UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
Computervision Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
20557T101
(CUSIP Number)
Fred M. Stone, Esq.
M.D. Sass Associates, Inc.
1185 Avenue of the Americas, New York, NY 10036
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 23, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box .
Check the following box if a fee is being paid with the statement .
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required 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>
SCHEDULE 13D
CUSIP NO. 20557T101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Re/Enterprise Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None. See Item 5(b)
8 SHARED VOTING POWER
2,744,935
9 SOLE DISPOSITIVE POWER
None. See Item 5(b)
10 SHARED DISPOSITIVE POWER
2,744,935
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,744,935
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.34%
14 TYPE OF REPORTING PERSON *
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 20557T101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
3,333,154
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
3,333,154
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,333,154
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.27%
14 TYPE OF REPORTING PERSON *
IA, CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 20557T101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Investors Services, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
6,433,413
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
6,433,413
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,433,413
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.18%
14 TYPE OF REPORTING PERSON *
IA, CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 20557T101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Associates, Inc. Employees Profit Sharing Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
None. See Item 5(b)
8 SHARED VOTING POWER
89,884
9 SOLE DISPOSITIVE POWER
None. See Item 5(b)
10 SHARED DISPOSITIVE POWER
89,884
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,884
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14%
14 TYPE OF REPORTING PERSON *
EP
<PAGE>
SCHEDULE 13D
CUSIP NO. 20557T101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin D. Sass
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
9,815,244
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
9,815,244
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,815,244
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.52%
14 TYPE OF REPORTING PERSON *
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 20557T101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James B. Rubin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
10,443,141
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
10,443,141
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,443,141
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.51%
14 TYPE OF REPORTING PERSON *
IN
<PAGE>
SCHEDULE 13D
AMENDMENT NO. 4
Item 1(a) Security and Issuer
The purpose of this Amendment No. 4 to the statement on Schedule 13D
previously filed by the Reporting Persons, as amended by Amendment No. 1,
Amendment No. 2, and Amendment No. 3, with respect to the Common Stock, par
value $.01 per share, of Computervision Corporation, a Delaware
corporation, with principal offices at 100 Crosby Drive, Bedford,
Massachusetts 01730, is to update the status of the aggregate shareholdings of
M.D. Sass Associates, Inc. and its affiliated investors (the
"Investors"). As of the date of this Amendment, the Investors own a total of
10,443,141 shares equaling approximately 16.51% of the Issuer's total shares
outstanding. This represents an increase of 1,071,500 shares from the total
number of 9,371,641 shares owned as of the date of Amendment No. 3,. and an
increase in percentage owned to approximately 16.51% from approximately
14.88% as of the date of Amendment No. 3.
Item 1(b) Identity and Background
The persons filing this statement are:
Martin D. Sass
James B. Rubin
M.D. Sass Associates, Inc. ("Associates")
M.D. Sass Investors Services, Inc. ("Investors")
M.D. Sass Re/Enterprise Partners, L.P. ("Re/Enterprise")
M.D. Sass Associates, Inc. Employee Profit Sharing Plan ("Plan")
The principal business address of each of the reporting persons is:
1185 Avenue of the Americas
New York, New York 10036
Associates and Investors are both Delaware corporations which are
investment advisers registered under Section 203 of the Investment Advisers Act
of 1940.
Re/Enterprise is a Delaware limited partnership organized for the purpose
of making investments in the securities, bank debt and claims of public and
private companies, such investments consisting primarily of the debt
securities and liabilities of companies experiencing significant financial
difficulty or in bankruptcy. Associates is the managing general partner of
Re/Enterprise; Investors is also a general partner of Re/Enterprise.
The Plan is a trust organized to administer the employee profit
sharing plan of Associates. The Plan is administered by a Board of
Trustees, which includes Mr. Sass.
The executive officers and directors of Associates and Investors are: Martin D.
Sass, President and Chairman of the Board of Associates
and Investors
Hugh R. Lamle, Executive Vice President of Associates and
Investors, Director of Investors
Martin E. Winter, Senior Vice President and Chief Financial Officer of
Associates and Investors, Director of Associates and Investors
Fred M. Stone, Senior Vice President and General Counsel of
Associates and Investors
James B. Rubin, Senior Managing Director.of Associates and
Investors
In the case of Messrs. Sass and Rubin, and each other person listed above
pursuant to General Instruction C, their positions above constitute their
principal occupation and employment, and their business address is c/o M.D.
Sass Associates, Inc., 1185 Avenue of the Americas, New York, New York 10036.
Each is citizen of the United States.
None of the reporting persons or the other persons listed pursuant to
General Instruction C has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) a party,
during the last five years, to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in any of them
being subjected to a judgment, decree or final order enjoining future
violation of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Pursuant to the Rule 13d-3, the reporting persons are including as
beneficially owned securities of other persons, which are not reporting
persons nor required to be listed pursuant to General Instruction C. These
persons include:
Corporate Renaissance Group, Inc., a Delaware corporation ("CREN"),
which has elected to be treated as a business development company under the
Investment Company Act of 1940, as amended, organized for the purpose of
making investments in the securities, bank debt and claims of public and
private companies, such investments consisting primarily of the debt
securities and liabilities of companies experiencing significant financial
difficulty or in bankruptcy. Investors acts as the investment manager for
CREN.
M.D. Sass Parallax Partners, L.P., a Delaware limited partnership
("Parallax"), organized for the purpose of making investments in the
securities, bank debt and claims of public and private companies, such
investments consisting primarily of the debt securities and liabilities of
companies experiencing significant financial difficulty or in bankruptcy.
The general partner of Parallax is M.D. Sass G.P.U. Inc., a
Delaware corporation ("GPU"), with an address c/o M.D. Sass Associates, 1185
Avenue of the Americas, New York, New York 10036.
M.D. Sass Re/Enterprise-II, L.P. ("Re/Enterprise-II") is a Delaware
limited partnership organized for the purpose of making investments in the
securities, bank debt and claims of public and private companies, such
investments consisting primarily of the debt securities and liabilities of
companies experiencing significant financial difficulty or in bankruptcy.
Investors is the managing general partner and Associates is a general
partner of Re/Enterprise-II.
M.D. Sass Re/Enterprise International, Inc., a corporation organized
under the laws of the British Virgin Islands ("International"), with its
principal business address at the Citco Building, Wickhams Cay, P.O. Box 662,
Road Town, Tortola, British Virgin Islands. International was organized
for the purpose of making investments in the securities, bank debt and
claims of public and private companies. M.D. Sass Management, Inc., a
Delaware corporation ("Management"), with its principal business address at
1185 Avenue of the Americas, New York, New York 10036, is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940 and
acts as the investment manager for International. Mr. Sass is the controlling
stockholder of each of Associates, Investors, GPU and Management.
M.D. Sass Universe Partners, L.P., a Delaware limited partnership
("Universe"), organized for the purpose of making investments in a broad
range of equity and debt securities. Associates is the managing general
partner and Investors and Mr. Sass are general partners of Universe, whose
address is c/o M.D. Sass Associates, Inc., 1185 Avenue of the Americas, New
York, New York 10036..
Mr. Rubin's reported shares include those held by a trust for his
benefit ("Rubin Trust"), of which he is the trustee, and by a member of his
family.
Investors also acts as investment adviser to a number of third party
employee benefit or retirement plans, which are subject to Employee
Retirement Income Security Act of 1974. One of these plans (the "ERISA
Plan") does, and other plans may from time to time, hold securities of the
Issuer.
Investors and Associates also act as investment adviser to a number of
third party portfolio accounts (the "Managed Accounts) which do, and other
Managed Accouns which may, from time to time, hold securities of the
Issuer.
Item 3 Source and Amount of Funds or Other Consideration
The funds for the acquisitions by Re/Enterprise, Re/Enterprise-II,
Parallax, CREN, Universe and International were provided by monies invested as
capital contributions by their respective partners or shareholders.
The funds for acquisitions by the Plan, Rubin Trust and the ERISA Plan were
provided by monies invested by or contributed on behalf of the employee
participants in such plans. The Rubin family member invested personal
funds.
The funds for acquisitions by the Managed Accounts were provided by
monies invested by or contributed on behalf of the beneficial owners of such
accounts.
Item 4 Purpose of Transaction
The purpose of the acquisitions was for investment. Depending on
market conditions and other factors, any of the reporting persons, or other
persons listed above, may determine to acquire additional shares of Common
Stock (either through market purchases or in private transactions) or to
dispose of all or a portion of the Common Stock now or hereafter held.
Except as set forth above, none of the reporting persons have any
plans or proposals which related to or which would result in any of the
actions described in subparagraphs (a) through (j) inclusive of Item 4 of
Schedule 13D.
Item 5 Interest in Securities of the Issuer
(a) Re/Enterprise holds 2,744,935 shares, constituting 4.34%, of the
class.
Re/Enterprise-II holds 259,819 shares, constituting 0.41% of the
class.
International holds 2,352,499 shares, constituting 3.72%, of the
class.
Parallax holds 939,448 shares, constituting 1.48%, of the class.
The Plan holds 89,884 shares, constituting 0.14%, of the class.
Universe, which held 533,600 shares as of the date of Amendment No. 3, sold
such shares to International and Re/Enterprise II and now holds 0 shares,
constituting 0% of the class.
The ERISA Plan holds 2,492,859 shares, constituting 3.95% of the
class.
CREN holds 607,400 shares, constituting 0.96% of the class.
The Rubin Trust holds 627,897 shares, constituting 0.99% of the class. The
Managed Accounts hold 328,400 shares, constituting 0.52% of the class.
Associates, as a general partner of Universe, Re/Enterprise, and
Re/Enterprise-II, and as investment adviser to certain Managed Accounts, may
be deemed to beneficially own an aggregate of 3,333,154 shares,
constituting 5.27% of the class.
Investors, as a general partner of Universe, Re/Enterprise, and
Re/Enterprise-II, and as investment adviser to the ERISA Plan, CREN, and
certain Managed Accounts, may be deemed to beneficially own an aggregate of
6,433,413 shares, constituting 10.18% of the class.
Management, as the investment adviser to International, may be deemed to
beneficially own the 2,352,499 shares held by International.
Mr. Sass, by virtue of his controlling interest in each of Associates,
Investors, Management and GPU, and as a trustee of the Plan, may be deemed to
beneficially own an aggregate of 9,815,244 shares, constituting 15.52% of the
class.
Mr. Rubin, by virtue of his position with Associates and Investors, and
as portfolio manager to Parallax, Management and the Plan, may be deemed
to beneficially own 10,443,141 shares, constituting 16.51% of the class,
including Common Stock owned by the Rubin Trust and by his family member.
Percentages are based on 63,189,351 shares outstanding at May 10,
1996.
(b) Re/Enterprise has the sole power to vote or direct the vote and
sole power to dispose or to direct the disposition of the securities of which it
is beneficial owner, which power is exercised through its managing general
partner, Associates. Associates, Investors and Messrs. Sass and Rubin, by
virtue of their positions as general partners or officers of the general
partners may be deemed to share such power with Re/Enterprise.
Re/Enterprise-II has the sole power to vote or direct the vote and sole
power to dispose or to direct the disposition of the securities of which it
is beneficial owner, which power is exercised through its managing
general partner, Investors. Associates, Investors and Messrs. Sass and
Rubin, by virtue of their positions as general partners or officers of the
general partners may be deemed to share such power with Re/Enterprise-II.
International has the sole power to vote or direct the vote and sole
power to dispose or to direct the disposition of the securities of which it is
beneficial owner, which power is exercised through its investment manager,
Management. Management, by virtue of its position as investment manager, and
Messrs. Sass and Rubin, by virtue of their positions may be deemed to share
such power with International.
CREN has the sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of the securities of which it is
beneficial owner, which power is exercised through its investment adviser,
Investors. Investors, by virtue of its position as investment adviser, and
Messrs. Sass and Rubin, by virtue of their positions may be deemed to share such
power with CREN.
Parallax has the sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of the securities of which it is
beneficial owner, which power is exercised through its managing general
partner, GPU. GPU, by virtue of its position as general partner, and
Messrs. Sass and Rubin, by virtue of their positions may be deemed to share such
power with Parallax.
The Plan has the sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of the securities of which it is
beneficial owner, which power is exercised through its Board of Trustees.
Messrs. Sass and Winter, by virtue of their positions as trustees, and Mr.
Rubin by virtue of his position as portfolio manager to the Plan, may be
deemed to share such power with the Plan.
Universe has the sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of the securities of which it is
beneficial owner, which power is exercised through its managing general
partner, Associates. Associates, Investors and Messrs. Sass and Rubin, by
virtue of their positions as general partners or officers of the general
partners may be deemed to share such power with Universe.
The ERISA Plan has the sole power to vote or direct the vote and sole
power to dispose or to direct the disposition of the securities of which it is
beneficial owner, which power is exercised through its investment adviser,
Investors. Investors, by virtue of its position as investment adviser, and
Messrs. Sass and Rubin, by virtue of their positions, may be deemed to share
such power with the ERISA Plan.
The Managed Accounts have the sole power to vote or direct the vote and
sole power to dispose or to direct the disposition of the securities of which
it is beneficial owner, which power is exercised through its investment
advisers, Investors and Associates. Investors and Associates, by virtue of
their positions as investment advisers, and Messrs. Sass and Rubin, by virtue
of their positions, may be deemed to share such power with the Managed Accounts.
Pursuant to Section 240.13d-4, Mr. Sass, Mr. Rubin, Associates,
Investors, the Plan and Re/Enterprise, on behalf of themselves and their
affiliates, disclaim beneficial ownership of the Common Stock held or
managed for the accounts of others, and the filing of this Schedule 13D by, or
the naming of such persons, shall not be construed as an admission that any
such person or entity is, for the purposes of Sections 13 or 16 of the
Securities Exchange Act of 1934, the beneficial owner of any such
securities of the Issuer.
(c) A schedule of each transaction in the Common Stock by the
persons described above since April 9, 1996 is attached as Exhibit A.
(d) Associates, Investors and Management are investment advisers
registered under Section 203 of the Investment Advisers Act of 1940 which
advise or act as general partners to private investment companies and
advise employee benefit plans. With respect to Common Stock held by those
investment companies, numerous persons have the right to receive, or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, such shares. No such person is known to have an interest that relates to
more than 5% of the Common Stock.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except as described in the reporting persons' Amendment No. 3 to
Schedule 13D with respect to transactions on or before April 9, 1996, which is
amended hereby, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and any
other person with respect to the Common Stock or other securities of the
Issuer.
Item 7 Material to Be Filed as Exhibits
(A) Schedule of Transactions in Common Stock
<PAGE>
Signatures
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.
Date: August 12, 1996 /s/ Martin D. Sass
_________________________
Martin D. Sass
/s/ James B. Rubin
__________________________
James B. Rubin
M.D. Sass Associates, Inc.
By: /s/ Martin E. Winter
___________________________
Martin E. Winter
Senior Vice President
M.D. Sass Investors Services, Inc.
By: /s/ Martin E. Winter
____________________________
Martin E. Winter
Senior Vice President
M.D. Sass Re/Enterprise Partners, L.P.
By: M.D. Sass Associates, Inc.
General Partner
By: /s/ Martin E. Winter
____________________________
Martin E. Winter
Senior Vice President
M.D. Sass Associates, Inc. Employee
Profit Sharing Plan
By: /s/ Martin E. Winter
____________________________
Martin E. Winter
Trustee
PERIOD: 4/09/96 - 07/31/96
COMPUTERVISION EXHIBIT "A"
- SCHEDULE OF PURCHASES AND SALES -
RE/ENTERPRISE PARTNERS, L.P.
BALANCE AS OF APRIL 09, 1996 2,744,935
ENDING BALANCE AS OF JULY 31, 1996 2,744,935
PROFIT SHARING PLAN
BALANCE AS OF APRIL 09, 1996 89,884
ENDING BALANCE AS OF JULY 31, 1996 89,884
PARALLAX
BALANCE AS OF APRIL 09, 1996 939,448*
ENDING BALANCE AS OF JULY 31, 1996 939,448*
* INCLUDES 252,500 SHARES ISSUABLE UPON THE EXERCISE OF 2,525 OPTIONS HELD
BY THE REPORTING PERSON
INTERNATIONAL
BALANCE AS OF APRIL 09, 1996 1,730,224
05/17/96 BUY 25,000 (307,342) SMITH BARNEY NYSE
05/28/96 BUY 3,630 (40,148) SMITH BARNEY NYSE
05/29/96 BUY 15,868 (175,500) JOSEPHTHAL NYSE
05/30/96 BUY 23,878 (264,090) SMITH BARNEY NYSE
06/12/96 BUY 25,000 (270,250) SMITH BARNEY NYSE
06/19/96 BUY 18,600 (194,091) SMITH BARNEY NYSE
06/27/96 Transfer In 510,299 (5,166,777) TFER FROM UNIVERSE
ENDING BALANCE AS OF JULY 31, 1996 2,352,499
THE ERISA PLAN
BALANCE AS OF APRIL 09, 1996 1,737,953
05/08/96 BUY 48,800 (600,552) SMITH BARNEY NYSE
05/09/96 BUY 2,315 (29,076) SMITH BARNEY NYSE
05/10/96 BUY 36,930 (463,841) JOSEPHTHAL NYSE
05/13/96 BUY 26,392 (328,184) SMITH BARNEY NYSE
05/14/96 BUY 74,900 (936,736) SMITH BARNEY NYSE
05/15/96 BUY 72,800 (904,460) SMITH BARNEY NYSE
05/16/96 BUY 9,400 (115,714) SMITH BARNEY NYSE
05/17/96 BUY 85,400 (1,049,882) SMITH BARNEY NYSE
05/29/96 BUY 15,304 (169,262) SMITH BARNEY NYSE
05/30/96 BUY 28,385 (313,938) SMITH BARNEY NYSE
7/1//96 BUY 100,000 (689,710) H & Q NYSE
7/18/96 BUY 204,280 (1,552,528) H & Q NYSE
7/23/96 BUY 50,000 (361,875) H & Q NYSE
ENDING BALANCE AS OF JULY 31, 1996 2,492,859
J.B RUBIN TRUST & FAMILY MEMBER
BALANCE AS OF APRIL 09, 1996 627,897*
ENDING BALANCE AS OF JULY 31, 1996 627,897*
* INCLUDES 252,500 SHARES ISSUABLE UPON THE EXERCISE OF 2,525 OPTIONS HELD
BY THE REPORTING PERSON
UNIVERSE PARTNERS
BALANCE AS OF APRIL 09, 1996 533,600
6/27/96 Transfer Out (510,299) (5,166,777) TFER TO INT'L
6/27/96 Transfer Out (23,301) 235,922 TFER TO RE/ENT II
ENDING BALANCE AS OF JULY 31, 1996 0
CORPORATE RENAISSANCE GROUP
BALANCE AS OF APRIL 09, 1996 607,400
ENDING BALANCE AS OF JULY 31, 1996 607,400
RE/ENTERPRISE- II, L.P.
BALANCE AS OF APRIL 09, 1996 30,000
05/08/96 BUY 54,200 (667,007) SMITH BARNEY NYSE
05/09/96 BUY 185 (2,324) SMITH BARNEY NYSE
05/10/96 BUY 13,070 (164,159) JOSEPHTHAL NYSE
05/13/96 BUY 1,408 (17,508) SMITH BARNEY NYSE
05/14/96 BUY 4,000 (50,026) SMITH BARNEY NYSE
05/15/96 BUY 4,000 (49,696) SMITH BARNEY NYSE
05/16/96 BUY 600 (7,386) SMITH BARNEY NYSE
05/17/96 BUY 4,600 (56,551) SMITH BARNEY NYSE
05/28/96 BUY 1,370 (15,152) SMITH BARNEY NYSE
05/29/96 BUY 828 (9,158) SMITH BARNEY NYSE
05/30/96 BUY 1,537 (16,999) SMITH BARNEY NYSE
06/27/96 Transfer In 23,301 (235,922) TFER FROM UNIVERSE
07/11/96 BUY 75,000 (517,282) H & Q NYSE
07/18/96 BUY 45,720 (347,472) H & Q NYSE
ENDING BALANCE AS OF JULY 31, 1996 259,819
MANAGED ACCOUNTS
BALANCE AS OF APRIL 09, 1996 330,300
VARIOUS SELL (1,900) VARIOUS
ENDING BALANCE AS OF JULY 31, 1996 328,400
TOTAL SHARES HELD 10,443,141
