SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
AEP Industries, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
001031103
(CUSIP Number)
Arthur Goetchius
EGS Partners, L.L.C., 300 Park Ave., 21st Fl., New York, NY 10022
212-755-9000
(Name, address and telephone number of person
authorized to receive notices and communications)
March 18, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement[]. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
PAGE 1 OF 17 PAGES
<PAGE>
13D
CUSIP No. 001031103
_____________________________________________________________________________
(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
138,418
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
138,418
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
138,418
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.88%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 17 PAGES
<PAGE>
13D
CUSIP No. 001031103
_____________________________________________________________________________
(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 **
OO
____________________________________________________________
(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
378,901
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
_____________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
378,901
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
378,901
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.87%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 17 PAGES
<PAGE>
13D
CUSIP No. 001031103
_____________________________________________________________________________
(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
120,033
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
120,033
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
120,033
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.49%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 4 OF 17 PAGES
<PAGE>
13D
CUSIP No. 001031103
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jonas Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
19,739
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
19,739
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
19,739
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.41%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 5 OF 17 PAGES
<PAGE>
13D
CUSIP No. 001031103
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
William Ehrman
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF PF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
37,811
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
680,303
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
37,811
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
680,303
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
718,114
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.92%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 6 OF 17 PAGES
<PAGE>
13D
CUSIP No. 001031103
_____________________________________________________________________________
(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
6,003
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
646,035
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
6,003
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
646,035
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
652,038
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
13.55%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 7 OF 17 PAGES
<PAGE>
13D
CUSIP No. 001031103
____________________________________________________________________________
(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
4,802
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
645,235
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
4,802
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
645,235
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
650,037
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
13.50%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 8 OF 17 PAGES
<PAGE>
13D
CUSIP No. 001031103
_____________________________________________________________________________
(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
645,235
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
645,235
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
645,235
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
13.40%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 9 OF 17 PAGES
<PAGE>
The Schedule 13D, initially filed on March 30, 1990, as
amended, of (i) EGS Associates, L.P., a Delaware limited
partnership ("EGS Associates"), (ii) EGS Partners, L.L.C., a
Delaware limited liability company ("EGS Partners"), (iii) Bev
Partners, L.P., a Delaware limited partnership ("Bev Partners"),
(iv) Jonas Partners, L.P., a Delaware limited partnership ("Jonas
Partners"), (v) William Ehrman, (vi) Frederic Greenberg, (vii)
Frederick Ketcher, and (viii) Jonas Gerstl, relating to the
common stock, $0.01 par value per share (the "Common Stock")
issued by AEP Industries, Inc. (the "Company"), is hereby amended
by this Amendment No. 15 to the Schedule 13D as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by replacing the first paragraph
thereof with the following:
"The net investment cost (including commissions, if any) of
the shares of Common Stock beneficially owned by EGS Associates,
EGS Partners (exclusive of shares beneficially owned by EGS
Overseas), EGS Overseas, Bev Partners and Jonas Partners is
approximately $1,316,581, $4,398,497, $539,005, $903,116, and
$59,844, respectively."
Item 3 is hereby supplemented by the addition of the
following information thereto:
The amount of funds (ecluding commissions, if any), used for
the purchase of shares of Common Stock purchased by Mr. Ehrman
and members of his immediate family since Amendment No. 14 is
approximately $102,525.
Item 3 is hereby further amended by replacing the last two
paragraphs thereof with the following:
"The shares of Common Stock purchased by EGS Associates were
purchased with its investment capital (see Item 5 (v)), and the
shares of Common Stock purchased by EGS Partners were purchased
with investment capital of the respective discretionary accounts
under management of EGS Partners (the "Managed Accounts"). The
shares of Common Stock purchased by Mr. Ehrman were purchased
with personal funds, trust funds, or the funds of members of his
immediate family.
The shares of Common Stock beneficially owned by EGS
Associates, EGS Partners (excluding EGS Overseas), EGS Overseas,
Bev Partners, and Jonas Partners are held in their respective
commingled margin accounts, or in the case of EGS Partners, in
margin and non-margin accounts held by each discretionary
account under its management. Such margin accounts are
maintained at Bear Stearns & Co. Inc., and may from time to time
have debit balances. Non-margin accounts are maintained at
Bankers Trust Company and Chase Manhattan Bank, NA. Since other
securities are held in such margin accounts, it is not possible
to determine the amounts, if any, of margin used with respect to
the shares of Common Stock purchased. The shares owned by Mr.
Greenberg are held in his IRA account and in margin 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 Bear Stearns &
Co., Inc. The shares owned by Mr. Ehrman are held in accounts
maintained at Bishop Rosen Corporation or Bear Stearns and Co.,
Inc, or are beneficially owned by members of his immediate
family. Currently, the interest rate charged on such various
margin accounts is approximately 6.25% per annum."
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 4,813,615 shares outstanding, which is
the total number of shares of Common Stock outstanding as of
February 29, 1996, as reflected in the company's report on
Form 10-Q filed with the Securities and Exchange Commission
(the "Commission") on January 31, 1996 (which is the most
recent Form 10-Q on file).
Page 10 of 17
<PAGE>
As of the close of business on March 18, 1996:
(i) EGS Associates owns beneficially 138,418 shares of Common
Stock, constituting approximately 2.88% 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 299,711 shares
(constituting approximately 6.23% of the shares outstanding),
purchased for discretionary accounts managed by it, other than
EGS Overseas, and 79,190 shares of Common Stock purchased for EGS
Overseas (constituting approximately 1.65% of the shares
outstanding), which, when aggregated, total 378,901 shares of
Common Stock, constituting approximately 7.87% of the shares
outstanding.
(iii) Bev Partners owns beneficially 120,033 shares
of Common Stock, constituting approximately 2.49% of the shares
outstanding.
(iv) Jonas Partners owns 19,739 shares of Common Stock,
constituting less than 1% of the shares outstanding.
(v) Mr. Ehrman owns directly, and beneficially through
ownership by members of his immediate family, 72,879 shares of
Common Stock, constituting approximately 1.51% of the shares
outstanding. On February 1 and February 6, 1996, 4,798 and 5,000
shares of the issuer's Common Stock were contributed to EGS
Associates from Mr. Ehrman's wife and a trust account for Mr.
Ehrman's daughter, respectively, each a limited partner of EGS
Associates.
(vi) Mr. Greenberg owns directly, and beneficially
through ownership by members of his immediate family, 6,803
shares of Common Stock, constituting less than 1% of the shares
outstanding.
(vii) Mr. Ketcher owns directly 4,802 shares of
Common Stock, constituting less than 1% of the shares
outstanding.
(viii) Mr. Gerstl own directly no shares of Common
Stock.
By reason of the provisions of Rule 13D-3 of the Act,
each of the General Partners may be deemed to own the 138,418
shares beneficially owned by EGS Associates, the 378,901 shares
beneficially owned by EGS Partners, the 120,033 shares
beneficially owned by Bev Partners and the 19,739 shares
beneficially owned by Jonas Partners. When the shares
beneficially owned by EGS Associates, EGS Partners, Bev Partners,
and Jonas Partners are aggregated, they total 645,235 shares of
Common Stock, constituting approximately 13.40% of the shares
outstanding.
(viii) In the aggregate, the Reporting Persons
beneficially own a total of 741,576 shares of Common Stock,
constituting approximately 15.41% of the shares outstanding.
(b) (i) Each of EGS Associates, EGS Partners (with
respect to shares of EGS Overseas and other discretionary
accounts), Bev Partners and Jonas Partners has the power to vote
and to dispose of the shares of Common Stock beneficially owned
by it, which power may be exercised by the General Partners.
Each of EGS Overseas and the discretionary accounts is a party to
an investment management agreement with EGS Partners pursuant to
which EGS Partners has investment authority with respect to
securities held in such account.
(ii) Each Reporting Person that is an individual
has the sole power to vote and dispose of the shares owned
directly by him. Messrs. Ehrman and Greenberg have shared power
to vote and dispose of shares owned by members of their immediate
families.
(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 March 18, 1996
until March 18, 1996 by EGS Associates, EGS Partners (excluding
EGS Overseas), EGS Overseas, and Mr. Ehrman are set forth in
Schedules A, B, C, and D, respectively. All such transactions
were effected in the over-the-counter market. During such
period, Bev Partners, Jonas Partners, Frederic Greenberg,
Frederick Ketcher and Mr. Gerstl did not enter into any
transactions in the Common Stock.
PAGE 11 OF 17 PAGES
<PAGE>
(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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to a privately negotiated transaction, on
March 18, 1996, the Company repurchased 168,000 shares of Common
Stock held by offshore Managed Accounts for a price per share
equal to $22.75, which was less than the $23.75 opening market
price per share.
PAGE 12 OF 17 PAGES
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: March 19, 1996
/s/ William Ehrman
William Ehrman, individually
and as general partner of each
of EGS ASSOCIATES, L.P., BEV
PARTNERS, L.P. and JONAS
PARTNERS, L.P. and as a member
of EGS PARTNERS, L.L.C.
/s/ Frederic Greenberg
Frederic Greenberg,
individually and as general
partner of each of EGS
ASSOCIATES, L.P., BEV
PARTNERS, L.P. and JONAS
PARTNERS, L.P. and as a member
of EGS PARTNERS, L.L.C.
/s/ Frederick Ketcher
Frederick Ketcher,
individually and as general
partner of each of EGS
ASSOCIATES, L.P., BEV
PARTNERS, L.P. and JONAS
PARTNERS, L.P. and as a member
of EGS PARTNERS, L.L.C.
/s/ Jonas Gerstl
Jonas Gerstl, individually and
as general partner of each
of EGS ASSOCIATES,
L.P., BEV PARTNERS, L.P.
and JONAS PARTNERS, L.P. and as a
member of EGS PARTNERS, L.L.C.
PAGE 13 OF 17 PAGES
<PAGE>
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)
2/1/96 (5,000)* 8.41
2/1/96 (4,798)* 11.49
________________________________
* Private transaction. (See Item 5(v).)
PAGE 14 OF 17 PAGES
<PAGE>
Schedule B
EGS Partners, L.L.C.
(excluding EGS Overseas Fund, Ltd.)
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
3/18/96 (89,004)* 22.75
________________________________
* Private transaction. (See Item 6.)
PAGE 15 OF 17 PAGES
<PAGE>
Schedule C
EGS Overseas Fund, Ltd.
Transactions in the Common Stock
Price Per Share
Date of Number of (excluding
Transaction Shares Purchased/(Sold) Commissions, if any)
3/18/96 (78,996)* 22.75
________________________________
* Private transaction. (See Item 6.)
PAGE 16 OF 17 PAGES
<PAGE>
Schedule D
William Ehrman
Transactions in the Common Stock
Price Per Share
Date of Number of (excluding
Transaction Shares Purchased Commissions, if any)
2/6/96 (5,000)** 8.41
2/1/96 (4,798)* 11.49
2/9/96 300 23.75
2/9/96 200 23.00
2/13/96 300 23.25
2/16/96 300 23.25
2/20/96 200 24.00
2/21/96 200 23.63
2/26/96 300 23.88
_________________________
* Shares previously held in an account for the benefit of
Mr. Ehrman's wife.
Private transaction. (See Item 5(v).)
** Shares previously held in an account for the benefit of
Mr. Ehrman's daughter.
Private transaction. (See Item 5(v).)
PAGE 17 OF 17 PAGES
<PAGE>
