<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
CommNet Cellular Inc. (f/k/a Cellular, Inc.)
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
151163102
(CUSIP Number)
SPO Partners & Co.
591 Redwood Highway, Suite 3215
Mill Valley, California 94941
(415) 383-6600
with a copy to:
Phillip Gordon
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 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.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
**The total number of shares of common stock reported as beneficially
owned by the Reporting Persons herein is 544,641 which constitutes
approximately 4.0% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are
13,766,340 shares outstanding.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).<PAGE>
<PAGE>
_________________________________________________________
1. Name of Reporting Person:
Main Street 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(e) or 2(f):
_________________________________________________________
6. Citizenship or Place of Organization: Delaware
_________________________________________________________
Number of 7. Sole Voting Power: 365,600(1)
Shares _________________________________________
Beneficially 8. Shared Voting Power: 0
Owned By ________________________________________
Each 9. Sole Dispositive Power: 365,600(1)
Reporting ________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
365,600(1)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
2.7%
_________________________________________________________
14. Type of Reporting Person: PN
_________________________________________________________
(1) Power is exercised through its sole general
partner, MS Advisory Partners, L.P.<PAGE>
<PAGE>
_________________________________________________________
1. Name of Reporting Person:
MS Advisory 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: Not Applicable
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
_________________________________________________________
6. Citizenship or Place of Organization: Delaware
____________________________________________
Number of 7. Sole Voting Power: 365,600(1) (2)
Shares ____________________________________________
Beneficially 8. Shared Voting Power: 0
Owned By ____________________________________________
Each 9. Sole Dispositive Power: 365,600(1)(2)
Reporting ____________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
365,600(1) (2)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
2.7%
_________________________________________________________
14. Type of Reporting Person: PN
_________________________________________________________
(1) Solely in its capacity as the sole general partner
of Main Street Partners, L.P.
(2) Power is exercised through its two general
partners, SF Advisory Corp. and SF Advisory Corp.
II.<PAGE>
<PAGE>
_________________________________________________________
1. Name of Reporting Person:
San Francisco Partners II, 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(e) or 2(f):
_________________________________________________________
6. Citizenship or Place of Organization: California
________________________________________
Number of 7. Sole Voting Power: 82,000(1)
Shares ________________________________________
Beneficially 8. Shared Voting Power: 0
Owned By ________________________________________
Each 9. Sole Dispositive Power: 82,000(1)
Reporting ________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
82,000(1)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
0.6%
_________________________________________________________
14. Type of Reporting Person: PN
_________________________________________________________
(1) Power is exercised through its sole general partner,
SF Advisory Partners, L.P.<PAGE>
<PAGE>
_________________________________________________________
1. Name of Reporting Person:
SF Advisory 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: Not Applicable
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
_________________________________________________________
6. Citizenship or Place of Organization: Delaware
__________________________________________
Number of 7. Sole Voting Power: 82,000(1) (2)
Shares __________________________________________
Beneficially 8. Shared Voting Power: 0
Owned By __________________________________________
Each 9. Sole Dispositive Power: 82,000(1) (2)
Reporting __________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
82,000(1) (2)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
0.6%
_________________________________________________________
14. Type of Reporting Person: PN
_________________________________________________________
(1) Solely in its capacity as the sole general partner
of San Francisco Partners II, L.P.
(2) Power is exercised through its two general
partners, SF Advisory Corp. and SF Advisory Corp.
II.<PAGE>
<PAGE>
_________________________________________________________
1. Name of Reporting Person:
SF Advisory Corp.
_________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) X
_________________________________________________________
3. SEC Use Only
_________________________________________________________
4. Source of Funds: Not Applicable
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
_________________________________________________________
6. Citizenship or Place of Organization: Delaware
___________________________________________
Number of 7. Sole Voting Power: 0
Shares ___________________________________________
Beneficially 8. Shared Voting Power: 447,600(1) (2)
Owned By ___________________________________________
Each 9. Sole Dispositive Power: 0
Reporting ___________________________________________
Person 10. Shared Dispositive Power: 447,600(1) (2)
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
447,600(1) (2)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
3.3%
_________________________________________________________
14. Type of Reporting Person: CO
_________________________________________________________
(1) Solely in its capacity as one of two general
partners of MS Advisory Partners, L.P. with respect
to 365,600 of such Shares; solely in its capacity
as one of two general partners of SF Advisory
Partners, L.P. with respect to 82,000 of such
Shares.
(2) Power is exercised through its controlling person,
John H. Scully. <PAGE>
<PAGE>
_________________________________________________________
1. Name of Reporting Person:
SF Advisory Corp. II
_________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) X
_________________________________________________________
3. SEC Use Only
_________________________________________________________
4. Source of Funds: Not Applicable
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
_________________________________________________________
6. Citizenship or Place of Organization: Delaware
_________________________________________________________
Number of 7. Sole Voting Power: 0
Shares _________________________________________
Beneficially 8. Shared Voting Power: 447,600(1) (2)
Owned By _________________________________________
Each 9. Sole Dispositive Power: 0
Reporting _________________________________________
Person 10. Shared Dispositive Power: 447,600(1)(2)
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 447,600(1) (2)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
3.3%
_________________________________________________________
14. Type of Reporting Person: CO
_________________________________________________________
(1) Solely in its capacity as one of two general partners
of MS Advisory Partners, L.P. with respect to 365,600
of such Shares; and solely in its capacity as one of
two general partners of SF Advisory Partners, L.P.
with respect to 82,000 of such Shares.
(2) Power is exercised through its controlling person,
William E. Oberndorf. <PAGE>
<PAGE>
_________________________________________________________
1. Name of Reporting Person:
Phoebe Snow Foundation
_________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) X
_________________________________________________________
3. SEC Use Only
_________________________________________________________
4. Source of Funds: PF
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
_________________________________________________________
6. Citizenship or Place of Organization: USA
_________________________________________________________
Number of 7. Sole Voting Power: 5,100(1)
Shares _________________________________________
Beneficially 8. Shared Voting Power:
Owned By _________________________________________
Each 9. Sole Dispositive Power: 5,100(1)
Reporting _________________________________________
Person 10. Shared Dispositive Power:
With
_______________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
5,100(1)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
<0.1%
_________________________________________________________
14. Type of Reporting Person: OO
_________________________________________________________
(1) Power is exercised through its sole director and
executive officer, John H. Scully.<PAGE>
<PAGE>
_________________________________________________________
1. Name of Reporting Person:
John H. Scully
_________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) X
_________________________________________________________
3. SEC Use Only
_________________________________________________________
4. Source of Funds: PF and Not Applicable
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
_________________________________________________________
6. Citizenship or Place of Organization: USA
____________________________________________
Number of 7. Sole Voting Power: 51,100(1) (3) (4)
Shares ____________________________________________
Beneficially 8. Shared Voting Power: 447,600(2)
Owned By ____________________________________________
Each 9. Sole Dispositive Power: 51,100(1) (3) (4)
Reporting ____________________________________________
Person 10. Shared Dispositive Power: 447,600(2)
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 498,700(1) (2) (3) (4)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares: X
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
3.6%
_________________________________________________________
14. Type of Reporting Person: IN
_________________________________________________________
(1) Solely in his capacity as a trustee and participant in an
employee retirement plan with respect to 15,300 Shares and
as owner of a self-directed individual retirement account
with respect to 1,000 Shares.
(2) Solely in his capacity as the controlling person of SF
Advisory Corp. with respect to 447,600 Shares.
(3) Includes 5,100 Shares beneficially owned by the Phoebe
Snow Foundation, with respect to which Mr. Scully has sole
voting power and dispositive power in his capacity as sole
director and executive officer.
(4) Includes 29,700 Shares beneficially owned by Mr. Scully through
a family owned partnership (Cranberry Lake Partners). <PAGE>
<PAGE>
_________________________________________________________
1. Name of Reporting Person:
William E. Oberndorf
_________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) X
_________________________________________________________
3. SEC Use Only
_________________________________________________________
4. Source of Funds: PF and Not Applicable
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
_________________________________________________________
6. Citizenship or Place of Organization: USA
___________________________________________
Number of 7. Sole Voting Power: 29,100(1)
Shares ___________________________________________
Beneficially 8. Shared Voting Power: 463,100(2)
Owned By ___________________________________________
Each 9. Sole Dispositive Power: 29,100(1)
Reporting ___________________________________________
Person 10. Shared Dispositive Power: 463,100(2)
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 492,200(1) (2)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares: X
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
3.6%
_________________________________________________________
14. Type of Reporting Person: IN
_________________________________________________________
(1) Includes 11,200 Shares beneficially owned by a
family limited partnership (Oberndorf Family
Partners, L.P.), of which Mr. Oberndorf is the sole
general partner.
(2) Solely in his capacity as the controlling person of
SF Advisory Corp. II with respect to 447,600 shares
and solely by virtue of his wife's ownership of
8,500 shares and ownership by his children of 7,000
shares. <PAGE>
<PAGE>
_________________________________________________________
1. Name of Reporting Person:
William J. Patterson
_________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) X
_________________________________________________________
3. SEC Use Only
_________________________________________________________
4. Source of Funds: PF
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
_________________________________________________________
6. Citizenship or Place of Organization: USA
_______________________________________
Number of 7. Sole Voting Power: 500
Shares _______________________________________
Beneficially 8. Shared Voting Power: 0
Owned By _______________________________________
Each 9. Sole Dispositive Power: 500
Reporting _______________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 500
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares: X
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
<0.1%
_________________________________________________________
14. Type of Reporting Person: IN
_________________________________________________________<PAGE>
<PAGE>
_________________________________________________________
1. Name of Reporting Person:
Michael Yuen
_________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) X
_________________________________________________________
3. SEC Use Only
_________________________________________________________
4. Source of Funds: PF
_________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
_________________________________________________________
6. Citizenship or Place of Organization: USA
___________________________________________
Number of 7. Sole Voting Power: 841
Shares ___________________________________________
Beneficially 8. Shared Voting Power: 0
Owned By ___________________________________________
Each 9. Sole Dispositive Power: 841
Reporting ___________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
841
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11):
<0.1%
_________________________________________________________
14. Type of Reporting Person: PN
_________________________________________________________<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby amend their Statement on
Schedule 13D, dated June 10, 1994 (the "Schedule 13D"), relating to
shares of common stock, par value $.001 per shares (the "Shares"), of
CommNet Cellular Inc. (f/k/a Cellular, Inc.), a Colorado corporation
(the "Issuer"). This Statement constitutes Amendment No. 11 the
Schedule 13D.
Item 5. Item 5. Interest in Securities of the Issuer is hereby
amended and restated in its entirety as follows:
(a)
MSP
MSP sold 59,000 Shares on September 29, 1993, 12,300 Shares
on September 30, 1997 and 164,000 Shares on October 6, 1997. The
aggregate number of Shares that MSP owns beneficially, pursuant to
Rule 13d-3 of the Act, is 365,600, which constitute approximately
2.7% of the outstanding Shares.
MS Advisory Partners
Because of its position as the sole general partner of MSP,
MS Advisory Partners may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 365,600 Shares, which constitute
approximately 2.7% of the outstanding Shares.
SFP
SFP sold 13,000 Shares on September 29, 1997, 2,700 Shares
on September 30, 1997 and 36,000 Shares on October 6, 1997. The
aggregate number of Shares that SFP owns beneficially, pursuant to
Rule 13d-3 of the Act, is 82,000, which constitutes approximately
0.6% of the outstanding Shares.
SF Advisory Partners
Because of its position as the sole general partner of SFP,
SF Advisory Partners may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 82,000 Shares, which constitutes
approximately 0.6% of the outstanding Shares.
SF Advisory Corp.
Because of its positions as one of two general partners of
each of MS Advisory Partners and SF Advisory Partners, SF Advisory
Corp. may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 447,600 Shares in the aggregate, which
constitutes approximately 3.3% of the outstanding Shares.
SF Advisory Corp. II
Because of its positions as one of two general partners of
each of MS Advisory Partners and SF Advisory Partners, SF Advisory
Corp. II may, pursuant to Rule 13d-3 of the Act, be deemed to be the<PAGE>
<PAGE>
beneficial owner of 447,600 Shares in the aggregate, which
constitutes approximately 3.3% of the outstanding Shares.
PSF
PSF sold 1,800 Shares on September 26, 1997. The aggregate
number of Shares beneficially owned by PSF is 5,100, which
constitutes less than 0.1% of the outstanding Shares.
JHS
JHS beneficially owns 29,700 Shares through a family owned
partnership (Cranberry Lake Partners), which sold 8,100 Shares on
September 26, 1997, and because of his positions as a control person
of SF Advisory Corp., as a trustee and participant in an employee
retirement plan, which sold 4,400 Shares on September 26, 1997, as
sole owner of a self directed individual retirement account, as sole
director and executive officer of PSF (with respect to which, see
above), and by virtue of his relationship with various educational
and charitable institutions, which sold 3,300 Shares on September 26,
1997 and 11,800 Shares on September 29, 1997, JHS may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
additional 469,000 Shares, for a total of 498,700 Shares in the
aggregate, which constitutes approximately 3.6% of the outstanding
Shares. The foregoing does not include 500 Shares beneficially owned
by employees of an affiliate of JHS. JHS disclaims beneficial
ownership of all such 500 Shares.
WEO
WEO individually sold 4,800 Shares on September 26, 1997.
WEO beneficially owns 29,100 Shares individually and through a family
limited partnership (Oberndorf Family Partners, L.P.), which sold
2,600 Shares on September 26, 1997, may be deemed to be the
beneficial owner of 8,500 Shares owned directly by WEO's wife and
7,000 Shares owned directly by WEO's children, and, because of his
position as a control person of SF Advisory Corp. II, WEO may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of an additional 447,600 Shares for a total of 492,200 Shares
in the aggregate, which constitute approximately 3.6% of the
outstanding Shares. The foregoing does not include 500 Shares held
by employees of an affiliate of WEO or 3,000 Shares owned by WEO's
mother. WEO disclaims beneficial ownership of all such 3,500 Shares.
WJP
The aggregate number of Shares that WJP owns beneficially,
pursuant to Rule 13d-3 of the Act, is 500, which constitutes less
than 0.1% of the outstanding Shares. The foregoing does not include
500 Shares held by employees of an affiliate of WJP. WJP disclaims
beneficial ownership of all such 500 Shares.
MY
The aggregate number of Shares that MY owns beneficially,
pursuant to Rule 13d-3 of the Act, is 841, which constitutes less
than 0.1% of the outstanding Shares. <PAGE>
<PAGE>
To the best of the knowledge of each of the Reporting
Persons, other than as set forth above, none of the persons named in
Item 2 hereof is the beneficial owner of any Shares.
(b)
MSP
Acting through its sole general partner, MSP has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 365,600 Shares.
MS Advisory Partners
Acting through its two general partners and in its capacity
as the sole general partner of MSP, MS Advisory Partners has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 365,600 Shares.
SFP
Acting through its sole general partner, SFP has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 82,000 Shares.
SF Advisory Partners
Acting through its two general partners and in its capacity
as the sole general partner of SFP, SF Advisory Partners has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 82,000 Shares.
SF Advisory Corp.
Acting through its controlling person and in its capacities
as one of two general partners of each of MS Advisory Partners and SF
Advisory Partners, SF Advisory Corp. has shared power to vote or to
direct the vote and to dispose or to direct the disposition of
447,600 Shares in the aggregate. In each case, SF Advisory Corp.
shares such power with SF Advisory Corp. II.
SF Advisory Corp. II
Acting through its controlling person and in its capacities
as one of two general partners of each of MS Advisory Partners and SF
Advisory Partners, SF Advisory Corp. II has shared power to vote or
to direct the vote and to dispose or to direct the disposition of
447,600 Shares in the aggregate. In each case, SF Advisory Corp. II
shares such power with SF Advisory Corp.
PSF
Acting through JHS, PSF has the sole power to vote and to
direct the vote and to dispose or direct the disposition of the 5,100
Shares which it owns beneficially.
<PAGE>
JHS
JHS has the sole power to vote and to dispose or direct the
disposition of 29,700 Shares beneficially owned by a family owned
partnership (Cranberry Lake Partners). In addition, JHS has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 15,300 Shares held by an employee retirement plan in
which he participates and for which he serves as trustee and 1,000
Shares held by a self-directed individual retirement account. Acting
in his capacity as sole director and executive officer of PSF, JHS
has the sole power to vote or to direct the vote and to dispose or
direct the disposition of 5,100 Shares beneficially owned by PSF. As
the controlling person of SF Advisory Corp., which is one of two
general partners of each of MS Advisory Partners and SF Advisory
Partners, JHS may be deemed to have shared power with WEO (as the
controlling person of SF Advisory Corp. II, which is the other
general partner of each of MS Advisory Partners and SF Advisory
Partners) to vote or to direct the vote and to dispose or to direct
the disposition of 447,600 Shares held by MSP and SFP in the
aggregate. JHS disclaims beneficial ownership of the 5,100 Shares
held by PSF. JHS disclaims beneficial ownership of all Shares which
may be deemed to be beneficially owned by SF Advisory Corp. in its
capacity as the general partner of the general partner of MSP and SFP
except to the extent of his indirect beneficial interest in the
Shares held by MSP and SFP, respectively. JHS also may have been
deemed to share the power to vote or to direct the vote and to
dispose or to direct the disposition of Shares held by various
educational and charitable institutions, all of which Shares have
been sold by such institutions. JHS shared such power with the
fiduciaries of such institutions. JHS disclaims that he ever had
beneficial ownership of all such 15,100 Shares.
WEO
WEO has the sole power to vote and to dispose or direct the
disposition of 17,900 Shares owned by him individually and 11,200
Shares owned by a family limited partnership (Oberndorf Family
Partners, L.P.). WEO may be deemed to share the power to vote or
direct the vote and to dispose or direct the disposition of 8,500
Shares owned by his wife and 7,000 Shares owned by his children. As
the controlling person of SF Advisory Corp. II, which is one of two
general partners of each of MS Advisory Partners and SF Advisory
Partners, WEO may be deemed to have shared power with JHS (as the
controlling person of SF Advisory Corp., which is the other general
partner of each of MS Advisory Partners and SF Advisory Partners) to
vote or to direct the vote and to dispose or to direct the
disposition of 447,600 Shares held by MSP and SFP in the aggregate.
WEO disclaims beneficial ownership of all Shares which may be deemed
to be beneficially owned by SF Advisory Corp. II in its capacity as a
general partner of the general partner of MSP and SFP, except to the
extent of his indirect beneficial interest in the Shares held by MSP
and SFP, respectively.
WJP
WJP has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 500 Shares.
<PAGE>
MY
MY has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 841 Shares.
(c) In the past 60 days, the Reporting Persons sold Shares
in open market transactions as follows:
Reporting Shares Average
Person Date Sold Price
MSP September 10, 1997 110,700 $34.875
September 12, 1997 430,500 $34.750
September 18, 1997 164,000 $34.500
September 29, 1997 59,000 $34.893
September 30, 1997 12,300 $35.000
October 6, 1997 164,000 $34.625
SFP September 10, 1997 24,300 $34.875
September 12, 1997 94,500 $34.750
September 18, 1997 36,000 $34.500
September 29, 1997 13,000 $34.893
September 30, 1997 2,700 $35.000
October 6, 1997 36,000 $34.625
PSF September 23, 1997 4,900 $34.500
September 24, 1997 19,200 $34.500
September 26, 1997 1,800 $34.875
JHS September 23, 1997 49,000(1) $34.500
September 24, 1997 192,500(2) $34.500
September 26, 1997 17,600(3) $34.875
September 29, 1997 11,800(4) $34.893
WEO September 23, 1997 21,000(5) $34.500
September 24, 1997 82,500(6) $34.500
September 26, 1997 7,400(7) $34.875
(1) Includes sales of 22,800 Shares by Cranberry Lake Partners,
4,900 Shares by PSF, 12,200 Shares by an employee retirement
plan and 9,100 Shares by educational and charitable
institutions.
(2) Includes sales of 89,400 Shares by Cranberry Lake Partners,
19,200 Shares by PSF, 48,100 Shares by an employee
retirement plan and 35,800 Shares by educational and
charitable institutions.
(3) Includes sales of 8,100 Shares by Cranberry Lake Partners,
1,800 Shares by PSF, 4,400 Shares by an employee retirement
plan and 3,300 Shares by educational and charitable
institutions.
(4) Sale by educational and charitable institutions.
(5) Includes sales of 13,700 Shares by WEO, individually, and
7,300 Shares by Oberndorf Family Partners, L.P.
(6) Includes sales of 53,600 Shares by WEO, individually, and
28,900 Shares by Oberndorf Family Partners, L.P.
(7) Includes sales of 4,100 Shares by WEO, individually, and
2,600 Shares by Oberndorf Family Partners, L.P. <PAGE>
<PAGE>
Except as set forth above, to the best of the knowledge of
each of the Reporting Persons, none of the persons named in response
to paragraph (a) of this Item 5 has effected any other transactions
in Shares during the past sixty (60) days.
(d) Each of the Reporting Persons affirms that no person
other than such Reporting Person has the right to receive or the
power to direct the receipt of distributions with respect to, or the
proceeds from the sale of, the Shares owned by such Reporting Person.
(e) The Reporting Persons ceased to be the owners of more
than five percent (5%) of the outstanding Shares on October 6, 1997.
Item 7. Item 7. Materials to be Filed as Exhibits.
Exhibit A-11 Agreement pursuant to Rule 13d-
1(f)(1)(iii), as to Amendment No. 11
<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: October 7, 1997
/s/ Phillip Gordon
PHILLIP GORDON,
for the following named persons
or entities, as attorney-in-fact
MAIN STREET PARTNERS, L.P.*
MS ADVISORY PARTNERS, L.P.*
SAN FRANCISCO PARTNERS II, L.P.*
SF ADVISORY PARTNERS, L.P.*
SF ADVISORY CORP.*
SF ADVISORY CORP. II*
PHOEBE SNOW FOUNDATION*
JOHN H. SCULLY*
WILLIAM E. OBERNDORF*
WILLIAM J. PATTERSON*
MICHAEL YUEN*
*A Power of Attorney authorizing Phillip Gordon to act on behalf of
this person or entity has been previously filed with the Securities
and Exchange Commission. <PAGE>
<PAGE>
EXHIBIT A-11
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of
1934, as amended, the undersigned agree that the statement to which
this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
Dated: October 7, 1997
/s/ Phillip Gordon
PHILLIP GORDON,
for the following named persons
or entities, as attorney-in-fact
MAIN STREET PARTNERS, L.P.*
MS ADVISORY PARTNERS, L.P.*
SAN FRANCISCO PARTNERS II, L.P.*
SF ADVISORY PARTNERS, L.P.*
SF ADVISORY CORP.*
SF ADVISORY CORP. II*
PHOEBE SNOW FOUNDATION*
JOHN H. SCULLY*
WILLIAM E. OBERNDORF*
WILLIAM J. PATTERSON*
MICHAEL YUEN*
* A Power of Attorney authorizing Phillip Gordon to act on
behalf of this person or entity has been previously filed with the
Securities and Exchange Commission.<PAGE>
