UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
National Picture and Frame Company
(Name of Issuer)
Common Stock $0.01 Par Value
(Title of Class of Securities)
637152109
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X]. (A
fee is not required only if the filing 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).
*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 in 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 1 of 8 pages<PAGE>
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CUSIP No. 637152109 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates L.P. 36-3484078
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
______________
|
NUMBER OF | 5. SOLE VOTING POWER
|
SHARES | None
|
BENEFICIALLY | 6. SHARED VOTING POWER
|
OWNED BY | None
|
EACH | 7. SOLE DISPOSITIVE POWER
|
REPORTING | None
|
PERSON | 8. SHARED DISPOSITIVE POWER
|
WITH | 298,800
_______________|
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.98%
12. TYPE OF REPORTING PERSON*
IA
Page 2 of 8 pages<PAGE>
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CUSIP No. 637152109 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates Inc. 36-2951006
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
______________
|
NUMBER OF | 5. SOLE VOTING POWER
|
SHARES | None
|
BENEFICIALLY | 6. SHARED VOTING POWER
|
OWNED BY | None
|
EACH | 7. SOLE DISPOSITIVE POWER
|
REPORTING | None
|
PERSON | 8. SHARED DISPOSITIVE POWER
|
WITH | 298,800
______________|
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.98%
12. TYPE OF REPORTING PERSON*
CO
Page 3 of 8 pages<PAGE>
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CUSIP No. 637152109 13G Page 4 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hesperus Partners, Ltd. 36-2951006
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
______________
|
NUMBER OF | 5. SOLE VOTING POWER
|
SHARES | 298,800
|
BENEFICIALLY | 6. SHARED VOTING POWER
|
OWNED BY | None
|
EACH | 7. SOLE DISPOSITIVE POWER
|
REPORTING | None
|
PERSON | 8. SHARED DISPOSITIVE POWER
|
WITH | 298,800
______________|
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.98%
12. TYPE OF REPORTING PERSON*
CO
Page 4 of 8 pages<PAGE>
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Item 1(a) Name of Issuer:
National Picture and Frame Company
Item 1(b) Address of Issuer's Principal Executive Offices:
1500 Commerce Street
Greenwood, Michigan 38980
Item 2(a) Name of Person Filing:
Harris Associates L.P. ("Harris")
Harris Associates, Inc.
(the "General Partner")
Item 2(b) Address of Principal Business Office:
Both Harris and the General Partner maintain
their principal offices at:
2 North LaSalle Street, Suite 500
Chicago, Illinois 60602
Item 2(c) Citizenship:
Harris is a Delaware limited partnership.
The General Partner is a Delaware corporation.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 Par Value
(the "Shares")
Item 2(e) CUSIP Number:
637152109
Item 3 Type of Person:
(e) Harris is an Investment Adviser registered under
Section 203 of the Investment Advisers Act of
1940.
The General Partner is the sole general
partner of Harris.
Item 4 Ownership (at December 31, 1993):
(a) By reason of advisory and other relationships with
the persons who own the Shares, Harris may be
deemed to be the beneficial owner of the following
Shares:
298,800 shares
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(b) Percent of class:
(based on 5,000,000 shares outstanding)
5.98%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
none
(ii) shared power to vote or to direct the
vote: none
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 298,800
Hesperus is the beneficial owner of 298,800 Shares, which
is 5.98% of the 5,000,000 outstanding Shares of the
Company as of December 31, 1993. By reason of advisory
and other relationships with Hesperus, Harris may also be
deemed to be the indirect beneficial owner of 298,800
Shares.
Hesperus, by virtue of its beneficial ownership of the
Shares, and Harris by virtue of its advisory relationship
with Hesperus, share the power to dispose of 298,800
Shares. Hesperus has the power to vote the foregoing
Shares. Harris generally does not have the power to vote
any of the foregoing Shares, except in its capacity as
general partner of Hesperus. Harris may, however, assist
Hesperus in the ordinary course of Harris' business, by
providing information or advice to Hesperus in connection
with matters which are submitted to Shareholders for a
vote or voting on such matters if requested to do so by
Hesperus. Harris may also act in its capacity as general
partner of Hesperus in connection with voting the Shares.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
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Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
The Common Stock reported herein has been acquired on behalf
of discretionary and other advisory clients of Harris. The
298,800 Shares of Common Stock indicated as "shared power to
dispose or to direct the disposition of:" are owned by
Hesperus. Harris serves as investment adviser to Hesperus and
Hesperus, as described in Item 4, is presently the only party
which has an Interest relating to more than five percent (5%)
of the Class of such securities.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
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Signature
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: February 14, 1994
Harris Associates, Inc., for itself
and, as general partner for
Harris Associates L.P.
By: Joseph E. Braucher
Joseph E. Braucher
Secretary, Treasurer
and Director
Hesperus Partners, Ltd.
By: Harris Associates L.P.,
its general partner as of 12/31/93
By: Harris Associates, Inc.,
its general partner as of 12/31/93
By: Joseph E. Braucher
Joseph E. Braucher
Secretary, Treasurer
and Director
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