SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
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)
June 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)
2.97%
_____________________________________________________________________________
(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
314,302
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
408,001
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
408,001
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.74%
_____________________________________________________________________________
(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)
2.57%
_____________________________________________________________________________
(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)
.17%
_____________________________________________________________________________
(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
580,637
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
45,011
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
710,404
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
755,415
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
16.18%
_____________________________________________________________________________
(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
587,441
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
6,003
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
675,137
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
681,140
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.59%
_____________________________________________________________________________
(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
580,637
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
4,802
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
674,336
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
679,138
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.55%
_____________________________________________________________________________
(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
580,637
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
674,336
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
674,336
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.45%
_____________________________________________________________________________
(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
580,637
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
674,336
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
674,336
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
14.45%
_____________________________________________________________________________
(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. 17 to the Schedule 13D as follows:
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as
follows:
(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, 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, Jonas Partners and
other associated partnerships, members of EGS Partners, and as
Managing Directors of EGS Partners and 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. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as
follows: 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, $5,175,703, $539,005, $903,116 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, is
approximately $1,210,533.
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 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 4. PURPOSE OF TRANSACTION.
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as
follows: the approximate aggregate percentage of shares of Common
Stock reported beneficially owned by each person herein is based
on 4,667,901 shares outstanding, which is the total number of
shares of Common Stock outstanding as of May 31, 1996, as
reflected in the company's report on Form 10-Q filed with the
Securities and Exchange Commission (the "Commission") on April
30, 1996 (which is the most recent Form 10-Q on file).
As of the close of business on June 18, 1996:
(i) EGS Associates owns beneficially 138,418 shares of
Common Stock, constituting approximately 2.97% 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 328,811 shares (constituting
approximately 7.04% 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 1.70% of the shares outstanding),
which, when aggregated, total 408,001 shares of Common Stock,
constituting approximately 8.74% of the shares outstanding.
(iii) Bev Partners owns beneficially 120,033 shares of
Common Stock, constituting approximately 2.57% of the shares
outstanding.
(iv) Jonas Partners owns 7,883 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, 81,079 shares of
Common Stock, constituting approximately 1.74% of the shares
outstanding.
PAGE 12 OF 17 PAGES
<PAGE>
(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 138,418
shares beneficially owned by EGS Associates, the 408,001 shares
beneficially owned by EGS Partners, the 120,033 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 674,336 shares of
Common Stock, constituting approximately 14.45% of the shares
outstanding.
(ix) In the aggregate, the Reporting Persons beneficially
own a total of 767,020 shares of Common Stock, constituting
approximately 16.43% 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/or 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.
(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 June 18, 1996
until June 18, 1996 by EGS Partners (excluding EGS Overseas), and
Mr. Ehrman are set forth in Schedules A and B, respectively. All
such transactions were effected in the over-the-counter market.
During such period, EGS Associates, Bev Partners, Jonas Partners,
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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 is hereby supplemented by the addition of the
following: the Reporting Persons, in conjunction with the
Purchase Agreement (the "Purchase Agreement") between the Issuer
and Borden, Inc. (the "Seller"), are parties to a Voting
Agreement with the Seller. Pursuant to the Voting Agreement, the
Reporting Persons agree severally, but not jointly, among other
things, that such Reporting Person will vote, subject to the
limitations set forth in the Voting Agreement and the Schedule
attached thereto, in favor of the transactions contemplated by
the Purchase Agreement.
This brief summary of the terms of the Voting Agreement is
qualified by reference to such Agreement filed herewith as
Exhibit 2, which is incorporated herein by this reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. There is filed herewith as Exhibit 1 a written agreement
relating to the filing of joint acquisition statements as
required by Rule 13D-1(f)(1) of the Act.
2. There is filed herewith, and incorporated by reference,
as Exhibit 2, the written Voting Agreement described in Item 6
above.
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: June 18, 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/ William Ehrman
William Ehrman, as Attorney-in-
Fact for 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/ William Ehrman
William Ehrman, as Attorney-in-
Fact for 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.
/s/ James McLaren
James McLaren, individually
and as general partner of
each of EGS ASSOCIATES, L.P.,
BEV PARTNERS, L.P. and
JONAS PARTNERS, L.P. and a
member of EGS PARTNERS, L.L.C.
<PAGE>
Schedule A
EGS Partners, L.L.C.
(excluding EGS Overseas Fund Limited)
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
5/2/96 1,500 25.57
5/3/96 2,000 25.44
5/8/96 2,000 25.45
5/15/96 2,000 25.56
5/15/96 2,500 25.88
5/21/96 500 25.82
5/22/96 1,500 25.57
6/3/96 5,100 25.07
6/4/96 2,000 26.00
6/7/96 (1,800) 33.43
PAGE 15 OF 17 PAGES
<PAGE>
Schedule B
William A. Ehrman
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
4/22/96 500 25.00
4/25/96 300 26.00
4/26/96 300 25.50
5/10/96 400 25.50
5/10/96 300 25.75
5/14/96 500 25.25
5/20/96 600 25.25
5/29/96 300* 25.88
_____________________
* Shares held in an account for the benefit of Mr.
Ehrman's wife.
PAGE 16 OF 17 PAGES
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(F) 1
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D, as amended, is filed on behalf of each
of the undersigned and that all subsequent amendments to this
statement on Schedule 13D, as amended, shall be filed on behalf
of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned
acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not
be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or
it knows or has reason to believe that such information is
inaccurate.
DATED: June 18, 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/ William Ehrman
William Ehrman, as Attorney-in-
Fact for 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/ William Ehrman
William Ehrman, as Attorney-In-
Fact for 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.
/s/ James McLaren
James McLaren, individually
and as general partner of
each of EGS ASSOCIATES, L.P.,
BEV PARTNERS, L.P. and
JONAS PARTNERS, L.P. and a
member of EGS PARTNERS, L.L.C.
<PAGE>
EXHIBIT 2
VOTING AGREEMENT
AGREEMENT dated as of June 20, 1996 by and among Borden, Inc. a
New Jersey corporation ("Seller"), and the stockholders of AEP Industries
Inc., as Delaware corporation ("Buyer"), named on the signature pages to this
voting agreement, severally but not jointly (the "Stockholders").
RECITALS
Concurrently herewith, Seller and Buyer are entering into a
Purchase Agreement of even date herewith (the "Purchase Agreement";
capitalized terms used but not defined herein shall have the meanings set
forth in the Purchase Agreement) pursuant to which Buyer will purchase from
Seller and the Subsidiary Asset Sellers the Subsidiary Stock and the Assets
(the "Stock and Asset Purchase") in consideration for $280 million of cash and
2,412,818 million shares of common stock, par value $0.01 per share, of Buyer
(the "Buyer Common Stock"), subject to adjustment pursuant to the terms and
provisions of the Purchase Agreement.
As a condition to Seller's willingness to enter into the Purchase
Agreement, Seller requires that each Stockholder enter into, severally but not
jointly, and such Stockholder has agreed to enter into, this Agreement.
AGREEMENT
To implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:
1. Representations and Warranties. Each Stockholder hereby
severally but not jointly represents and warrants to Seller as follows:
(a) Ownership of Shares. (1) Such Stockholder is either (i) the
record holder and beneficial owner of, (ii) trustee of a trust that is
the record holder or beneficial owner of, and whose beneficiaries are
the beneficial owners (such trustee, a "Trustee") of, (iii) executor of
an estate that is the record holder or beneficial owner of, and whose
beneficiaries are the beneficial owners (such executor, an "Executor")
of, or (iv) the beneficial owner but not the record holder of, the
number of shares of Buyer Common Stock as set forth opposite such
Stockholder's name on Section 1 of the disclosure schedule attached
hereto (the "Voting Agreement Disclosure Schedule") (the "Shares").
(2) On the date hereof, the Shares set forth opposite such
Stockholder's name on Section 1 of the Voting Agreement Disclosure
Schedule constitute shares of Buyer Common Stock owned of record or
beneficially by such Stockholder.
(3) Such Stockholder has power of disposition with respect to all
of the Shares set forth opposite such Stockholder's name on Section 1 of
the Voting Agreement Disclosure Schedule and voting power with respect
to the matters set forth in Section 2 hereof, in each case with respect
to all of the Shares set forth opposite such Stockholder's name on
Section 2 of the Voting Agreement Disclosure Schedule, with no
restrictions on such rights, subject to applicable federal securities
laws, margin regulations and standard margin arrangements, the
limitations noted on the Voting Agreement Disclosure Schedule and the
terms of this Agreement.
(b) Power; Binding Agreement. Such Stockholder has the legal
capacity, power and authority to enter into and perform all of such
Stockholder's obligations under this Agreement. The execution, delivery
and performance of this Agreement by such Stockholder will not violate
any other agreement to which such Stockholder is a party or by which
such Stockholder is bound including, without limitation, any trust
agreement, will, testamentary document, voting agreement, stockholders
agreement, voting trust or other agreement. This Agreement has been
duly and validly executed and delivered by such Stockholder.
(c) No Conflicts. (A) Except for the filing of an amendment to
the Schedule 13D of the Stockholders on file with the Securities and
Exchange Commission with respect to the Buyer Common Stock, no filing
with, and no permit, authorization, consent or approval of, any state or
federal public body or authority is necessary for the execution of this
Agreement by such Stockholder and the consummation by such Stockholder
of the transactions contemplated hereby and (B) neither the execution
and delivery of this Agreement by such Stockholder nor the consummation
by such Stockholder of the transactions contemplated hereby nor
compliance by such Stockholder with any of the provisions hereof shall
(x) conflict with or result in any breach of any applicable trust,
estate or other organizational documents applicable to such Stockholder,
(y) result in a violation or breach of, or constitute (with or without
notice or lapse of time or both) a default (or give rise to any third
party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation
of any kind to which such Stockholder is a party or by which such
Stockholder or any of such Stockholder's properties or assets may be
bound or (z) violate any order, writ, injunction, decree, judgment,
order, statute, rule or regulation applicable to such Stockholder or any
of such Stockholder's properties or assets.
(d) Such Stockholder's Shares are free and clear of all proxies,
voting trusts or agreements, understandings or similar arrangements,
except for this Agreement and as reflected on the Voting Agreement
Disclosure Schedule.
2. Agreement to Vote.
2.1 Voting. (a) Subject to the limitations described on the
Voting Agreement Disclosure Schedule, each Stockholder hereby agrees that,
during the time this Agreement is in effect, at any meeting of the
stockholders of Buyer, however called, or in connection with any written
consent of the stockholders of Buyer, such Stockholder shall vote (or cause to
be voted) the Shares then held of record or beneficially by such Stockholder
in favor of the Stock and Asset Purchase and the authorization and issuance of
shares of Buyer Common Stock to Seller in connection therewith (the "Buyer
Stock Issuance"), the execution and delivery by Buyer of the Purchase
Agreement and the approval of the terms thereof and each of the other actions
contemplated by the Purchase Agreement.
(b) Subject to the limitations described on the Voting Agreement
Disclosure Schedule, each Stockholder hereby agrees that, during the time this
Agreement is in effect, in the event such Stockholder sells, transfers or
otherwise disposes of any Shares following the record date for any meeting of
the stockholders of Buyer or for any written consent of the stockholders of
Buyer in connection with the Buyer Stock Issuance, such Stockholder will
retain the right to vote such Shares in connection with the Buyer Stock
Issuance and will vote such Shares held of record in accordance with the
provisions of Section 2.1(a) hereof, in each case subject to the limitations
described on the Voting Agreement Disclosure Schedule.
2.2 Private Sales. Each Stockholder hereby agrees that, during
the time this Agreement is in effect, in the event such Stockholder sells,
transfers or otherwise disposes of any Shares in a privately negotiated
transaction (a "Private Sale"), the purchaser or transferee in such Private
Sale will be required to agree in writing to be bound by the terms and
provisions of this Voting Agreement, in each case subject to the limitations
described on the Voting Agreement Disclosure Schedule.
3. Certain Covenants of the Stockholder. Except in accordance
with the terms of this Agreement, the Stockholder hereby severally covenants
and agrees as follows:
3.1 Restriction on Stockholder Actions. From the date hereof
until the Termination Date, the Stockholder shall not, directly or indirectly,
take any action that would make any representation or warranty of such
Stockholder contained herein untrue or incorrect or otherwise transfer or sell
any Shares prior to the Termination Date for the purpose of circumventing such
Stockholder's obligations under this Agreement.
4. Further Assurances. From time to time, at the other party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further action as may be
necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this
Agreement. Seller agrees to reimburse the Stockholders for any reasonable
expenses incurred by such Stockholders in connection with any such further
actions.
5. Public Announcement. Seller agrees to issue a news release or
other public announcement pertaining to the transactions contemplated by the
Purchase Agreement within one (1) business day after the signing of this
Agreement and the Purchase Agreement.
6. Termination. The covenants and agreements contained herein
shall terminate on the first to occur of (a) the Closing Date, (b) the date
the Purchase Agreement is terminated and (c) January 31, 1997 (the
"Termination Date").
7. Miscellaneous.
7.1 Entire Agreement; Assignment; No Third Party Beneficiaries.
This Agreement (i) constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all other prior agreements
and understandings, both written and oral, between the parties with respect to
the subject matter hereof and (ii) shall not be assigned by operation of law
or otherwise without the prior written consent of the other parties. This
Agreement is not intended to confer upon any Person other than the parties
hereto any rights or remedies.
7.2 Amendments. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and delivery of a written
agreement executed by the parties hereto.
7.3 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram,
telex or telecopy, or by mail (registered or certified mail, postage prepaid,
return receipt requested) or by any courier service, such as Federal Express,
providing proof of delivery. All communications hereunder shall be delivered
to the respective parties at the following addresses:
If to any
Stockholder: c/o EGS Partners, L.L.C.
300 Park Avenue, 21st Floor
New York, New York 10022
Attn: Arthur Goetchius
Facsimile: 212-755-9188
copy to: Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
Attn: Peter A. Nussbaum, Esq.
Facsimile: 212-593-5955
If to
Borden, Inc.: 180 East Broad Street
Columbus, Ohio 43215
Attn: Richard L. de Ney
copy to: Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attn: David J. Sorkin, Esq.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
7.4 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, regardless of
the laws that might otherwise govern under applicable principles of conflicts
of laws thereof.
7.5 Enforcement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction
or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement.
7.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same Agreement.
7.7 Descriptive Headings. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
7.8 Severability. Whenever possible, each provision or portion
of any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of
any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision
had never been contained herein.
7.9 Definitions; Construction. For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect to
any securities shall mean having "beneficial ownership" of such
securities (as determined pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act)), including
pursuant to any agreement, arrangement or understanding, whether or not
in writing. Without duplicative counting of the same securities by the
same holder, securities Beneficially Owned by a Person shall include
securities Beneficially Owned by all other Persons with whom such Person
would constitute a "group" as described in Section 13(d)(3) of the
Exchange Act.
(b) "Person" shall mean an individual, corporation, partnership,
joint venture, association, trust, unincorporated organization or other
entity.
(c) In the event of a stock dividend or distribution, or any
change in the Buyer Common Stock by reason of any stock dividend, split-
up, recapitalization, combination, exchange of shares or the like, the
term "Shares" shall be deemed to refer to and include the Shares as well
as all such stock dividends and distributions and any shares into which
or for which any or all of the Shares may be changed or exchanged.
<PAGE>
IN WITNESS WHEREOF, Seller and the Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
BORDEN, INC.
By: /s/ Richard de Ney
Name: Richard L. de Ney
Title: Executive Vice-President
EGS Partners L.L.C.
By: /s/ William Ehrman
Name: William Ehrman
Title:
EGS Associates, L.P.
By: /s/ William Ehrman
Name: William Ehrman
General Partner
BEV Partners, L.P.
By: /s/ William Ehrman
Name: William Ehrman
General Partner
JONAS Partners, L.P.
By: /s/ William Ehrman
Name: William Ehrman
General Partner
/s/ William Ehrman
William Ehrman
/s/ Frederic Greenberg
Frederic Greenberg
/s/ Frederick Ketcher
Fredrick Ketcher
/s/ Jonas Gerstl
Jonas Gerstl
/s/ James McLaren
James McLaren
/s/ Beverly Ehrman
Beverly Ehrman
/s/ Beverly Ehrman
Beverly Ehrman as Custodian
for Stephanie Ehrman
/s/ Linda Greenberg
Linda Greenberg
<PAGE>
Voting Agreement Disclosure Schedule
------------------------------------
Section 1
Beneficial Owner Shares
- ---------------- ------
EGS Partners, L.L.C. (certain managed accounts) 314,302 FN1
EGS Associates, L.P. 138,418
BEV Partners, L.P. 120,033
Jonas Partners, L.P. 7,883
William Ehrman 45,011
Frederic Greenberg 6,003
Fredrick Ketcher 4,802
Jonas Gerstl -
James McLaren -
Beverly Ehrman 20,506
Beverly Ehrman as Custodian
for Stephanie Ehrman 15,562
Linda Greenberg 801
Section 2
Beneficial Owner Shares
- ---------------- ------
EGS Partners, L.L.C. 314,302 FN2
EGS Associates, L.P. 138,418
BEV Partners, L.P. 120,033
Jonas Partners, L.P. 7,883
William Ehrman 45,011
Frederic Greenberg 6,003
Fredrick Ketcher 4,802
Jonas Gerstl -
James McLaren -
Beverly Ehrman 20,506
Beverly Ehrman as Custodian
for Stephanie Ehrman 15,562
Linda Greenberg 801
________________________
FN1 The Beneficial Owner's exercise of its power to dispose of certain of
such Shares is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") and all such Shares
are subject to whatever instructions may be given by the client.
FN2 The Beneficial Owner's voting power with respect to certain of such
Shares is subject to the provisions of ERISA and all such Shares are
subject to whatever instructions may be given by the client.
