG
The aggregate number of shares of the Stock that TAG owns beneficially,
pursuant to Rule 13d-3 of the Act, is 161,500, which constitutes
approximately 3.1% 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
161,500 shares of the Stock, which constitutes approximately 3.1% of the
outstanding shares of the Stock.
DAC
Because of his position as one of two general partners of EBD, the sole
general partner of TAG, DAC may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 161,500 shares of the Stock, which constitutes
approximately 3.1% of the outstanding shares of the Stock.
TMT-FW
Because of its position as one of two general partners of EBD, the sole
general partner of TAG, TMT-FW may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 161,500 shares of the Stock, which
constitutes approximately 3.1% of the outstanding shares of the Stock.
TMT
Because of his position as the President and sole shareholder of TMT-FW,
TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 161,500 shares of the Stock, which constitutes approximately 3.1% of
the outstanding shares of the Stock.
JCG
The aggregate number of shares of the Stock that JCG owns beneficially,
pursuant to Rule 13d-3 of the Act, is 1,000, 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 45,500, which constitutes
0.8% of the outstanding shares of the Stock.
SRB
Because of his positions as a Trustee and sole Trustor 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 45,500 shares of the Stock, which
constitutes 0.8% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
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 146,200 shares of the
Stock.
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 146,200 shares
of the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to
direct the disposition of any 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 146,200 shares of the Stock.
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 161,500
shares of the Stock.
EBD
As the sole general partner of TAG, EBD has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 161,500 shares
of the Stock.
DAC
As one of two general partners of EBD, which is the sole general partner
of TAG, DAC has shared power to vote or to direct the vote and to dispose or
to direct the disposition of 161,500 shares of the Stock.
TMT-FW
As one of two general partners of EBD, which is the sole general partner
of TAG, TMT-FW has shared power to vote or to direct the vote and to dispose
or to direct the disposition of 161,500 shares of the Stock.
TMT
As the President and sole shareholder of TMT-FW, which is one of two
general partners of EBD, which is the sole general partner of TAG, TMT has
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 161,500 shares of the Stock.
JCG
JCG has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 1,000 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 45,500 shares of the Stock.
SRB
Because of his position as a Trustee and the sole Trustor 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 45,500 shares
of the Stock.
(c) During the past sixty days, the Reporting Persons have effected
transactions in shares of the Stock in open market transactions on the New
York Stock Exchange as follows:
NO. OF SHARES
REPORTING PURCHASED (P) PRICE PER
PERSONS DATE OR SOLD (S) SHARE
SRBMT 04/11/95 10,000(P) $18.15
SRBMT 04/11/95 7,500(P) 18.19
SRBMT 04/12/95 8,000(P) 19.11
SRBMT 04/12/95 17,000(P) 18.31
SRBMT 04/13/95 3,000(P) 20.86
TAG 04/17/95 11,900(S) 21.94
TAG 04/20/95 15,000(S) 21.24
TAG 04/24/95 40,000(S) 22.86
TAG 04/24/95 20,000(S) 21.94
TAG 04/25/95 39,000(S) 22.59
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the shares of the Stock during
the past sixty days.
(d)
Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of the Stock
owned by such Reporting Person.
(e)
Not applicable.
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 contracts, arrangements, 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)(1)(iii).
<PAGE>
<PAGE>
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.
DATED: April 26, 1995
/s/ W. R. Cotham
W. R. Cotham, Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY L. BASS (3)
LEE M. BASS (4)
DORT A. CAMERON, III (5)
THOMAS M. TAYLOR (6)
JAMES C. GARNETT (7)
SID R. BASS MANAGEMENT TRUST (8)
SID R. BASS (9)
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
TMT-FW, INC.,
a Texas corporation
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 The Bass Management Trust 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 Perry R. Bass 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 Nancy L. 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 Lee M. Bass 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 Dort A. Cameron, III 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 Thomas M. Taylor 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 James C. Garnett 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 Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(9) 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.
<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)(1)(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 agrees that the statement to which this Exhibit is attached
is filed on behalf of each of them in the capacities set forth below.
/s/ W. R. Cotham
W. R. Cotham, Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY L. BASS (3)
LEE M. BASS (4)
DORT A. CAMERON, III (5)
THOMAS M. TAYLOR (6)
JAMES C. GARNETT (7)
SID R. BASS MANAGEMENT TRUST (8)
SID R. BASS (9)
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
TMT-FW, INC., a Texas corporation
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 The Bass Management Trust 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 Perry R. Bass 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 Nancy L. 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 Lee M. Bass 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 Dort A. Cameron, III 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 Thomas M. Taylor 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 James C. Garnett 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 Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(9) 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.
