UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
AMERICREDIT CORP.
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(Name of Issuer)
$0.01 par value
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(Title or Class of Securities)
03060R101
(CUSIP Number)
Sierchio & Albert, P.C., 41 East 57th Street, Penthouse A, New York, New York
10022, Tel. (212) 446-9500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 14, 1997
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(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 title
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
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
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CUSIP No. 03060R101 Page 2 of 15 Pages
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1. NAME OF REPORTING PERSON
REGAN PARTNERS, L.P.
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2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 29(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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7. SOLE VOTING POWER
Number of
Shares 1,454,400 Shares of Common Stock
Beneficially
Owned by --------------------------------------------------------------
Each 8. SHARED VOTING POWER
Reporting None
Person
With --------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
1,454,400 Shares of Common Stock
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,454,400 Shares of Common Stock individually
2,248,200 Shares of Common Stock as a group
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.1% individually, 7.9% as a Group
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14. TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 03060R101 Page 3 of 15 Pages
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1. NAME OF REPORTING PERSON
REGAN INTERNATIONAL FUND LIMITED
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2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 29(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
The British Virgin Islands
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7. SOLE VOTING POWER
Number of
Shares 172,900 Shares of Common Stock
Beneficially
Owned by --------------------------------------------------------------
Each 8. SHARED VOTING POWER
Reporting None
Person
With --------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
172,900 Shares of Common Stock
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,900 Shares of Common Stock individually
2,248,200 Shares of Common Stock as a group
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.6% individually, 7.9% as a Group
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
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CUSIP No. 03060R101 Page 4 of 15 Pages
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1. NAME OF REPORTING PERSON
BASIL P. REGAN
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2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 29(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
Number of
Shares 1,835,300 Shares of Common Stock
Beneficially
Owned by --------------------------------------------------------------
Each 8. SHARED VOTING POWER
Reporting
Person 267,700 Shares of Common Stock
With
--------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
1,835,300 Shares of Common Stock
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
267,700 Shares of Common Stock
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,103,000 Shares of Common Stock individually
2,248,200 Shares of Common Stock as a group
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.4% individually, 7.9% as a Group
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14. TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 03060R101 Page 5 of 15 Pages
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1. NAME OF REPORTING PERSON
ATHENA PARTNERS, L.P.
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2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 29(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
Number of
Shares 267,700 Shares of Common Stock
Beneficially
Owned by --------------------------------------------------------------
Each 8. SHARED VOTING POWER
Reporting None
Person
With --------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
267,700 Shares of Common Stock
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,700 Shares of Common Stock individually
2,248,200 Shares of Common Stock as a group
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.9% individually, 7.9% as a Group
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14. TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 03060R101 Page 6 of 15 Pages
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1. NAME OF REPORTING PERSON
LENORE ROBINS
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2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 29(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
Number of
Shares 3,200
Beneficially
Owned by --------------------------------------------------------------
Each 8. SHARED VOTING POWER
Reporting 234,700 Shares of Common Stock
Person
With --------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
3,200
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
234,700 Shares of Common Stock
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
237,900 Shares of Common Stock individually
2,248,200 Shares of Common Stock as a group
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.8% individually, 7.9% as a Group
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14. TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 03060R101 Page 7 of 15 Pages
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1. NAME OF REPORTING PERSON
LEE ROBINS
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2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 29(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
Number of
Shares 142,000
Beneficially
Owned by --------------------------------------------------------------
Each 8. SHARED VOTING POWER
Reporting NONE
Person
With --------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
142,000
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
NONE
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,000 Shares of Common Stock individually
2,248,200 Shares of Common Stock as a group
- --------------------------------------------------------------------------------
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% individually, 7.9% as a Group
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14. TYPE OF REPORTING PERSON
IN
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<PAGE>
Item 1. Security and Issuer
This Statement relates to the common stock, par value $.01 (the
"Common Stock") of AmeriCredit Corp. ("ACF"), a Texas corporation. The principal
executive offices of ACF are located at 200 Bailey Avenue, Forth Worth, Texas
76107-1220.
Item 2. Identity and Background
This Amendment No. 2 to the Schedule 13-D dated February 14, 1996
(the "Initial Schedule 13D") is filed by Regan Partners, L.P., a New Jersey
limited partnership ("Regan Partners"), Basil P. Regan, an individual, Regan
International Fund Limited, a corporation organized under the laws of The
British Virgin Islands ("RIF"), Athena Partners, L.P., a Delaware limited
partnership ("Athena"), Lenore Robins, an individual and Lee R. Robins, an
individual; the foregoing persons are hereinafter sometimes collectively
referred to as the "Group". The purpose of this filing is to reflect the
acquisition by the Group of an additional 617,490 shares (approximately 2.2%) of
the issued and outstanding shares of Common Stock of ACF.
Regan Partners is a limited partnership organized under the laws of
the State of New Jersey. The principal business of Regan Partners is the
purchase, sale, investment, trading and reinvestment in securities; its
principal office is located at 6 East 43rd Street, New York, New York 10017.
Regan Partners has not 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 and as a result was or is subject to a judgment,
decree, or final order enjoining violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
The general partner of Regan Partners is Basil P. Regan. The
information to be provided for Mr. Regan is set forth below.
Mr. Regan's business address is 6 East 43rd Street, New York, New
York 10017. His present principal occupations are acting as one of the general
partners of Athena and as the sole general partner of Regan Partners.
Mr. Regan has not 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 and as a result was or is subject to a judgment, decree
or final order enjoining violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws. Mr. Regan is a citizen of the United States.
RIF is a corporation organized under the laws of The British Virgin
Islands. Its principal offices are located at, c/o Hemisphere Management
Limited, Hemisphere House, 9 Church Street, P.O. Box HM 951, Hamilton, Bermuda.
Mr. Regan is the Investment Manager for RIF.
RIF has not during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been party to a civil proceeding of a judicial
8
<PAGE>
or administrative body of competent jurisdiction and as a result was or is
subject to a judgment, decree, or final order enjoining violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Athena is a limited partnership organized under the laws of the
State of Delaware. The principal business of Athena is the purchase, sale,
investment, trading and reinvestment in securities; its principal offices are
located at 32 East 57th Street, New York, New York and at 6 East 43rd Street,
New York, New York.
Athena has not 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 and as a result was or is subject to a judgment, decree,
or final order enjoining violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
The general partners of Athena are Basil P. Regan and Lenore Robins.
The information to be provided as to Mr. Regan is already set forth above. The
information to be provided as to Mrs. Robins is set forth below.
Lenore Robins' business address is 32 East 57th Street, 14th Floor,
New York, New York 10022. Her present principal occupation is acting as one of
the general partners of Athena.
Lenore Robins has not 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 and as a result was or is subject to a judgment,
decree, or final order enjoining violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. Mrs. Robins is a citizen of the United States.
Lee R. Robins' business address is 32 East 57th Street, 14th Floor,
New York, New York 10022. His present principal occupation is acting as
President of CPI Associates, Inc., a financial planning consultant with offices
at 32 East 57th Street, New York, New York 10022.
Mr. Robins has not 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 and as a result was or is subject to a judgment, decree
or final order enjoining violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. Mr. Robins is a citizen of the United States.
Item 3. Source and Amount of Funds or other Consideration
The source and the amount of funds used by Regan Partners to make
the purchases of an additional 117,300 shares of Common Stock of ACF owned by it
were working capital of approximately $2,214,747.
The source and the amount of funds used by RIF to make the purchases
of an additional 58,400 shares of Common Stock of ACF owned by it were working
capital of approximately $2,637,578.
9
<PAGE>
The source and the amount of funds used by Basil P. Regan to
purchase the additional 551,290 shares of Common Stock of ACF beneficially owned
by him were affiliate funds (working capital of Athena, RIF, Regan Partners, and
The Wellcome Trust) of approximately $7,055,686. The source and amount of funds
used by Basil Regan to purchase the additional 36,000 shares of Common Stock of
ACF owned directly by him were personal funds of approximately $557,638.
The source and the amount of funds used by Athena to make the
purchases of an additional 33,000 shares of Common Stock of ACF owned by it were
working capital of approximately $660,565.
The source and the amount of funds used by Lenore Robins to purchase
the additional 1,000 shares of Common Stock of ACF owned directly by her were
personal funds of approximately $18,737.17.
The source and the amount of funds used by Lee Robins to purchase
the additional 27,200 shares of Common Stock of ACF owned beneficially by him
were affiliate funds of approximately $169,456. The source and amount of funds
used by Lee Robins to purchase the additional 2,000 shares of Common Stock of
ACF owned directly by him were personal funds of approximately $37,881.
Except for approximately 10% of the shares purchased, no part of the
purchase price paid for the 617,490 additional shares of Common Stock of ACF
beneficially owned by the Group was represented by borrowed funds.
Item 4. Purpose of Transaction
The purpose of the acquisition of the additional 617,490 shares of
Common Stock of ACF was for investment purposes. The Group and each of Regan
Partners, RIF, Basil P. Regan, Athena, Lenore Robins or Lee R. Robins may
continue to acquire additional shares of Common Stock of ACF or dispose of
shares of Common Stock of ACF for, respectively, investment purposes and to
realize capital gains or reduce capital losses as a result of the purchase of
shares of Common Stock of ACF. However, none of Regan Partners, RIF, Basil P.
Regan, Athena, Lenore Robins or Lee R. Robins, except to the extent permissible
to and allowable to any other shareholder, have any present intent to:
(a) cause or become involved in any extraordinary corporate
transactions;
(b) cause a sale or transfer of a material amount of the assets of the
issuer or any of its subsidiaries;
(c) develop any plans or proposals to change the board of directors or
management of the issuer or to propose a change in the number or
terms of directors or to fill any vacancies on the board;
(d) cause any material change in the present capitalization or dividend
policy of the issuer;
(e) effect any other material change in the issuer's business or
corporate structure;
(f) effect any change in the issuer's charter or by-laws or instruments
corresponding thereto or any other actions which may impede the
acquisition of control of the issuer by any person;
10
<PAGE>
(g) cause a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(h) cause a class of equity securities of the issuer to become eligible
for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(i) cause any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The number of shares of Common Stock of ACF beneficially owned
by Regan Partners is 1,454,400 shares. On information and belief, this figure
represents approximately 5.1% of the issued and outstanding shares of Common
Stock of ACF based upon 28,454,907 shares issued as at November 1, 1996.
The number of shares of Common Stock of ACF beneficially owned by
RIF is 172,900 shares. On information and belief this figure represents
approximately 0.6% of the issued and outstanding shares of Common Stock of ACF
based upon 28,454,907 shares issued and outstanding as at November 1, 1996.
The number of shares of Common Stock of ACF beneficially owned by
Basil P. Regan is 2,103,000. On information and belief, this figure represents
approximately 7.4% of the issued and outstanding shares of Common Stock of ACF
based upon 28,454,907 shares issued and outstanding as at November 1, 1996.
The number of shares of Common Stock of ACF beneficially owned by
Athena is 267,700. On information and belief, this figure represents
approximately 0.9% of the issued and outstanding shares of Common Stock of ACF
based upon 28,454,907 shares issued and outstanding as at November 1, 1996.
The number of shares of Common Stock of ACF beneficially owned by
Lenore Robins is 237,900. On information and belief, this represents
approximately 0.8% of the issued and outstanding shares of Common Stock of ACF
based upon 28,454,907 shares issued and outstanding as at November 1, 1996.
The number of shares of Common Stock of ACF beneficially owned by
Lee R. Robins is 142,000. On information and belief, this figure represents
approximately 0.5% of the issued and outstanding shares of Common Stock of ACF
based upon 28,454,907 shares issued and outstanding as at November 1, 1996.
The number of shares of Common Stock of ACF beneficially owned by
the Group is 2,238,200. On information and belief, this represents approximately
7.9% of the issued and outstanding shares of Common Stock of ACF based upon
28,454,907 shares issued and outstanding as reported at November 1, 1996.
(b) Regan Partners has the sole power to vote or to direct the vote
and the sole power to dispose or to direct the disposition of the 1,454,400
shares of Common Stock of ACF owned by it.
11
<PAGE>
RIF has the sole power to both direct the vote and the sole power to dispose or
to direct the disposition of 172,900 shares of Common Stock of ACF owned by it.
Basil P. Regan directly owns 64,110 shares of Common Stock of ACF. Accordingly,
he has the sole power to vote or direct the vote and the sole power to dispose
or direct the disposition of these shares. However, Mr. Regan is also attributed
the beneficial ownership of an additional 1,757,300 shares of Common Stock of
ACF. He is attributed the beneficial ownership of such shares because, as the
sole general partner of Regan Partners and as the Investment Manager of RIF and
a portion of The Wellcome Trust, he has the sole power to vote or direct the
vote and the sole power to dispose or direct the disposition of, respectively,
1,454,400, 172,900, and 130,000 shares of Common Stock of ACF. Additionally, Mr.
Regan, as one of the general partners of Athena, shares power (with Lenore
Robins, the other general partner of Athena) to vote or direct the vote and
dispose or direct the disposition of the 267,700 shares of Common Stock of ACF.
In sum, Mr. Regan, directly and indirectly, beneficially owns and has the power
to vote or direct the vote and dispose or direct the disposition of an aggregate
of 2,103,000 shares of Common Stock of ACF.
Athena has the sole power to vote or to direct the vote and the sole
power to dispose or direct the disposition of the 267,700 shares of Common Stock
of ACF directly owned by it.
Lenore Robins directly owns 3,200 shares of Common Stock of ACF as
to which she has the sole power to vote or direct the vote and dispose or direct
the disposition of said shares; however, Lenore Robins, in her capacity as one
of the general partners of Athena, shares power (with Basil P. Regan, the other
general partner of Athena) to vote or direct the vote and dispose or direct the
disposition of the 267,700 shares of Common Stock of ACF owned by Athena.
Lee R. Robins directly owns 114,800 shares of Common Stock of ACF.
Accordingly, he has the sole power to vote or direct the vote and the sole power
to dispose or direct the disposition of these shares. However, Mr. Robins is
also attributed the beneficial ownership of an additional 27,200 shares of
Common Stock of ACF. He is attributed the beneficial ownership of such shares
because, as the trustee for various trusts, he has the sole power to vote or
direct the vote and the sole power to dispose or direct the disposition of these
shares of Common Stock of ACF. In sum, Mr. Robins, directly and indirectly,
beneficially owns and has the power to vote or direct the vote and dispose or
direct the disposition of an aggregate of 142,000 shares of Common Stock of ACF.
The Group has the shared power to vote and direct the vote and the
shared power to dispose or direct the disposition of an aggregate of 2,248,200
shares of Common Stock of ACF.
(c) The following are transactions effected by the persons listed in
paragraph (a) above since December 20, 1996. Each transaction was effected in an
ordinary brokerage transaction through the facilities of the New York Stock
Exchange.
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<PAGE>
Regan Partners, L.P.:
Date of No. of Shares Cost
Transaction Bought Per Share
----------- ------------- ---------
12/20/96 10,000 $ 19.545
12/30/96 5,000 20.0374
12/31/96 25,000 20.55
12/31/96 10,000 20.3188
1/30/97 10,000 19.56
1/31/97 25,000 19.925
2/04/97 5,000 20.32
2/06/97 10,000 18.33
2/07/97 10,000 18.06
2/10/97 5,000 16.185
2/14/97 10,000 17.10
2/14/97 10,000 17.35
2/18/97 5,000 18.08
2/18/97 3,700 18.08
2/18/97 1,300 18.83
2/19/97 5,000 19.1875
Regan International Fund Limited:
Date of No. of Shares Cost
Transaction Bought Per Share
----------- ------------- ---------
12/31/96 20,000 $ 20.56
1/31/97 10,000 19.56
1/31/97 10,000 19.6538
2/05/97 5,000 18.445
2/07/97 5,000 18.35
2/07/97 5,000 17.28
2/12/97 5,000 17.32
2/12/97 5,000 17.06
2/18/97 5,000 17.85
2/19/97 5,000 19.1875
2/20/97 5,000 18.62
Basil P. Regan:
Date of No. of Shares Cost
Transaction Bought Per Share
----------- ------------- ---------
2/05/97 5,000 18.50
2/05/97 5,000 18.50
2/06/97 5,000 18.75
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<PAGE>
Lenore Robins:
Date of No. of Shares Cost
Transaction Bought Per Share
----------- ------------- ---------
1/31/97 1,000 $ 18.50
Lee Robins:
Date of No. of Shares Cost
Transaction Bought Per Share
----------- ------------- ---------
1/31/97 2,000 $ 18.75
2/05/97 5,000 18.50
2/05/97 5,000 18.50
2/06/97 5,000 18.75
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from or the proceeds from the sale of such securities.
Item 6. Contracts, Underwritings or Relationships with Respect to Securities of
the Issuer
Other than the contract filed as Exhibit A to the Initial Schedule
13D hereto no person listed in Item 2 hereof is a party to any other contracts,
arrangements, understandings or relationships with any person with respect to
any securities of the issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
None
14
<PAGE>
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THE STATEMENT IS TRUE, COMPLETE AND
CORRECT.
Regan Partners, L.P.
Dated: February 24, 1997 By: /s/ Basil P. Regan
--------------------------------
Basil P. Regan, General Partner
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THE STATEMENT IS TRUE, COMPLETE AND
CORRECT.
Regan International Fund Limited
Dated: February 24, 1997 By: /s/ Basil P. Regan
--------------------------------
Basil P. Regan, Investment Manager
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THE STATEMENT IS TRUE, COMPLETE AND
CORRECT.
Dated: February 24, 1997 /s/ Basil P. Regan
--------------------------------
Basil P. Regan
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THE STATEMENT IS TRUE, COMPLETE AND
CORRECT.
Athena Partners, L.P.
Dated: February 24, 1997 By: /s/ Lenore Robins
--------------------------------
Lenore Robins, General Partner
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THE STATEMENT IS TRUE, COMPLETE AND
CORRECT.
Dated: February 24, 1997 /s/ Lenore Robins
--------------------------------
Lenore Robins
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THE STATEMENT IS TRUE, COMPLETE AND
CORRECT.
Dated: February 24, 1997 /s/ Lee R. Robins
--------------------------------
Lee R. Robins
15
