<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
Pioneer Financial Services Inc.
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock 007236721
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
James Mazzeo
Heyman Investment Associates
333 Post Road West
Westport, Connecticut 06881
(203) 226-1206
- --------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
January 16, 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 [_].
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 31 Pages)
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CUSIP No. 007236721 13D Page 2 of 31 Pages
1 NAME OF REPORTING PERSON: Heyman Investment Associates
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF CONNECTICUT
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 494,150
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 494,150
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 494,150
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.3%
14 TYPE OF REPORTING PERSON: PN
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CUSIP No. 007236721 13D Page 3 of 31 Pages
1 NAME OF REPORTING PERSON: The Annette Heyman Foundation Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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 ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF CONNECTICUT
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 10,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 10,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 10,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Less than
0.1%
14 TYPE OF REPORTING PERSON: OO
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CUSIP No. 007236721 13D Page 4 of 31 Pages
1 NAME OF REPORTING PERSON: Samuel J. Heyman
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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 ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF USA
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 672,200
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 672,200
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 672,200
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.8%
14 TYPE OF REPORTING PERSON: IN
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CUSIP No. 007236721 13D Page 5 of 31 Pages
1 NAME OF REPORTING PERSON: GAF Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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 ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 84,010
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 84,010
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 84,010
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 007236721 13D Page 6 of 31 Pages
1 NAME OF REPORTING PERSON: G-I Holdings Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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 ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 84,010
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 84,010
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 84,010
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 007236721 13D Page 7 of 31 Pages
1 NAME OF REPORTING PERSON: G Industries Corp.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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 ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 84,010
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 84,010
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 84,010
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 007236721 13D Page 8 of 31 Pages
1 NAME OF REPORTING PERSON: GAF Building Materials Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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 ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 84,010
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 84,010
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 84,010
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 007236721 13D Page 9 of 31 Pages
1 NAME OF REPORTING PERSON: Building Materials Corporation of
America
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 84,010
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 84,010
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 84,010
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 007236721 13D Page 10 of 31 Pages
1 NAME OF REPORTING PERSON: ISP Holdings Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 25,245
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 58,795
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 25,245
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 58,795
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 84,040
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 007236721 13D Page 11 of 31 Pages
1 NAME OF REPORTING PERSON: International Specialty Products
Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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 ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 58,795
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 58,795
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 58,795
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.5%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 007236721 13D Page 12 of 31 Pages
1 NAME OF REPORTING PERSON: ISP Investments Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 58,795
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 58,795
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 58,795
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.5%
14 TYPE OF REPORTING PERSON: CO
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Item 1. Security and Issuer
-------------------
This statement of beneficial ownership on Schedule 13D ("Schedule
13D") relates to the common stock, par value $1.00 per share (the
"Shares"), of Pioneer Financial Services Inc.(the "Corporation"). The
address of the principal executive office of the Corporation is 1750
East Golf Road, Schaumburg, Illinois 60173.
Item 2. Identity and Background
-----------------------
The persons filing this Schedule 13D are Heyman Investment
Associates, a Connecticut limited partnership ("HIA"), The Annette
Heyman Foundation Inc., a Connecticut charitable foundation ("AHF"),
Samuel J. Heyman, a citizen of the United States of America, GAF
Corporation, a Delaware corporation ("GAF"), G-I Holdings Inc., a
Delaware corporation ("G-I Holdings"), G Industries Corp., a Delaware
corporation ("G Industries"), GAF Building Materials Corporation, a
Delaware corporation ("GAFBMC"), Building Materials Corporation of
America, a Delaware corporation ("BMCA"), ISP Holdings Inc., a
Delaware corporation ("ISP Holdings"), International Specialty
Products Inc., a Delaware corporation ("ISP"), and ISP Investments
Inc., a Delaware corporation ("ISP Investments"). HIA and AHF have
their principal place of business at 333 Post Road West, Westport,
Connecticut 06881. Mr. Heyman, GAF, GAFBMC and BMCA have their
principal place of business at 1361 Alps Road, Wayne, New Jersey
07470. G-I Holdings, G Industries, ISP Holdings, ISP and ISP
Investments have their principal place of business at 818 Washington
Street, Wilmington, Delaware 19801. GAF, G-I Holdings, G Industries,
BMCA, GAFBMC, ISP Holdings, ISP and ISP Investments are sometimes
hereinafter referred to as the "GAF Reporting Persons." The GAF
Reporting Persons, together with Mr. Heyman, HIA and AHF, are
sometimes hereinafter referred to as the "Reporting Persons."
Mr. Heyman is the sole general partner of HIA and a member of the
Board of Management of AHF and its authorized investment officer. Mr.
Heyman controls GAF. GAF controls G-I Holdings. G-I Holdings
controls G Industries. G Industries controls GAFBMC. GAFBMC controls
BMCA. Mr. Heyman controls ISP Holdings. ISP Holdings controls ISP.
ISP controls ISP Investments. Mr. Heyman is the Chairman and Chief
Executive Officer of each of the GAF Reporting Persons. Mr. Heyman is
in the position to directly, in some instances, and indirectly
determine the investment and voting decisions to be made by the
Reporting Persons.
13<PAGE>
<PAGE>
HIA is an investment partnership. AHF is a charitable
foundation. The business of GAF consists primarily of owning 100% of
the capital stock of G-I Holdings. The business of G-I Holdings
consists primarily of owning 100% of the capital stock of G
Industries. The business of G Industries consists primarily of (i)
owning, through its ownership of 100% of the capital stock of GAFBMC,
100% of the capital stock of BMCA, an operating subsidiary engaged in
the manufacture and sale of building materials, and (ii) indirectly
owning an investment in a chemicals partnership. The business of ISP
Holdings consists primarily of owning approximately 83% of the
outstanding common stock of ISP. The business of ISP Investments
consists of holding investments for ISP. ISP, through its wholly-
owned subsidiaries, develops, manufactures, sells and distributes
specialty chemicals, mineral products, filter products and advanced
materials.
The name, business address and citizenship of the members of the
Board of Management and executive officers of AHF are set forth in
Schedule A hereto.
The name, position, business address and citizenship of each
director and executive officer of GAF are set forth on Schedule B
hereto.
The name, position, business address and citizenship of each
director and executive officer of G-I Holdings are set forth on
Schedule C hereto.
The name, position, business address and citizenship of each
director and executive officer of G Industries are set forth on
Schedule D hereto.
The name, position, business address and citizenship of each
director and executive officer of GAFBMC are set forth on Schedule E
hereto.
The name, position, business address and citizenship of each
director and executive officer of BMCA are set forth on Schedule F
hereto.
The name, position, business address and citizenship of each
director and executive officer of ISP Holdings are set forth on
Schedule G hereto.
The name, position, business address and citizenship of each
director and executive officer of ISP are set forth on Schedule H
hereto.
14<PAGE>
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The name, position, business address and citizenship of each
director and executive officer of ISP Investments are set forth on
Schedule I hereto.
None of the Reporting Persons nor any of the persons listed on
Schedules A through I hereto has during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which such person was or is subject to a judgement, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding a
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The aggregate amount of funds used by the Reporting Persons to
purchase the 672,200 Shares beneficially owned by them, directly or
indirectly, was approximately $16,919,249.18, including commissions.
The funds used to purchase such Shares were obtained by the
Reporting Persons from the following sources: (i) with respect to
Shares owned by Heyman Investment Associates, funds of such
partnership and borrowings pursuant to standard margin arrangements,
(ii) with respect to Shares owned by AHF, its own funds, (iii) with
respect to Shares owned by BMCA, the working capital of BMCA and
borrowings pursuant to standard margin arrangements, (iv) with respect
to Shares owned by ISP Holdings, the working capital of ISP Holdings
and borrowings pursuant to standard margin arrangements, and (v) with
respect to Shares owned by ISP Investments, the working capital of ISP
Investments, loans from affiliates and borrowings pursuant to standard
margin arrangements.
Item 4. Purpose of Transaction
----------------------
The Reporting Persons acquired the Shares beneficially owned (or
deemed, solely for purposes of Rule 13d-3, to be beneficially owned),
directly or indirectly, by them, respectively, based on their
respective determinations that the Shares represent an attractive
investment opportunity.
The Reporting Persons intend to review their respective
investments in the Corporation on a continuing basis and may increase
their respective equity positions in the Corporation depending upon
the price and availability of Shares, the
15<PAGE>
<PAGE>
availability of funds to them, subsequent developments affecting the
Corporation, the Corporation's business prospects, other investment
and business opportunities available to them, general stock market
conditions, tax considerations and other factors. Upon the basis of a
continuing review of such investment positions, the Reporting Persons
may decide to reduce or dispose of their respective positions in the
Shares.
Item 5. Interest in Securities of the Issuer
------------------------------------
As of the close of business on January 23, 1997, the Reporting
Persons beneficially owned (or are deemed, solely for purposes of Rule
13d-3, to beneficially own), directly or indirectly, an aggregate of
672,200 Shares, representing approximately 5.8% of the number of
Shares outstanding on October 31, 1996 (based on 11,590,464 Shares
believed by the Reporting Persons to be outstanding as of October 31,
1996). Of such Shares, HIA has direct beneficial ownership of 494,150
Shares ("HIA Owned Shares") (constituting approximately 4.3% of the
outstanding Shares), AHF has direct beneficial ownership of 10,000
Shares ("AHF Owned Shares") (constituting less than 0.1% of the
outstanding Shares), BMCA has direct beneficial ownership of 84,010
Shares ("BMCA Owned Shares") (constituting approximately 0.7% of the
outstanding Shares), ISP Holdings has direct beneficial ownership of
25,245 Shares (the "ISP Holdings Owned Shares") (constituting
approximately 0.2% of the outstanding Shares) and ISP Investments has
direct beneficial ownership of 58,795 Shares ("ISP Owned Shares")
(constituting approximately 0.5% of the outstanding Shares).
HIA and AHF have the sole power to vote, direct the voting of,
dispose of and direct the disposition of the HIA Owned Shares and the
AHF Owned Shares, respectively. BMCA has the sole power to vote,
direct the voting of, dispose of and direct the disposition of the
BMCA Owned Shares. ISP Investments has the sole power to vote, direct
the voting of, dispose of and direct the disposition of the ISP Owned
Shares. ISP Holdings has the sole power to vote, direct the voting
of, dispose of and direct the disposition of the ISP Holdings Shares.
ISP, by virtue of its ownership of all of the outstanding capital
stock of ISP Investments, may be deemed to own beneficially (solely
for purposes of Rule 13d-3) the ISP Owned Shares. ISP Holdings, by
virtue of its ownership of approximately 83% of the outstanding common
stock of ISP, may be deemed to own beneficially (solely for purposes
of Rule 13d-3) the ISP Owned Shares. GAFBMC, by virtue of its
ownership of all of the outstanding stock of BMCA, may be deemed to
own beneficially (solely for purposes of Rule
16<PAGE>
<PAGE>
13d-3) the BMCA Owned Shares. G Industries, by virtue of its
ownership of all of the outstanding capital stock of GAFBMC, may be
deemed to own beneficially (solely for purposes of Rule 13d-3) the
BMCA Owned Shares. G-I Holdings, by virtue of its ownership of all of
the outstanding capital stock of G Industries, may be deemed to own
beneficially (solely for purposes of Rule 13d-3) the BMCA Owned
Shares. GAF, by virtue of its ownership of all of the outstanding
capital stock of G-I Holdings, may be deemed to own beneficially
(solely for purposes of Rule 13d-3) the BMCA Owned Shares. Mr.
Heyman, by virtue of his ownership of approximately 96% of the capital
stock of GAF and of ISP Holdings, may be deemed to own beneficially
(solely for purposes of Rule 13d-3) the ISP Owned Shares, the ISP
Holdings Owned Shares and the BMCA Owned Shares and, by virtue of his
being the sole general partner of HIA and the officer with the trading
authority for AHF, may be deemed to own beneficially (solely for
purposes of Rule 13d-3) the HIA Owned Shares and the AHF Owned Shares.
The Reporting Persons disclaim that they constitute a group for
purposes of Rule 13d-5 under the Act.
In the past 60 days, HIA, AHF, ISP Holdings, ISP Investments and
BMCA effected transactions in Shares in open market transactions as
set forth in Schedule J.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
--------------------------------------------------------
None.
Item 7. Material to be Filed as Exhibits
--------------------------------
None.
17
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<PAGE>
Signature
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set
forth in this Statement is true, complete and correct.
Dated: January 24, 1997 Heyman Investment Associates
By: /s/ SAMUEL J. HEYMAN
----------------------
Samuel J. Heyman
General Partner
The Annette Heyman
Foundation Inc.
By: /s/ SAMUEL J. HEYMAN
----------------------
Samuel J. Heyman
President
/s/ SAMUEL J. HEYMAN
-------------------------
Samuel J. Heyman
GAF Corporation
G-I Holdings Inc.
G Industries Corp.
GAF Building Materials
Corporation
Building Materials
Corporation of America
ISP Holdings Inc.
International Specialty
Products Inc.
ISP Investments Inc.
By: /s/ SAMUEL J. HEYMAN
----------------------
Samuel J. Heyman
Chief Executive Officer
18<PAGE>
<PAGE>
SCHEDULE A
The name and position of the members of the Board of Management
of The Annette Heyman Foundation Inc. and its executive officers are
set forth below. The business address of each such person is 333 Post
Road West, Westport, Connecticut 06881, except for Mr. Heyman, whose
business address is 1361 Alps Road, Wayne, New Jersey 07470. Each of
such persons is a citizen of the United States.
Name Position
---- --------
Samuel J. Heyman Director, President and
Treasurer
Ronnie F. Heyman Director and Secretary
Annette Heyman Director
19<PAGE>
<PAGE>
SCHEDULE B
The name and position of the directors and executive officers of
GAF Corporation are set forth below. The business address of each
executive officer and director is 1361 Alps Road, Wayne, New Jersey
07470, except as set forth on Schedule A. All executive officers and
directors are citizens of the United States.
Name Position
---- --------
Samuel J. Heyman Director, Chairman & CEO
Carl R. Eckardt Director, Vice Chairman
James P. Rogers Executive Vice President,
Chief Financial Officer and
Treasurer
Richard A. Weinberg Senior Vice President,
General Counsel and
Secretary
Louis A. Goldberg Senior Vice President,
Corporate Human Resources
Ronnie F. Heyman Director
20<PAGE>
<PAGE>
SCHEDULE C
The name and position of the directors and executive officers of
G-I Holdings Inc. are set forth below. The business address of each
executive officer and director is 1361 Alps Road, Wayne, New Jersey
07470. All executive officers and directors are citizens of the
United States.
Name Position
---- --------
Samuel J. Heyman Director, Chairman & CEO
Carl R. Eckardt Executive Vice President
James P. Rogers Executive Vice President,
Chief Financial Officer and
Treasurer
Richard A. Weinberg Senior Vice President,
General Counsel and
Secretary
21<PAGE>
<PAGE>
SCHEDULE D
The name and position of the directors and executive officers of
G Industries Corp. are set forth below. The business address of each
executive officer and director is 1361 Alps Road, Wayne, New Jersey
07470. All executive officers and directors are citizens of the
United States.
Name Position
---- --------
Samuel J. Heyman Chief Executive Officer
James P. Rogers Executive Vice President,
Chief Financial Officer and
Treasurer
Richard A. Weinberg Director, Senior Vice
President, General Counsel
and Secretary
22<PAGE>
<PAGE>
SCHEDULE E
The name and position of the directors and executive officers of
GAF Building Materials Corporation are set forth below. The business
address of each executive officer and director is 1361 Alps Road,
Wayne, New Jersey 07470. All executive officers and directors are
citizens of the United States.
Name Position
---- --------
Samuel J. Heyman Chief Executive Officer
James P. Rogers Executive Vice President,
Chief Financial Officer and
Treasurer
Richard A. Weinberg Director, Senior Vice
President and Secretary
23<PAGE>
<PAGE>
SCHEDULE F
The name and position of the directors and executive officers of
Building Materials Corporation of America are set forth below. The
business address of each executive officer and director is 1361 Alps
Road, Wayne, New Jersey 07470. All executive officers and directors
are citizens of the United States.
Name Position
---- --------
Samuel J. Heyman Director and Chairman
Sunil Kumar Director, President
and Chief Operating Officer
James P. Rogers Director and Executive Vice
President
John M. Sergey Director
Richard A. Weinberg Senior Vice President
and Secretary
Donald W. LaPalme Senior Vice President-
Operations
Joseph J. Okaly Vice President-Marketing
& Sales, Commercial Roofing
Products
William W. Collins Vice President-Marketing
& Sales, Residential
Roofing Products
24<PAGE>
<PAGE>
SCHEDULE G
The name and position of the directors and executive officers of
ISP Holdings are forth below. The business address of each executive
officer and director is 818 Washington Street, Wilmington, Delaware
19801. All executive officers and directors are citizens of the
United States.
Name Position
----- ---------
Samuel J. Heyman Director, Chairman & CEO
Carl R. Eckardt Executive Vice President
James P. Rogers Executive Vice President and
Chief Financial Officer
Richard A. Weinberg Senior Vice President,
General Counsel and Secretary
Louis S. Goldberg Senior Vice President,
Corporate Human Resources
25
<PAGE>
<PAGE>
SCHEDULE H
The name and position of the directors and executive officers of
International Specialty Products Inc. are set forth below. The
business address of each executive officer and director is c/o ISP
Management Company, Inc., 1361 Alps Road, Wayne, New Jersey 07470,
except as indicated below. All executive officers and directors are
citizens of the United States.
Name Position
----- ---------
Samuel J. Heyman Director, Chairman & CEO
Peter R. Heinze Director, President and
Chief Operating Officer
Carl R. Eckardt Director, Executive Vice
President
James P. Rogers Executive Vice President-
Finance and Chief Financial
Officer
Richard A. Weinberg Senior Vice President,
General Counsel and
Secretary
Richard B. Olsen Senior Vice President and
General Manager, Mineral
Products
Louis A. Goldberg Senior Vice President -
Corporate Human Resources
Randall R. Lay Vice President and Chief
Financial Officer
Harrison J. Goldin Director
Charles M. Diker Director
Sanford Kaplan Director
Burt Manning Director
26
<PAGE>
<PAGE>
Mr. Goldin is a partner of Goldin Associates, L.P., a consulting
firm, the address of which is 767 Fifth Avenue, New York, New York
10153. Mr. Diker is a limited partner of Weiss, Peck & Greer, an
investment management firm, the address of which is 1 New York Plaza,
New York, New York 10004. Mr. Kaplan is a private investor. Mr.
Manning is Chairman and Chief Executive Officer of J. Walter Thompson
Company, a multinational advertising company, the address of which is
466 Lexington Avenue, New York, New York 10017.
27<PAGE>
<PAGE>
SCHEDULE I
The name and position of the directors and executive officers of
ISP Investments Inc. are set forth below. The business address of
each executive officer and director is 1361 Alps Road, Wayne, New
Jersey 07470. All executive officers and directors are citizens of
the United States.
Name Position
---- --------
Samuel J. Heyman Chief Executive Officer
Peter R. Heinze Chief Operating Officer
Richard A. Weinberg Director, Senior Vice
President, General Counsel and
Secretary
James P. Rogers Executive Vice President -
Finance and Treasurer
Louis A. Goldberg Senior Vice President -
Corporate Human Resources
28<PAGE>
<PAGE>
SCHEDULE J
The following schedule sets forth information with respect to
each purchase in the Shares which was effectuated by the Reporting
Persons during the past 60 days. All transactions were effectuated in
the open market through a broker.
BUILDING MATERIALS CORPORATION OF AMERICA
-----------------------------------------
<TABLE>
<CAPTION>
Number of
Date Shares Purchased Price per Share*
---- ---------------- ---------------
<S> <C> <C>
12/16/96 6,800 24.4899
12/17/96 10,310 24.6818
12/18/96 735 24.3750
12/19/96 7,060 24.7168
12/20/96 625 24.8150
12/23/96 1,875 25.1250
12/24/96 5,185 25.1250
01/08/97 5,875 24.9280
01/09/97 10,000 25.0000
01/10/97 2,310 25.0000
01/13/97 6,435 25.1250
01/15/97 4,625 25.6990
01/15/97 6,250 25.7500
01/16/97 3,235 25.7460
01/16/97 3,320 25.7500
01/17/97 4,370 25.6875
01/22/97 2,500 25.3750
01/23/97 2,500 25.5000
</TABLE>
29 <PAGE>
<PAGE>
ISP INVESTMENTS INC. (THROUGH ISP INVESTMENTS GRANTOR TRUST)
------------------------------------------------------------
<TABLE>
<CAPTION>
Number of
Date Shares Purchased Price per Share*
---- ---------------- ---------------
<S> <C> <C>
12/16/96 4,760 24.4899
12/17/96 7,215 24.6818
12/18/96 515 24.3750
12/19/96 4,945 24.7168
12/20/96 435 24.8150
12/23/96 1,310 25.1250
12/24/96 3,630 25.1250
01/08/97 4,110 24.9280
01/09/97 7,000 25.0000
01/10/97 1,615 25.0000
01/13/97 4,505 25.1250
01/15/97 3,235 25.6990
01/15/97 4,375 25.7500
01/16/97 2,265 25.7460
01/16/97 2,315 25.7500
01/17/97 3,065 25.6875
01/22/97 1,750 25.3750
01/23/97 1,750 25.5000
</TABLE>
ISP HOLDINGS INC.
-----------------
<TABLE>
<CAPTION>
Number of
Date Shares Purchased Price per Share*
---- ---------------- ---------------
<S> <C> <C>
12/16/96 2,040 24.4899
12/17/96 3,100 24.6818
12/18/96 225 24.3750
12/19/96 2,120 24.7168
12/20/96 190 24.8150
12/23/96 565 25.1250
12/24/96 1,560 25.1250
01/08/97 1,765 24.9280
01/09/97 3,000 25.0000
01/10/97 700 25.0000
01/13/97 1,935 25.1250
01/15/97 1,390 25.6990
01/15/97 1,875 25.7500
01/16/97 975 25.7460
01/16/97 990 25.7500
01/17/97 1,315 25.6875
01/22/97 750 25.6875
01/23/97 750 25.5000
</TABLE>
30
<PAGE>
<PAGE>
HEYMAN INVESTMENT ASSOCIATES
----------------------------
<TABLE>
<CAPTION>
Number of
Date Shares Purchased Price per Share*
---- ---------------- ---------------
<S> <C> <C>
12/13/96 40,800 24.4900
12/17/96 56,875 24.6820
12/18/96 4,425 24.3750
12/19/96 37,375 24.7170
12/20/96 3,750 24.8150
12/23/96 11,250 25.1250
12/24/96 31,125 25.1250
01/08/97 35,250 24.9280
01/09/97 60,000 25.0000
01/10/97 13,875 25.0000
01/13/97 38,625 25.1250
01/15/97 27,750 25.6990
01/15/97 37,500 25.7500
01/16/97 19,425 25.7460
01/16/97 19,875 25.7500
01/17/97 26,250 25.6880
01/22/97 15,000 25.3750
01/23/97 15,000 25.5000
</TABLE>
THE ANNETTE HEYMAN FOUNDATION INC.
----------------------------------
<TABLE>
<CAPTION>
Number of
Date Shares Purchased Price per Share*
---- ---------------- ---------------
<S> <C> <C>
12/17/96 5,000 24.6820
12/19/96 5,000 24.7170
</TABLE>
______________
*Excluding commissions
31
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