SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Sotheby's Holdings, Inc.
(Name of Issuer)
Class A Limited Voting Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
835898107
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 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 [ ].
*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).
**The total number of shares reported herein is 3,936,100 shares, which
constitutes approximately 10.3% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 38,158,364
shares outstanding.
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<PAGE>
1. Name of Reporting Person:
Trinity I Fund, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,618,900 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,618,900 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,618,900 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.9%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, TF Investors, L.P.
(2) Solely in its capacity as the sole stockholder of Portfolio Associates,
Inc., which is the sole general partner of Portfolio D Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
TF Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,618,900 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,618,900 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,618,900 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.9%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
(2) Solely in its capacity as the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio D Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Trinity Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,618,900 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,618,900 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,618,900 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.9%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as the sole general partner of TF Investors,
L.P., which is the sole general partner of Trinity I Fund, L.P., which is
the sole stockholder of Portfolio Associates, Inc., which is the sole
general partner of Portfolio D Investors, L.P.
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<PAGE>
1. Name of Reporting Person:
Thomas M. Taylor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 2,618,900 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,618,900 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,618,900 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.9%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President and sole stockholder of Trinity
Capital Management, Inc., which is the sole general partner of TF
Investors, L.P., which is the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio D Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio D Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO-Partnership Contributions
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: 2,618,900 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,618,900 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,618,900
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.9%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio
Associates, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio Associates, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,618,900 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,618,900 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,618,900 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.9%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio D
Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 330,790 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 330,790 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
330,790
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass
<PAGE>
<PAGE>
1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 330,790 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 330,790 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
330,790 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacities as sole trustee and as one of two trustors of
The Bass Management Trust.
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<PAGE>
1. Name of Reporting Person:
Nancy L. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
330,790 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: IN
- ----------
(1) Solely in her capacity as one of two trustors of The Bass Management
Trust and by virtue of her power to revoke same.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 330,900 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 330,900 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
330,900
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through one of its trustees, Sid R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 330,900 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 330,900 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
330,900 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass
Management Trust and by virtue of his power to revoke same.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 330,795
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 330,795
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
330,795
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
E. P. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 324,715
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 324,715
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
324,715
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated January 26,
1996, as amended by Amendment No. 1 dated June 17, 1996 (the "Schedule 13D"),
relating to the Class A Limited Voting Common Stock, par value $.10 per share
(the "Stock"), of Sotheby's Holdings, Inc. Unless otherwise indicated, all
defined terms used herein shall have the same meanings respectively ascribed
to them in the Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
TIF Not Applicable Not Applicable
TFI Not Applicable Not Applicable
TCM Not Applicable Not Applicable
TMT Not Applicable Not Applicable
PDI Other (1) $36,177,100.47
PA Not Applicable Not Applicable
BMT Trust Funds (2) $ 8,643,440.51
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
SRBMT Trust Funds (2) $ 8,647,711.43
SRB Not Applicable Not Applicable
LMB Personal Funds (3) $ 8,643,440.51
EPB Personal Funds (3) $ 6,198,031.49
(1) Contributions from partners.
(2) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(3) As used herein, the term "Personal Funds" may include sums
borrowed from banks and brokerage firm margin accounts, none of which were
borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Persons acquired and continue to hold the shares of the
Stock reported herein for investment purposes. Consistent with such purposes,
the Reporting Persons have had, and expect to continue to have, discussions
with management and other shareholders of the Issuer concerning various
operational and financial aspects of the Issuer's business. The Reporting
Persons also have had, and expect to continue to have, discussions with
management, directors and other shareholders of the Issuer concerning various
ways of maximizing long-term shareholder value.
The applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, expired on October 12, 1996, with
respect to PDI's purchase of up to 15% of the common stock of the Issuer and,
depending on market conditions and other factors that PDI and each of the
other Reporting Persons may deem material to its investment decision, such
Reporting Person may purchase additional shares of the Stock in the open
market or in private transactions. Depending on these same factors, such
Reporting Person may sell all or a portion of the shares of the Stock that it
now owns or hereafter may acquire on the open market or in private
transactions.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(c) of Item 5 are hereby amended in their entireties as
follows:
(a)
TIF
Because of its position as the sole stockholder of PA, which is the
sole general partner of PDI, TIF may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 2,618,900 shares of the Stock, which
constitutes approximately 6.9% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is
the sole stockholder of PA, which is the sole general partner of PDI, TFI may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,618,900 shares of the Stock, which constitutes approximately 6.9% of the
outstanding shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is
the sole general partner of TIF, which is the sole stockholder of PA, which is
the sole general partner of PDI, TCM may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 2,618,900 shares of the Stock, which
constitutes approximately 6.9% of the outstanding shares of the Stock.
TMT
Because of his position as the President and sole stockholder of TCM,
which is the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole stockholder of PA, which is the sole general partner of
PDI, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 2,618,900 shares of the Stock, which constitutes
approximately 6.9% of the outstanding shares of the Stock.
PDI
The aggregate number of shares of the Stock that PDI owns
beneficially, pursuant to Rule 13d-3 of the Act, is 2,618,900, which
constitutes approximately 6.9% of the outstanding shares of the Stock.
PA
Because of its position as the sole general partner of PDI, PA may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,618,900 shares of the Stock, which constitutes approximately 6.9% of the
outstanding shares of the Stock.
BMT
The aggregate number of shares of the Stock that BMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 330,790, which constitutes
approximately 0.9% of the outstanding shares of the Stock.
PRB
Because of his positions as sole trustee and as a trustor of BMT, PRB
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 330,790 shares of the Stock, which constitutes approximately 0.9% of the
outstanding shares of the Stock.
NLB
Because of her position as a trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 330,790 shares of
the Stock, which constitutes approximately 0.9% of the outstanding shares of
the Stock.
SRBMT
The aggregate number of shares of the Stock that SRBMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 330,900, which constitutes
approximately 0.9% of the outstanding shares of the Stock.
SRB
Because of his positions as a trustee and the sole trustor of SRBMT
and by virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 330,900 shares of the Stock,
which constitutes approximately 0.9% of the outstanding shares of the Stock.
LMB
The aggregate number of shares of the Stock that LMB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 330,795, which constitutes
approximately 0.9% of the outstanding shares of the Stock.
EPB
The aggregate number of shares of the Stock that EPB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 324,715, which constitutes
approximately 0.9% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
TIF
As the sole stockholder of PA, which is the sole general partner of
PDI, TIF has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 2,618,900 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole stockholder of
PA, which is the sole general partner of PDI, TFI has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,618,900
shares of the Stock.
TCM
As the sole general partner of TFI, which is the sole general partner
of TIF, which is the sole stockholder of PA, which is the sole general partner
of PDI, TCM has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 2,618,900 shares of the Stock.
TMT
As the President and sole stockholder of TCM, which is the sole
general partner of TFI, which is the sole general partner of TIF, which is the
sole stockholder of PA, which is the sole general partner of PDI, TMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 2,618,900 shares of the Stock.
PDI
Acting through its sole general partner, PDI has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
2,618,900 shares of the Stock.
PA
As the sole general partner of PDI, PA has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 2,618,900
shares of the Stock.
BMT
Acting through its Trustee, BMT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 330,790 shares
of the Stock.
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 330,790
shares of the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
SRBMT
Acting through one of its Trustees and its sole Trustor, SRBMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 330,900 shares of the Stock.
SRB
Because of his position as a Trustee and the sole Trustor of SRBMT and
by virtue of his power to revoke same, SRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 330,900 shares
of the Stock.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 330,795 shares of the Stock.
EPB
EPB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 324,715 shares of the Stock.
(c) During the past 60 days, PDI has purchased shares of the Stock in
transactions on the New York Stock Exchange, as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED SHARE
10-18-96 5,000 $16.47
10-21-96 5,000 16.53
10-22-96 5,000 16.53
10-24-96 186,100 16.03
10-24-96 1,000 16.15
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock during the
past 60 days.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii), previously filed with the Commission.
<PAGE>
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
DATED: October 25, 1996
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO D INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THOMAS M. TAYLOR (1)
THE BASS MANAGEMENT TRUST (2)
PERRY R. BASS (3)
NANCY LEE BASS (4)
SID R. BASS MANAGEMENT TRUST (5)
SID R. BASS (6)
LEE M. BASS (7)
E. P. BASS (8)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of E. P. Bass previously has been filed with the Securities and
Exchange Commission.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii), previously filed with the Commission
