SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Brookstone, Inc.
(Name of Issuer)
Common Stock, Par Value $.001
(Title of Class of Securities)
114537103
(CUSIP Number)
Arthur Goetchius
300 Park Avenue, 21st Fl., New York, NY 10022 (212) 755-9000
(Name, address and telephone number of person
authorized to receive notices and communications)
November 19, 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 in the remainder of this cover page shall
not
be deemed to be "filed" for purposes 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 19 Pages
<PAGE>
13D
CUSIP No. 114537103
________________________________________________________________________
____
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EGS Associates, 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
________________________________________________________________________
_____
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
87,500
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
87,500
________________________________________________________________________
_____
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
87,500
________________________________________________________________________
_____
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
________________________________________________________________________
_____
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.13%
________________________________________________________________________
_____
(14) TYPE OF REPORTING PERSON **
PN
________________________________________________________________________
_____
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 19 Pages
<PAGE>
13D
CUSIP No. 114537103
________________________________________________________________________
_____
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EGS Partners, L.L.C.
________________________________________________________________________
_____
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a)
[ ]
(b)
[X]
________________________________________________________________________
_____
(3) SEC USE ONLY
________________________________________________________________________
_____
(4) SOURCE OF FUNDS **
OO
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
________________________________________________________________________
_____
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________
_____
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
215,737
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
216,037
________________________________________________________________________
_____
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
216,037
________________________________________________________________________
_____
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
________________________________________________________________________
_____
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.78%
________________________________________________________________________
_____
(14) TYPE OF REPORTING PERSON **
IA
________________________________________________________________________
_____
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 19 Pages
<PAGE>
13D
CUSIP No. 114537103
________________________________________________________________________
_____
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Bev 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
________________________________________________________________________
_____
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
45,950
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
45,950
________________________________________________________________________
_____
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
45,950
________________________________________________________________________
_____
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
________________________________________________________________________
_____
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.59%
________________________________________________________________________
_____
(14) TYPE OF REPORTING PERSON **
PN
________________________________________________________________________
_____
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 19 Pages
<PAGE>
13D
CUSIP No. 114537103
________________________________________________________________________
____
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jonas 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
________________________________________________________________________
_____
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
27,513
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
27,513
________________________________________________________________________
_____
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
27,513
________________________________________________________________________
_____
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
________________________________________________________________________
_____
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.35%
________________________________________________________________________
_____
(14) TYPE OF REPORTING PERSON **
PN
________________________________________________________________________
_____
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 19 Pages
<PAGE>
13D
CUSIP No. 114537103
________________________________________________________________________
_____
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
William Ehrman
________________________________________________________________________
_____
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a)
[ ]
(b)
[X]
________________________________________________________________________
_____
(3) SEC USE ONLY
________________________________________________________________________
_____
(4) SOURCE OF FUNDS **
AF OO
____________________________________________________________
(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
________________________________________________________________________
_____
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
376,700
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
377,000
________________________________________________________________________
_____
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-0-
________________________________________________________________________
_____
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
________________________________________________________________________
_____
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.85%
________________________________________________________________________
_____
(14) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
_____
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 19 Pages
<PAGE>
13D
CUSIP No. 114537103
________________________________________________________________________
_____
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Frederic Greenberg
________________________________________________________________________
_____
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a)
[ ]
(b)
[X]
________________________________________________________________________
_____
(3) SEC USE ONLY
________________________________________________________________________
_____
(4) SOURCE OF FUNDS **
AF OO
____________________________________________________________
(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
________________________________________________________________________
_____
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
376,700
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
377,000
________________________________________________________________________
_____
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
377,000
________________________________________________________________________
_____
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
________________________________________________________________________
_____
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.85%
________________________________________________________________________
_____
(14) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
_____
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 19 Pages
<PAGE>
13D
CUSIP No. 114537103
________________________________________________________________________
_____
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Frederick Ketcher
________________________________________________________________________
_____
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a)
[ ]
(b)
[X]
________________________________________________________________________
_____
(3) SEC USE ONLY
________________________________________________________________________
_____
(4) SOURCE OF FUNDS **
AF OO
____________________________________________________________
(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
________________________________________________________________________
_____
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
376,700
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
377,000
________________________________________________________________________
_____
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
377,000
________________________________________________________________________
_____
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
________________________________________________________________________
_____
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.85%
________________________________________________________________________
_____
(14) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
_____
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 19 Pages
<PAGE>
13D
CUSIP No. 114537103
________________________________________________________________________
_____
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jonas Gerstl
________________________________________________________________________
_____
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a)
[ ]
(b)
[X]
________________________________________________________________________
_____
(3) SEC USE ONLY
________________________________________________________________________
_____
(4) SOURCE OF FUNDS **
AF OO 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
United States
________________________________________________________________________
_____
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
382,100
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
389,100
________________________________________________________________________
_____
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
389,100
________________________________________________________________________
_____
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
________________________________________________________________________
_____
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.01%
________________________________________________________________________
_____
(14) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
_____
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 19 Pages
<PAGE>
13D
CUSIP No. 114537103
________________________________________________________________________
_____
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
James McLaren
________________________________________________________________________
_____
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a)
[ ]
(b)
[X]
________________________________________________________________________
_____
(3) SEC USE ONLY
________________________________________________________________________
_____
(4) SOURCE OF FUNDS **
AF OO
____________________________________________________________
(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
________________________________________________________________________
_____
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES
______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
376,700
OWNED BY
___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING
______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
377,000
________________________________________________________________________
_____
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
377,000
________________________________________________________________________
_____
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES **
[ ]
________________________________________________________________________
_____
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.85%
________________________________________________________________________
_____
(14) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
_____
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 19 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.001 par value (the
"Common
Stock"), issued by Brookstone, Inc., a Delaware corporation (the
"Company"),
whose principal executive offices are 17 Riverside Street, Nashua, NH
03062.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) EGS Associates, L.P., a Delaware
limited partnership ("EGS Associates"), with respect to shares of Common
Stock
beneficially owned by it, (ii) EGS Partners, L.L.C., a Delaware limited
liability company ("EGS Partners"), with respect to shares of Common
Stock
held in two of the discretionary accounts managed by EGS Partners, (iii)
Bev
Partners, L.P., a Delaware limited partnership ("Bev Partners"), with
respect
to shares of Common Stock beneficially owned by it, (iv) Jonas Partners,
L.P.,
a Delaware limited partnership ("Jonas Partners"), with respect to
shares of
Common Stock beneficially owned by it, (v) William Ehrman, with respect
to
shares of Common Stock beneficially owned by EGS Associates, EGS
Partners, Bev
Partners, and Jonas Partners; (vi) Frederic Greenberg, with respect to
shares
of Common Stock beneficially owned by EGS Associates, EGS Partners, Bev
Partners, and Jonas Partners; (vii) Frederick Ketcher, with respect to
shares
of Common Stock beneficially owned by EGS Associates, EGS Partners, Bev
Partners, and Jonas Partners,(viii) Jonas Gerstl, with respect to shares
of
Common Stock beneficially owned by him and his wife (including shares
held in
trust for their children), EGS Associates, EGS Partners, Bev Partners,
and
Jonas Partners; and (ix) James McLaren, with respect to shares of Common
Stock
beneficially owned by EGS Associates, EGS Partners, Bev Partners and
Jonas
Partners. The foregoing persons are hereinafter sometimes referred to
collectively as the "Reporting Persons". Any disclosures herein with
respect
to persons other than the Reporting Persons are made on information and
belief
after making inquiry to the appropriate party.
The general partners of EGS Associates, Bev Partners, and Jonas
Partners, and the members of EGS Partners, are William Ehrman, Frederic
Greenberg, Frederick Ketcher, Jonas Gerstl and James McLaren
(collectively,
the "General Partners").
(b) The address of the principal business and principal office of
(i)
EGS Associates, EGS Partners, Bev Partners, Jonas Partners, and each of
the
General Partners is 300 Park Avenue, New York, New York 10022
(c) The principal business of each of EGS Associates, Bev Partners,
and Jonas Partners is that of a private investment partnership, engaging
in
the purchase and sale of securities for investment for its own account.
The
principal business of EGS Partners is that of a registered investment
adviser
under the Investment Advisers Act of 1940, as amended, engaging in the
purchase and sale of securities for investment on behalf of
discretionary
accounts. The present principal occupations of the General Partners are
as
general partners of EGS Associates, Bev Partners, and Jonas Partners and
members of EGS Partners.
(d) None of the persons referred to in paragraph (a) above has,
during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has,
during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining
Page 11 of 19 Pages
<PAGE>
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect
to such
laws.
(f) Each of the individuals referred to in paragraph (a) above is a
United States citizen. EGS Associates, Bev Partners, and Jonas Partners
are
Delaware limited partnerships. EGS Partners is a Delaware limited
liability
company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost (including commissions, if any) of the
shares of
Common Stock beneficially owned by EGS Associates, EGS Partners, Bev
Partners,
and Jonas Partners is approximately $887,731, $1,906,782, $427,631, and
$267,702, respectively.
The net investment cost (excluding commissions, if any) of the
shares of
Common Stock owned directly by Mr. Gerstl and his wife (including shares
held
in trust for his children) is approximately $138,341.
Messrs. Ehrman, Greenberg, Ketcher and McLaren currently own no
shares
of Common Stock.
The shares of Common Stock purchased by each of EGS Associates, Bev
Partners, and Jonas Partners were purchased with the investment capital
of the
respective entities. The shares of Common Stock purchased by EGS
Partners
were purchased with the investment capital of discretionary accounts
under its
management. The shares of Common Stock purchased by Mr. Gerstl were
purchased
with personal funds.
The shares of Common Stock beneficially owned by EGS Associates, EGS
Partners, Bev Partners, and Jonas Partners are held in their respective
commingled margin accounts, or in the case of EGS Partners, in margin
and non-
margin accounts held by each discretionary account under its management.
Such
margin accounts are maintained at Bear Stearns & Co. Inc., and may from
time
to time have debit balances. Since other securities are held in such
margin
accounts, it is not possible to determine the amounts, if any, of margin
used
with respect to the shares of Common Stock purchased. Non-margin
accounts are
maintained at Bankers Trust Company. The shares owned by Mr. Gerstl are
held
in accounts maintained at Morgan Stanley & Co. Inc. or are beneficially
owned
by members of his immediate family. Currently, the interest rate charged
on
such various margin accounts is approximately 6.125% per annum.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the acquisition of the shares of the Common Stock by
the
Reporting Persons was for investment. The Reporting Persons have
recently
disposed of and each may in the future dispose of any and all of the
shares of
the Common Stock held by it or him at any time, or acquire other shares.
None of the Reporting Persons has any plans or proposals which
relate
to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive, of Item 4 of Schedule 13D. Such entities and
persons
may, at any time and from time to time, review or reconsider their
position
with respect to the Company, and formulate plans or proposals with
respect to
any of such matters, but have no present intention of doing so.
Page 12 of 19 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each person herein is based on 7,768,613
shares
outstanding, which is the total number of shares of Common Stock
outstanding
as of September 12, 1996, as reflected in the company's quarterly report
on
Form 10-Q filed with the Securities and Exchange Commission (the
"Commission")
for the fiscal quarter ended August 3, 1996 (which is the most recent
Form 10-
Q on file).
As of the close of business on November 22, 1996:
(i) EGS Associates owns beneficially 87,500 shares of Common
Stock, constituting approximately 1.13% of the shares outstanding.
(ii) EGS Partners owns directly no shares of Common Stock. By
reason of the provisions of Rule 13D-3 of the Securities Exchange Act of
1934,
as amended (the "Act"), EGS Partners may be deemed to own beneficially
216,037
shares, constituting approximately 2.78% of the shares outstanding,
purchased
for discretionary accounts managed by it.
(iii)Bev Partners owns beneficially 45,950 shares of Common
Stock, constituting less than 1% of the shares outstanding.
(iv) Jonas Partners owns 27,513 shares of Common Stock,
constituting less than 1% of the shares outstanding.
(v) Mr. Gerstl owns beneficially through ownership by himself
and his wife (including shares held in trust for their children), 12,100
shares of Common Stock, constituting less than 1% of the shares
outstanding.
(vi) Messrs. Ehrman, Ketcher, Greenberg and McLaren own
directly
no shares of Common Stock.
By reason of the provisions of Rule 13D-3 of the Act, each of
the
General Partners may be deemed to own the 87,500 shares beneficially
owned by
EGS Associates, the 216,037 shares beneficially owned by EGS Partners,
the
45,950 shares beneficially owned by Bev Partners, and the 27,513 shares
beneficially owned by Jonas Partners. When the shares beneficially
owned by
EGS Associates, EGS Partners, Bev Partners, and Jonas Partners are
aggregated, they total 377,000 shares of Common Stock, constituting
approximately 4.85% of the shares outstanding.
(vii)In the aggregate, the Reporting Persons beneficially own a
total of 389,100 shares of Common Stock, constituting approximately
5.01% of
the shares outstanding.
(b) (i) Each of EGS Associates, EGS Partners, Bev Partners,
and Jonas Partners has the power to vote on all of the shares of Common
Stock,
except for 300 shares held by one of the discretionary accounts, and to
dispose of all of the shares of Common Stock beneficially owned by it,
which
power may be exercised by the General Partners. Each of the
discretionary
accounts is a party to an investment management agreement with EGS
Partners
pursuant to which EGS Partners has investment authority with respect to
securities held in such account.
(ii) Mr. Gerstl has no power to vote and shared power to
dispose of shares owned by his wife in trust for their children and Mr.
Gerstl
has the shared power to vote and dispose of the shares owned directly by
him
and his wife in joint accounts.
(c) The trading dates, number of shares of Common Stock
purchased or sold and price per share for all transactions in the Common
Stock
from the 60th day prior to November 19, 1996 until November 22, 1996 by
EGS
Page 13 of 19 Pages
<PAGE>
Associates, EGS Partners, Jonas Partners, and Bev Partners are set forth
in
Schedules A, B, C, and D, respectively, and were all effected in the
over-the-
counter market. During such period, Messrs. Ehrman, Greenberg, Ketcher,
Gerstl, and McLaren, did not enter into any transactions in the Common
Stock.
(d) No person other than each respective record owner of
shares
of Common Stock referred to herein is known to have the right to receive
or
the power to direct the receipt of dividends from or the proceeds of
sale of
such shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships
(legal or otherwise) among the persons named in Item 2 hereof or between
such
persons and any other person with respect to any securities of the
Issuer
including but not limited to transfer or voting of any other securities,
finder's fees, joint ventures, loan or option arrangements, puts or
calls,
guarantees of profits, divisions of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is being filed with this Schedule:
Exhibit 1 A written agreement relating to the filing of joint
acquisition
statements as required by Rule 13D-1(f)(1) of the Act.
Page 14 of 19 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement
is
true, complete and correct.
DATED: November 26, 1996
/s/ Ellen Martino
Ellen Martino, as Attorney-in
Fact for
William Ehrman, individually and
as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P.,
and JONAS PARTNERS, L.P., and as
a
member of EGS PARTNERS, L.L.C.
/s/ Ellen Martino
Ellen Martino, as Attorney-in-
Fact for
Frederic Greenberg, individually
and
as general partner of each of
EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P.,
and JONAS PARTNERS, L.P., and as
a
member of EGS PARTNERS, L.L.C.
/s/ Frederick Ketcher
Frederick Ketcher, individually
and as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P.,
and JONAS PARTNERS, L.P., and as
a
member of EGS PARTNERS, L.L.C.
/s/ Jonas Gerstl
Jonas Gerstl, individually and as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P.,
and JONAS PARTNERS, L.P., and as
a
member of EGS PARTNERS, L.L.C.
/s/ James McLaren
James McLaren, individually and
as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P.,
and JONAS PARTNERS, L.P., and as
a
member of EGS PARTNERS, L.L.C.
Page 15 of 19 Pages
<PAGE>
Schedule A
EGS Associates, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
________________________________________________________________________
__
11/8/96 8,000 $9.54
11/19/96 6,200 $9.25
Page 16 of 19 Pages
<PAGE>
Schedule B
EGS Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
________________________________________________________________________
__
9/24/96 3,000 $10.38
11/8/96 5,000 $ 9.63
11/8/96 7,000 $ 9.54
11/19/96 10,300 $ 9.25
Page 17 of 19 Pages
<PAGE>
Schedule C
Jonas Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
________________________________________________________________________
__
9/24/96 2,000 $10.38
11/8/96 5,000 $ 9.54
11/19/96 1,500 $ 9.25
Page 18 of 19 Pages
<PAGE>
Schedule D
Bev Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
________________________________________________________________________
__
9/24/96 10,000 $10.38
11/8/96 5,000 $ 9.54
11/19/96 2,000 $ 9.25
Page 19 of 19 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(f) 1
The undersigned acknowledge and agree that the foregoing statement on
Schedule
13D, as amended, is filed on behalf of each of the undersigned and that
all
subsequent amendments to this statement on Schedule 13D, as amended,
shall be
filed on behalf of each of the undersigned without the necessity of
filing
additional joint acquisition statements. The undersigned acknowledge
that
each shall be responsible for the timely filing of such amendments, and
for
the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent
that he
or it knows or has reason to believe that such information is
inaccurate.
DATED: November 26, 1996
/s/ Ellen Martino
Ellen Martino, as Attorney-in
Fact for
William Ehrman, individually and
as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P.,
and JONAS PARTNERS, L.P., and as
a
member of EGS PARTNERS, L.L.C.
/s/ Ellen Martino
Ellen Martino, as Attorney-in-
Fact for
Frederic Greenberg, individually
and
as general partner of each of
EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P.,
and JONAS PARTNERS, L.P., and as
a
member of EGS PARTNERS, L.L.C.
/s/ Frederick Ketcher
Frederick Ketcher, individually
and as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P.,
and JONAS PARTNERS, L.P., and as
a
member of EGS PARTNERS, L.L.C.
/s/ Jonas Gerstl
Jonas Gerstl, individually and as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P.,
and JONAS PARTNERS, L.P., and as
a
member of EGS PARTNERS, L.L.C.
/s/ James McLaren
James McLaren, individually and
as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P.,
and JONAS PARTNERS, L.P., and as
a
member of EGS PARTNERS, L.L.C.
