<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
September 12, 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 1,413,441, which constitutes
approximately 10.3% 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: 764,900(1)
Shares _________________________________________
Beneficially 8. Shared Voting Power: 0
Owned By ________________________________________
Each 9. Sole Dispositive Power: 764,900(1)
Reporting ________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
764,900(1)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11): 5.6%
_________________________________________________________
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: 764,900(1) (2)
Shares ____________________________________________
Beneficially 8. Shared Voting Power: 0
Owned By ____________________________________________
Each 9. Sole Dispositive Power: 764,900(1)(2)
Reporting ____________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
764,900(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): 5.6%
_________________________________________________________
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:
MS Advisory Partners (Overseas), 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: 0
Shares ___________________________________________
Beneficially 8. Shared Voting Power: 0
Owned By ___________________________________________
Each 9. Sole Dispositive Power: 0
Reporting ___________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
0
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11): 0.0%
_________________________________________________________
14. Type of Reporting Person: PN
_________________________________________________________<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: 169,700(1)
Shares ________________________________________
Beneficially 8. Shared Voting Power: 0
Owned By ________________________________________
Each 9. Sole Dispositive Power: 169,700(1)
Reporting ________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
169,700(1)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11): 1.2%
_________________________________________________________
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: 169,700(1) (2)
Shares __________________________________________
Beneficially 8. Shared Voting Power: 0
Owned By __________________________________________
Each 9. Sole Dispositive Power: 169,700(1) (2)
Reporting __________________________________________
Person 10. Shared Dispositive Power: 0
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
169,700(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): 1.2%
_________________________________________________________
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: 934,600(1) (2)
Owned By ___________________________________________
Each 9. Sole Dispositive Power: 0
Reporting ___________________________________________
Person 10. Shared Dispositive Power: 934,600(1) (2)
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
934,600(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): 6.8%
_________________________________________________________
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 764,900 of such Shares; solely in its capacity
as one of two general partners of SF Advisory
Partners, L.P. with respect to 169,700 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: 934,600(1) (2)
Owned By _________________________________________
Each 9. Sole Dispositive Power: 0
Reporting _________________________________________
Person 10. Shared Dispositive Power: 934,600(1)(2)
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 934,600(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): 6.8%
_________________________________________________________
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 764,900
of such Shares; and solely in its capacity as one of
two general partners of SF Advisory Partners, L.P.
with respect to 169,700 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: 31,000(1)
Shares _________________________________________
Beneficially 8. Shared Voting Power:
Owned By _________________________________________
Each 9. Sole Dispositive Power: 31,000(1)
Reporting _________________________________________
Person 10. Shared Dispositive Power:
With
_______________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person:
31,000(1)
_________________________________________________________
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares:
_________________________________________________________
13. Percent of Class Represented by Amount in Row (11): 0.2%
_________________________________________________________
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: 262,000(1) (3) (4)
Shares ____________________________________________
Beneficially 8. Shared Voting Power: 994,600(2)
Owned By ____________________________________________
Each 9. Sole Dispositive Power: 262,000(1) (3) (4)
Reporting ____________________________________________
Person 10. Shared Dispositive Power: 994,600(2)
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,256,600(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): 9.1%
_________________________________________________________
14. Type of Reporting Person: IN
_________________________________________________________
(1) Solely in his capacity as a trustee and participant in an
employee retirement plan with respect to 80,000 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 934,600 Shares and solely
by virtue of his relationship with various educational and
charitable institutions with respect to 60,000 Shares.
(3) Includes 31,000 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 150,000 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: 140,000(1)
Shares ___________________________________________
Beneficially 8. Shared Voting Power: 950,100(2)
Owned By ___________________________________________
Each 9. Sole Dispositive Power: 140,000(1)
Reporting ___________________________________________
Person 10. Shared Dispositive Power: 950,100(2)
With
_________________________________________________________
11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,090,100(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): 7.9%
_________________________________________________________
14. Type of Reporting Person: IN
_________________________________________________________
(1) Includes 50,000 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 934,600 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. 8 to the
Schedule 13D. Pursuant to Item 101(a)(2)(ii) of Regulation S-T, the
entire text of the Schedule 13D is hereby amended and restated as set
forth below, but previously filed paper exhibits have not been
re-filed electronically herewith.
Item 1. Security and Issuer.
This statement relates to the shares of common stock, par
value $.001 per share (the "Shares") of CommNet Cellular, Inc., a
Colorado corporation (the "Issuer"). The principal executive offices
of the Issuer are located at 5990 Greenwood Plaza Boulevard, Suite
300, Englewood, Colorado 80111.
Item 2. Identity and Background.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of
the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended (the "Act"), the undersigned hereby file this
Schedule 13D Statement on behalf of Main Street Partners, L.P., a
Delaware limited partnership ("MSP"), MS Advisory Partners, L.P., a
Delaware limited partnership ("MS Advisory Partners"), MS Advisory
Partners (Overseas), L.P., a Delaware limited partnership ("MS
Advisory Partners (Overseas)"), San Francisco Partners II, L.P., a
California limited partnership ("SFP"), SF Advisory Partners, L.P., a
Delaware limited partnership ("SF Advisory Partners"), SF Advisory
Corp., a Delaware corporation ("SF Advisory Corp."), SF Advisory
Corp. II, a Delaware corporation ("SF Advisory Corp. II"), John H.
Scully ("JHS"), William E. Oberndorf ("WEO"), William J. Patterson
("WJP"), the Phoebe Snow Foundation ("PSF") and Michael Yuen ("MY").
MSP, MS Advisory Partners, MS Advisory Partners (Overseas), SFP, SF
Advisory Partners, SF Advisory Corp., SF Advisory Corp. II, JHS, WEO,
WJP, PSF and MY are sometimes hereinafter referred to as the
"Reporting Persons." The Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Act, although neither
the fact of this filing nor anything contained herein shall be deemed
to be an admission by the Reporting Persons that a group exists.
Glenn B. Solomon, who previously reported holdings under this
Schedule 13D, has subsequently terminated his relationship with the
other Reporting Persons and therefore is not reporting beneficial
ownership of Shares in this Amendment No. 8.
(b)-(c)
MSP
MSP is a Delaware limited partnership, the principal
business of which is the purchase, sale, exchange, acquisition and
holding of investment securities. The principal business address of
MSP, which also serves as its principal office, is 4320 West Vicary, <PAGE>
<PAGE>
Suite B, Fort Worth, Texas 76107. Pursuant to Instruction C to
Schedule 13D of the Act, certain information with respect to MS
Advisory Partners, the sole general partner of MSP, is set forth
below.
MS Advisory Partners
MS Advisory Partners is a Delaware limited partnership, the
principal business of which is serving as the sole general partner of
MSP. The principal business address of MS Advisory Partners, which
also serves as its principal office, is 4320 West Vicary, Suite B,
Fort Worth, Texas 76107. Pursuant to Instruction C to Schedule 13D
of the Act, certain information with respect to SF Advisory Corp. and
SF Advisory Corp. II, the two general partners of MS Advisory
Partners, is set forth below.
MS Advisory Partners (Overseas)
MS Advisory Partners (Overseas) is a Delaware limited
partnership, the principal business of which is acting as an advisor.
The principal business address of MS Advisory Partners (Overseas),
which also serves as its principal office, is 4320 West Vicary, Suite
B, Fort Worth, Texas 76107. Pursuant to Instruction C to Schedule
13D of the Act, certain information with respect to SF Advisory Corp.
and SF Advisory Corp. II, the two general partners of MS Advisory
Partners (Overseas), is set forth below.
SFP
SFP is a California limited partnership, the principal
business of which is the purchase, sale, exchange, acquisition and
holding of investment securities. The principal business address of
SFP, which also serves as its principal office, is 591 Redwood
Highway, Suite 3215, Mill Valley, California 94941. Pursuant to
Instruction C to Schedule 13D of the Act, certain information with
respect to SF Advisory Partners, the sole general partner of SFP, is
set forth below.
SF Advisory Partners
SF Advisory Partners is a Delaware limited partnership, the
principal business of which is serving as the sole general partner of
SFP. The principal business address of SF Advisory Partners, which
also serves as its principal office, is 591 Redwood Highway, Suite
3215, Mill Valley, California 94941. Pursuant to Instruction C to
Schedule 13D of the Act, certain information with respect to SF
Advisory Corp. and SF Advisory Corp. II, the two general partners of
SF Advisory Partners, is set forth below.
SF Advisory Corp.
SF Advisory Corp. is a Delaware corporation, the principal
business of which is serving as one of two general partners of each
of MS Advisory Partners, MS Advisory Partners (Overseas) and SF
Advisory Partners. The principal address of SF Advisory Corp., which
also serves as its principal office, is 591 Redwood Highway, Suite
3215, Mill Valley, California 94941. Pursuant to Instruction C to<PAGE>
<PAGE>
Schedule 13D of the Act, certain information with respect to JHS, who
is the sole director, executive officer and controlling person of SF
Advisory Corp., is set forth below.
SF Advisory Corp. II
SF Advisory Corp. II is a Delaware corporation, the principal
businesses of which are serving as one of two general partners of
each of MS Advisory Partners, MS Advisory Partners (Overseas) and SF
Advisory Partners. The principal business address of SF Advisory
Corp. II, which also serves as its principal office, is 591 Redwood
Highway, Suite 3215, Mill Valley, California 94941. Pursuant to
Instruction C to Schedule 13D of the Act, certain information with
respect to WEO, who is the sole director, executive officer and
controlling person of SF Advisory Corp. II, is set forth below.
JHS
JHS' business address is 591 Redwood Highway, Suite 3215, Mill
Valley, California 94941. His present principal occupation is
serving as a managing director of SPO Partners & Co., a Delaware
corporation ("SPO"). The principal business of SPO is operating as
an investment firm. The principal address of SPO, which also serves
as its principal office, is 591 Redwood Highway, Suite 3215, Mill
Valley, California 94941. JHS is also the sole stockholder, sole
director and chief executive officer of MS Advisory Corp., one of the
two corporate general partners of each of MS Advisory Partners, MS
Advisory Partners (Overseas) and SF Advisory Partners, and is the
sole director and executive offices of PSF.
WEO
WEO's business address is 591 Redwood Highway, Suite 3215, Mill
Valley, California 94941. His present principal occupation is
serving as a managing director of SPO. WEO is also the sole
stockholder, director and chief executive officer of SF Advisory
Corp. II, one of two corporate general partners of MS Advisory
Partners, MS Advisory Partners (Overseas) and SF Advisory Partners.
WJP
WJP's business address is 591 Redwood Highway, Suite 3215, Mill
Valley, California 94941. His present principal occupation is
serving as a managing director of SPO.
PSF
PSF is a private grant-making foundation. The principal business
address of PSF, which also serves as its principal office, is 591
Redwood Highway, Suite 3215, Mill Valley, California 94941.
MY
MY's business address is 591 Redwood Highway, Suite 3215, Mill
Valley, California 94941. His present principal occupation is as an
associate of SPO. <PAGE>
<PAGE>
(d) None of the entities or persons identified in this Item 2
has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2
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) All of the natural persons identified in this Item 2 are
citizens of the United States of America.
Item 3. Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of the funds used or to be used by the
Reporting Persons to purchase Shares (including Shares which have
subsequently been sold by the Reporting Persons) are as follows:
Name Source of Funds Amount of Funds
MSP Working Capital(1) $25,566,573.70
MS Advisory Partners Not Applicable Not Applicable
MS Advisory Partners
(Overseas) Not Applicable Not Applicable
SFP Working Capital (1) $5,564,108.79
SF Advisory Partners Not Applicable Not Applicable
SF Advisory Corp. Not Applicable Not Applicable
SF Advisory Corp. II Not Applicable Not Applicable
PSF Personal Funds (2) $ 604,500.00
JHS Personal Funds(3) $2,393,437.50 (3)
WEO Personal Funds(2) $3,876,117.50
WJP Personal Funds(2) $ 10,437.50
MY Personal Funds (2) $ 22,724.66
(1) As used herein, the term "Working Capital" includes income
from the business operations of the entity plus sums borrowed from
banks and brokerage firm margin accounts to operate such business in <PAGE>
<PAGE>
general. None of the funds reported herein as "Working Capital" were
borrowed or otherwise obtained for the specific purpose of acquiring,
holding, trading or voting the Shares.
(2) As used herein, the term "Personal Funds" includes sums
borrowed from banks and brokerage firm margin accounts, none of which
were borrowed or otherwise obtained for the specific purpose of
acquiring, holding, trading or voting the Shares.
(3) Excludes the funds used by an employee retirement plan,
individual retirement account and various charitable and educational
institutions to acquire the Shares held by it, which funds total
$2,883,319.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares reported herein for
investment purposes. Consistent with such purposes, the Reporting
Persons have had, and may have in the future, discussions based on
publicly available information with management of the Issuer
concerning the Issuer's recent operating history as well as the
Issuer's general business outlook and prospects.
Depending on market conditions and other factors that each may
deem material to its investment decision, each of the Reporting
Persons may purchase additional Shares in the open market or in
private transactions or may dispose of all or a portion of the Shares
that such Reporting Person now owns or hereafter may acquire.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any
of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D of the Act.
Item 5. Item 5. Interest in Securities of the Issuer.
(a)
MSP
MSP sold 110,700 Shares on September 10, 1997 and 430,500 Shares
on September 12, 1997. The aggregate number of Shares that MSP owns
beneficially, pursuant to Rule 13d-3 of the Act, is 764,900, which
constitute approximately 5.6% 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 764,900 Shares, which constitute
approximately 5.6% of the outstanding Shares.
MS Advisory Partners (Overseas)
All Shares of which MS Advisory Partners (Overseas) may have been
deemed to have shared power to dispose and direct the disposition in
its capacity as an advisor, were sold on December 21, 1995. MS<PAGE>
<PAGE>
Advisory Partners (Overseas) disclaims that it ever had beneficial
ownership of such Shares.
SFP
SFP sold 24,300 Shares on September 10, 1997 and 94,500 Shares on
September 12, 1997. The aggregate number of Shares that SFP owns
beneficially, pursuant to Rule 13d-3 of the Act, is 169,700, which
constitutes approximately 1.2% 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 169,700 Shares, which constitutes
approximately 1.2% 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 934,600 Shares in the aggregate, which constitutes
approximately 6.8% 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
beneficial owner of 934,600 Shares in the aggregate, which
constitutes approximately 6.8% of the outstanding Shares.
PSF
The aggregate number of Shares beneficially owned by PSF is
31,000, which constitutes approximately 0.2% of the outstanding
Shares.
JHS
JHS beneficially owns 150,000 Shares through a family owned
partnership (Cranberry Lake Partners), and because of his positions
as a control person of SF Advisory Corp., as a trustee and
participant in an employee retirement plan, as sole owner of a self
directed individual retirement account as sole director and executive
officer of PSF, and by virtue of his relationship with various
educational and charitable institutions, JHS may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of an
additional 1,106,600 Shares, for a total of 1,256,600 Shares in the
aggregate, which constitutes approximately 9.1% of the outstanding
Shares. The foregoing does not include 500 Shares beneficially owned
by employees of an affiliate of JHS and 3,000 Shares beneficially
owned by relatives of JHS. JHS disclaims beneficial ownership of all
such 3,500 Shares.
WEO<PAGE>
<PAGE>
WEO beneficially owns 140,000 Shares individually and through a
family limited partnership (Oberndorf Family Partners, L.P.), 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 934,600 Shares for a total of
1,090,100 Shares in the aggregate, which constitute approximately
7.9% of the outstanding Shares. The foregoing does not include 500
Shares held by employees of an affiliate of WEO or 1,000 Shares owned
by WEO's mother. WEO disclaims beneficial ownership of all such
1,500 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.
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 764,900 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 764,900 Shares.
MS Advisory Partners (Overseas)
MS Advisory Partners (Overseas) does not have the power to vote or
direct the vote or to dispose or to direct the disposition of any
Shares. MS Advisory Partners (Overseas) disclaims that it ever had
beneficial ownership of any such 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<PAGE>
<PAGE>
disposition of 169,700 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 169,700 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
934,600 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
934,600 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 31,000
Shares which it owns beneficially.
JHS
JHS has the sole power to vote and to dispose or direct the
disposition of 150,000 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 80,000 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 31,000 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 934,600 Shares held by MSP and SFP in the
aggregate. JHS disclaims beneficial ownership of the 31,000 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<PAGE>
<PAGE>
Shares held by MSP and SFP, respectively. JHS also may be deemed to
share the power to vote or to direct the vote and to dispose or to
direct the disposition of a total of 60,000 Shares held by various
educational and charitable institutions. JHS shares such power with
the fiduciaries of such institutions. JHS disclaims beneficial
ownership of all such 60,000 Shares.
WEO
WEO has the sole power to vote and to dispose or direct the
disposition of 90,000 Shares owned by him individually and 50,000
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 934,600 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.
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
SFP September 10, 1997 24,300 $34.875
September 12, 1997 94,500 $34.750 <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) It is inapplicable for the purposes herein to state the date
on which the Reporting Persons ceased to be the owners of more than
five percent (5%) of the outstanding Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as set forth herein or in the Exhibits filed herewith,
there are no other contracts, arrangements, understandings or
relationships of the type required to be disclosed in response to
Item 6 of Schedule 13D of the Act with respect to the Shares owned by
the Reporting Persons.
Item 7. Item 7. Materials to be Filed as Exhibits.
Exhibit A-8 Agreement pursuant to Rule 13d-1(f)(1)(iii), as to
Amendment No. 8 <PAGE>
<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: September 16, 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.*
MS ADVISORY PARTNERS (Overseas), 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-8
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: September 16, 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.*
MS ADVISORY PARTNERS (Overseas), 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>
