......................Securities and Exchange Commission
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
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 6, 1997
(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 20 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
145,118
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
145,118
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
145,118
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.03%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 20 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
277,622
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
280,597
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
280,597
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.92%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 20 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
86,033
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
86,033
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
86,033
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.20%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 4 OF 20 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 20 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
55,011
SHARES
_________________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
516,658
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
55,011
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
575,667
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
630,678
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.81%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 6 OF 20 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
5,902
SHARES
_________________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
516,658
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
5,902
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
520,433
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
526,335
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.35%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 7 OF 20 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
516,658
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
4,802
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
519,633
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
524,435
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.33%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 8 OF 20 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
516,658
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
519,633
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
519,633
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.26%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 9 OF 20 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
1,000
SHARES
_________________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
516,658
OWNED BY _______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
1,000
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
519,633
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
520,633
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.28%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 10 OF 20 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, (viii) Jonas Gerstl and (ix) James McLaren, 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. 19
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 held in three of the 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 and
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 and 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, 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 him, EGS Associates, EGS Partners, Bev Partners
and Jonas Partners. The foregoing persons are hereinafter sometimes 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, and the members of EGS Partners, are William Ehrman, Frederic
Greenberg, Frederick Ketcher, Jonas Gerstl and James McLaren (collectively,
the "General Partners").
(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
Page 11 of 20 Pages
<PAGE>
(c) The principal business of each of EGS Associates, Bev
Partners, and Jonas Partners is that of a private investment partnership,
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. The present principal occupations of the General
Partners are as general partners of EGS Associates, Bev Partners, and Jonas
Partners and members of EGS Partners.
(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.
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 $1,623,590, $6,534,009, $10,732,
$641,467 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 $59,112.
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 $2,654,598.
The net investment cost (excluding commissions, if any) of the
shares of Common Stock owned directly by Mr. Ketcher, is approximately
$44,130.
The net investment cost (excluding commissions, if any) of the
shares of Common Stock owned directly by Mr. McLaren, is approximately
$37,500.
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.
Page 12 of 20 Pages
<PAGE
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 Montgomery Securities, 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. McLaren are held in an account maintained at Goldman, Sachs & Co. The
shares owned by Mr. Ketcher are held in his various accounts maintained at
Montgomery Securities. The shares owned by Mr. Ehrman are held in accounts
maintained at Montgomery Securities 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 6.25% per annum.
Item 5 is hereby amended and restated in its entirety as follows:
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 7,156,326
shares outstanding, which is the total number of shares of Common Stock
outstanding as of February 28, 1997, as reflected in the company's quarterly
report on Form 10Q filed with the Securities and Exchange Commission (the
"Commission") for the period ended January 31, 1997 (which is the most recent
Form 10Q on file).
As of the close of business on June 6, 1997:
(i) EGS Associates owns beneficially 145,118 shares of Common
Stock, constituting approximately 2.03% 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 278,283
shares (constituting approximately 3.89% of the shares outstanding), purchased
for discretionary accounts managed by it, other than EGS Overseas, and 2,314
shares of Common Stock purchased for EGS Overseas (constituting approximately
.03% of the shares outstanding), which, when aggregated, total 280,597 shares
of Common Stock, constituting approximately 3.92% of the shares outstanding.
(iii) Bev Partners owns beneficially 86,033 shares of Common
Stock, constituting approximately 1.20% of the shares outstanding.
Page 13 of 20 Pages
<PAGE
(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 (including his brother and his
brother's wife), 111,045 shares of Common Stock, constituting approximately
1.55% of the shares outstanding.
(vi) Mr. Greenberg owns directly, and beneficially through
ownership by members of his immediate family, 6,702 shares of Common Stock,
constituting less than 1% of the shares outstanding.
Mr. Ketcher owns directly 4,802 shares of Common Stock, constituting
less than 1% of the shares outstanding.
Mr. McLaren owns directly 1,000 shares of Common Stock, constituting
less than 1% of the shares outstanding.
(ix) Mr. Gerstl owns 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 145,118 shares beneficially owned by
EGS Associates, the 280,597 shares beneficially owned by EGS Partners, the
86,033 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 519,633 shares of Common Stock, constituting approximately 7.26% of
the shares outstanding.
(ix) In the aggregate, the Reporting Persons beneficially own a
total of 643,182 shares of Common Stock, constituting approximately 7.26% 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, except for 2,975 shares held by one of the
discretionary accounts, 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 no power to vote and shared power to 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 June 6, 1997 until June 6, 1997 by EGS Associates, EGS
Partners (excluding EGS Overseas), EGS Overseas and Bev Partners 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, Jonas Partners
and Messrs. Ehrman, Greenberg, Ketcher, Gerstl and McLaren did not enter into
any transactions in the Common Stock.
Page 14 of 20 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.
PAGE 15 OF 20 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 19, 1997
/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 16 OF 20 PAGES
<PAGE
Schedule A
EGS Associates, LP
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
6/6/97 (23,000) $46.25
PAGE 17 OF 20 PAGES
<PAGE
Schedule B
EGS Partners, LLC
(excluding EGS Overseas)
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
4/7/97 1,200 $46.07
4/22/97 152 $46.07
4/24/97 300 $46.07
4/30/97 900 $47.32
5/2/97 500 $48.07
5/5/97 3,000 $46.75
5/5/97 1,500 $47.00
5/8/97 1,000 $47.82
5/9/97 500 $49.07
5/13/97 500 $47.57
5/14/97 500 $47.82
5/15/97 (700) $48.43
5/16/97 (200) $48.56
5/20/97 500 $48.32
5/21/97 1,000 $47.45
5/22/97 500 $46.57
5/27/97 800 $46.23
5/29/97 200 $46.07
6/2/97 1,200 $46.28
6/3/97 500 $46.07
6/6/97 (1,500) $46.25
PAGE 18 OF 20 PAGES
<PAGE
Schedule C
EGS Overseas Fund Limited
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
4/10/97 (200) $44.93
4/17/97 (100) $46.93
5/14/97 (500) $47.93
6/4/97 (5,000) $46.25
6/5/97 (2,100) $46.25
6/6/97 (500) $46.25
PAGE 19 OF 20 PAGES
<PAGE
Schedule D
Bev Partners, LP
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
6/6/97 (23,000) $46.25
PAGE 20 OF 20 PAGES
