SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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)
October 28, 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
141,818
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
141,818
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
141,818
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.99%
_________________________________________________________________
(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
330,146
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
334,621
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
334,621
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.69%
_________________________________________________________________
(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
136,033
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
136,033
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
136,033
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.91%
_________________________________________________________________
(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
7,883
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
7,883
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
7,883
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.11%
_________________________________________________________________
(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 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
United States
_________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
45,011
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
615,880
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
45,011
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
666,039
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
711,050
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.97%
_________________________________________________________________
(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 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
United States
_________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
6,003
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
615,880
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
6,003
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
621,156
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
627,159
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.80%
_________________________________________________________________
(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 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
United States
_________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
4,802
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
615,880
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
4,802
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
620,355
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
625,157
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.77%
_________________________________________________________________
(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 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
United States
_________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
615,880
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
620,355
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
620,355
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.70%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 9 OF 17 PAGES
<PAGE>
13D
CUSIP No. 001031103
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
James McLaren
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS **
AF 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
United States
_________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
615,880
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
620,355
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
620,355
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.70%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 10 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. 18 to the Schedule 13D as follows:
Item 2 is hereby amended and restated in its entirety as follows:
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) EGS Associates, L.P., a
Delaware limited partnership ("EGS Associates"), with respect to
shares of Common Stock beneficially owned by it, (ii) EGS
Partners, L.L.C., a Delaware limited liability company ("EGS
Partners"), with respect to shares of Common Stock beneficially
owned by EGS Overseas Fund Limited, a British Virgin Islands
corporation ("EGS Overseas"), as well as shares of Common Stock
held in other discretionary accounts managed by EGS Partners,
(iii) BEV Partners, L.P., a Delaware limited partnership ("BEV
Partners"), with respect to shares of Common Stock beneficially
owned by it, (iv) Jonas Partners, L.P., a Delaware limited
partnership ("Jonas Partners"), with respect to shares of Common
Stock beneficially owned by it, (v) William Ehrman, with respect
to shares of Common Stock beneficially owned by him, members of
his immediate family (including his brother and his brother's
wife), EGS Associates, EGS Partners, Bev Partners and Jonas
Partners, (vi) Frederic Greenberg, with respect to shares of
Common Stock beneficially owned by him, members of his immediate
family, EGS Associates, EGS Partners, Bev Partners and Jonas
Partners, (vii) Frederick Ketcher, with respect to shares of
Common Stock beneficially owned by him, members of his immediate
family, EGS Associates, EGS Partners, BEV Partners and Jonas
Partners; (viii) Jonas Gerstl, with respect to shares of Common
Stock beneficially owned by EGS Associates, EGS Partners, Bev
Partners and Jonas Partners; and (ix) James McLaren, with respect
to shares of Common Stock beneficially owned by EGS Associates,
EGS Partners, Bev Partners and Jonas Partners. The foregoing
persons hereinafter sometimes are referred to collectively as the
"Reporting Persons". Any disclosures herein with respect to
persons other than the Reporting Persons are made on information
and belief after making inquiry to the appropriate party.
The general partners of EGS Associates, BEV Partners and
Jonas Partners are William Ehrman, Frederic Greenberg, Frederick
Ketcher, Jonas Gerstl and James McLaren (collectively, the
"General Partners"). The members of EGS Partners are William
Ehrman, Frederic Greenberg, Frederick Ketcher, Jonas Gerstl and
James McLaren.
(b) The address of the principal business and principal
office of (i) EGS Associates, EGS Partners, BEV Partners, Jonas
Partners and each of the General Partners is 300 Park Avenue, New
York, New York 10022 and (ii) EGS Overseas is CITCO Building,
Wickhams Cay, P.O. Box 662, Road Town, Tortola, British Virgin
Islands.
(c) The principal business of each of EGS Associates, EGS
Overseas, BEV Partners and Jonas Partners is that of a private
investment firm, engaging in the purchase and sale of securities
for investment for its own account. The principal business of
EGS Partners is that of a registered investment adviser under the
Investment Advisers Act of 1940, as amended, engaging in the
purchase and sale of securities for investment on behalf of
discretionary accounts including EGS Overseas. The present
principal occupations of the General Partners are as general
partners of EGS Associates, Bev Partners and Jonas Partners, as
members of EGS Partners, and as Managing Directors of EGS
Securities Corp.
(d) None of the persons referred to in paragraph (a) above
has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the persons referred to in paragraph (a) above
has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to
such laws.
(f) Each of the individuals referred to in paragraph (a)
above is a United States citizen. EGS Associates, BEV Partners
and Jonas Partners are Delaware limited partnerships. EGS
Partners is a Delaware limited liability company. EGS Overseas
is a British Virgin Islands corporation.
PAGE 11 OF 17 PAGES
<PAGE>
Item 3 is hereby amended and restated in its entirety as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost (including commissions, if any) of
the shares of Common Stock beneficially owned by EGS Associates,
EGS Partners (exclusive of shares beneficially owned by EGS
Overseas), EGS Overseas, BEV Partners and Jonas Partners is
approximately $1,459,268, $5,388,472, $536,061, $1,532,686 and
$59,844, respectively.
The net investment cost (excluding commissions, if any) of
the shares of Common Stock owned directly by Mr. Greenberg, and
by members of his immediate family, is approximately $60,011.
The net investment cost (excluding commissions, if any) of
the shares of Common Stock owned directly by Mr. Ehrman and his
immediate family (including his brother and his brother's wife),
is approximately $1,505,448.
The net investment cost (excluding commissions, if any) of
the shares of Common Stock owned directly by Mr. Ketcher, is
approximately $44,130.
The shares of Common Stock purchased by EGS Associates and
Bev Partners were purchased with their 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. 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 Bear Stearns and
Co., Inc, or are beneficially owned by members of his immediate
family (including his brother and his brother's wife).
Currently, the interest rate charged on such various margin
accounts is approximately 5.5% per annum.
Item 5 is hereby amended and restated in its entirety as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Based upon a conversation with the transfer agent for
the issuer, the approximate aggregate number of shares of
Common Stock outstanding as of October 30, 1996 is 7,130,303.
As of the close of business on October 28, 1996:
(i) EGS Associates owns beneficially 141,818 shares of
Common Stock, constituting approximately 1.99% 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 255,931 shares (constituting
approximately 3.59% of the shares outstanding), purchased for
discretionary accounts managed by it, other than EGS Overseas,
and 78,690 shares of Common Stock purchased for EGS Overseas
(constituting approximately 1.10% of the shares outstanding),
which, when aggregated, total 334,621 shares of Common Stock,
constituting approximately 4.69% of the shares outstanding. One
of the discretionary accounts managed by EGS Partners terminated
its Investment Management Agreement effective October 28, 1996,
hence the 89,224 shares of Common Stock owned by such former
managed account are no longer included in the beneficial
ownership of EGS Partners.
(iii) Bev Partners owns beneficially 136,033 shares of
Common Stock, constituting approximately 1.91% of the shares
outstanding.
(iv) Jonas Partners owns 7,883 shares of Common Stock,
constituting less than 1% of the shares outstanding.
PAGE 12 OF 17 PAGES
<PAGE>
(v) Mr. Ehrman owns directly, and beneficially through
ownership by members of his immediate family (including his
brother and his brother's wife), 90,695 shares of Common Stock,
constituting approximately 1.27% of the shares outstanding.
(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) Messrs. Gerstl and McLaren own directly no shares
of Common Stock.
By reason of the provisions of Rule 13D-3 of the Act,
each of the General Partners may be deemed to own the 141,818
shares beneficially owned by EGS Associates, the 334,621 shares
beneficially owned by EGS Partners, the 136,033 shares
beneficially owned by Bev Partners and the 7,883 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 620,355 shares of
Common Stock, constituting approximately 8.70% of the shares
outstanding.
(ix) In the aggregate, the Reporting Persons beneficially
own a total of 723,656 shares of Common Stock, constituting
approximately 10.15% 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. Mr. Greenberg has shared power to vote and
dispose of shares owned by members of his immediate family. Mr.
Ehrman has no power to vote and shared power to dispose of shares
owned by members of his immediate family (including his brother
and his brother's wife).
(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 October 28, 1996
until October 28, 1996 by EGS Associates, EGS Overseas, and Mr.
Ehrman are set forth in Schedules A, B, and C, respectively. All
such transactions were effected in the over-the-counter market.
During such period, Bev Partners, Jonas Partners, EGS Partners
(excluding EGS Overseas), Mr. Greenberg, Mr. Ketcher, Mr. Gerstl
and Mr. McLaren did not enter into any transactions in the Common
Stock.
(d) No person other than each respective record owner
referred to herein of shares of Common Stock is known to have the
right to receive or the power to direct the receipt of dividends
from or the proceeds of sale of such shares of Common stock.
PAGE 13 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: November 4, 1996
/s/ William Ehrman
William Ehrman, individually,
as member of EGS PARTNERS,
L.L.C., and as general partner
of each of EGS ASSOCIATES,
L.P., BEV PARTNERS, L.P. and
JONAS PARTNERS, L.P.
/s/ Frederic Greenberg
Frederic Greenberg,
individually, as member of EGS
PARTNERS, L.L.C., and as
general partner of each of EGS
ASSOCIATES, L.P., BEV
PARTNERS, L.P. and JONAS
PARTNERS, L.P.
/s/ Frederick Ketcher
Frederick Ketcher,
individually, as member of EGS
PARTNERS, L.L.C. and as
general partner of each of EGS
ASSOCIATES, L.P., BEV
PARTNERS, L.P. and JONAS
PARTNERS, L.P.
/s/ Jonas Gerstl
Jonas Gerstl, individually, as
member of EGS PARTNERS,
L.L.C., and as general partner
of each of EGS ASSOCIATES,
L.P., BEV PARTNERS, L.P. and
JONAS PARTNERS, L.P.
/s/James McLaren
James McLaren, individually,
as member of EGS PARTNERS,
L.L.C., and as general partner
of each of EGS ASSOCIATES,
L.P., BEV PARTNERS, L.P. and
JONAS PARTNERS, L.P.
PAGE 14 OF 17 PAGES
<PAGE>
Schedule A
EGS Associates, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (excluding
Transaction Shares Purchased/(Sold) Commissions, if any)
9/12/96 400 40.50
9/16/96 1,000 42.32
9/19/96 2,000 42.07
PAGE 15 OF 17 PAGES
<PAGE>
Schedule B
EGS Overseas Fund Limited
Transactions in the Common Stock
Price Per Share
Date of Number of (excluding
Transaction Shares Purchased/(Sold) Commissions, if any)
10/23/96 (500) 46.18
PAGE 16 OF 17 PAGES
<PAGE>
Schedule C
William A. Ehrman
Transactions in the Common Stock
Price Per Share
Date of Number of (excluding
Transaction Shares Purchased/(Sold) Commissions, if any)
10/14/96 100* 46.00
10/14/96 200* 46.00
___________________
* Shares held in an account for the benefit of Mr.
Ehrman's brother and his wife.
PAGE 17 OF 17 PAGES
