SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
GEV Corporation
(Name of Issuer)
Class A Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
317916104
(Cusip Number)
W. R. 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)
April 4, 1994
(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
[ ].
*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 556,700 shares,
which constitutes approximately 3.7% of the total number of shares
outstanding. All ownership percentages set forth herein assume
that there are 15,073,996 shares outstanding.<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: 318,350 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 318,350 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
318,350 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.1%
14. Type of Reporting Person: 00 - Trust
- ---------------
(1) Power is exercised through one of its Trustees and its sole
Trustor, 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: Sid R. Bass is a
citizen of the United States of America
7. Sole Voting Power: 318,350 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 318,350 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
318,350 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.1%
14. Type of Reporting Person: IN
- ---------------
(1) Solely in his capacity as a Trustee of the Sid R. Bass
Management Trust and by virtue of his ability 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: Lee M. Bass is a citizen
of the United States of America
7. Sole Voting Power: 238,350
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 238,350
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
238,350
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.9%
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 December 5, 1989, as amended by Amendment No.
1 dated May 10, 1990, Amendment No. 2 dated August 25, 1992, and
Amendment No. 3 dated April 7, 1993 (the "Schedule 13D"), relating
to the Class A Common Stock, par value $0.01 per share (the
"Stock"), of GEV Corporation (formerly Finevest Foods, Inc.)(the
"Issuer"). Unless otherwise indicated, all defined terms used
herein shall have the same meanings as those set forth in the
Schedule 13D. Pursuant to Item 101(a)(2)(ii) of Regulation S-T,
this filing includes a composite of all paper filings to date made
by the Reporting Persons on Schedule 13D with respect to such
securities.
Item 1. SECURITY AND ISSUER.
This statement relates to the Class A Common Stock, $.01 par
value per share (the "Stock"), of GEV Corporation (the "Issuer").
The principal executive offices of the Issuer are located at 191
Mason Street, Greenwich, Connecticut 06830.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of
the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended (the "Act"), the undersigned hereby file this
Schedule 13D Statement on behalf of the Sid R. Bass Management
Trust ("SRBMT"), Sid R. Bass ("SRB") and Lee M. Bass ("LMB").
SRBMT, SRB and LMB are sometimes hereinafter referred to as the
"Reporting Persons." The Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Act, although neither
the fact of this filing nor anything contained herein shall be
deemed to be an admission by the Reporting Persons that a group
exists.
(b)-(c)
SRBMT
SRBMT is a revocable trust existing under the laws of the
State of Texas. The address of SRBMT is 201 Main Street, Suite
2700, Fort Worth, Texas 76102. Pursuant to Instruction C to
Schedule 13D of the Act, information with respect to SRB, LMB and
Perry R. Bass ("PRB"), the Trustees of SRBMT, is set forth below.
PRB's business address is 201 Main Street, Suite 2700, Fort
Worth, Texas 76102, and his principal occupation or employment is
serving as the President of Perry R. Bass, Inc. ("PRB, Inc.").
PRB, Inc. is a Texas corporation. The principal business of
PRB, Inc. is the ownership of oil and gas properties, ranching,
investing in marketable securities and real estate investment. The
principal business address of PRB, Inc., which also serves as its
principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas
76102.
SRB
SRB's principal occupation or employment is serving as the
President of Sid R. Bass, Inc. ("SRB, Inc."). SRB's business
address is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
SRB, Inc. is a Texas corporation. SRB, Inc.'s principal
businesses are the ownership and operation of oil and gas
properties (through Bass Enterprises Production Co. ["BEPCO"]), the
ownership and operation of gas processing plants and carbon black
plants (through various partnerships), farming, investing in
marketable securities and real estate investment and development.
The principal business address of SRB, Inc., which also serves as
its principal office, is 201 Main Street, Suite 2700, Fort Worth,
Texas 76102.
BEPCO is a Texas corporation, the principal business of which
is oil exploration and drilling and producing hydrocarbons. The
principal business address of BEPCO, which also serves as its
principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas
76102.
LMB
LMB's principal occupation or employment is serving as the
President of Lee M. Bass, Inc. ("LMB, Inc."). LMB's business
address is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
LMB, Inc. is a Texas corporation. LMB, Inc.'s principal
businesses are the ownership and operation of oil and gas
properties (through BEPCO), the ownership and operation of gas
processing plants and carbon black plants (through various
partnerships), farming, investing in marketable securities and real
estate investment and development. The principal business address
of LMB, Inc., which also serves as its principal office, is 201
Main Street, Suite 2700, Fort Worth, Texas 76102.
(d) None of the entities or persons identified in this Item
2 has, during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item
2 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 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) All of the natural persons identified in this Item 2 are
citizens of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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
SRBMT Trust Funds(1) $2,291,019.25
SRB Not Applicable Not Applicable
LMB Personal Funds(2) $2,291,019.25
(1) 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.
(2) 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.
The Reporting Persons acquired the shares of the Stock
reported herein for investment purposes. Consistent with such
purposes, the Reporting Persons have had discussions with
management and other shareholders of the Issuer regarding long-term
shareholder value, and may in the future have such discussions with
such persons as well as with other persons.
Depending on market conditions and other factors that each
Reporting Person 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.
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.
Item 5 is hereby amended and restated in its entirety to read
as follows:
(a)
SRBMT
The aggregate number of shares of the Stock that SRBMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 318,350, which
constitutes approximately 2.1% of the outstanding shares of the
Stock.
SRB
Because of his position as a Trustee 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 318,350 shares of the
Stock, which constitutes approximately 2.1% 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 238,350, which
constitutes approximately 1.9% of the outstanding shares of the
Stock.
To the best of the knowledge of each of the Reporting Persons,
other than is set forth above, none of the persons named in Item 2
herein is the beneficial owner of any shares of the Stock.
(b)
SRBMT
Acting through SRB, one of its Trustees, SRBMT has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 318,350 shares of the Stock.
SRB
Acting in his capacity as a Trustee of SRBMT, SRB has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 318,350 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 238,350 shares of the
Stock.
(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 last
sixty (60) days.
(d) Each of the Reporting Persons affirms that no person
other than such Reporting Person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the shares of Stock owned by such Reporting Person.
(e) Based on the number of shares of the Stock reported by
the Issuer as being outstanding its Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, as of April 4, 1994 (the
date the Reporting Persons received a copy of such 10-K), the
Reporting Persons ceased to be the owners of more than five (5)
percent of the outstanding securities of the Issuer.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be
filed herewith, there are no contracts, arrangements,
understandings or relationships with respect to the shares of the
Stock owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(l)(iii)
Exhibit B -- Power of Attorney for the Sid R. Bass Management
Trust<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: April 6, 1994
/s/William P. Hallman, Jr.
Attorney-in-Fact for:
SID R. BASS MANAGEMENT
TRUST (1)
SID R. BASS (2)
LEE M. BASS (3)
(1) A Power of Attorney authorizing William P. Hallman, Jr., et
al., to act on behalf of the Sid R. Bass Management Trust
previously has been filed with the Securities and Exchange
Commission.
(2) A Power of Attorney authorizing William P. Hallman, Jr., et
al., to act on behalf of Sid R. Bass previously has been filed
with the Securities and Exchange Commission.
(3) A Power of Attorney authorizing William P. Hallman, Jr., et
al., to act on behalf of Lee M. Bass previously has been filed
with the Securities and Exchange Commission.
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule
13d-1(f)(l)(iii), filed herewith
B Power of Attorney for the
Sid R. Management Trust, previously
filed with Schedule 13D dated 12/5/89
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agrees that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth below.
/s/William P. Hallman, Jr.,
Attorney-in-Fact for:
SID R. BASS MANAGEMENT
TRUST (1)
SID R. BASS (2)
LEE M. BASS (3)
(1) A Power of Attorney authorizing William P. Hallman, Jr., et
al., to act on behalf of the Sid R. Bass Management Trust
previously has been filed with the Securities and Exchange
Commission..
(2) A Power of Attorney authorizing William P. Hallman, Jr., et
al., to act on behalf of Sid R. Bass previously has been filed
with the Securities and Exchange Commission.
(3) A Power of Attorney authorizing William P. Hallman, Jr., et
al., to act on behalf of Lee M. Bass previously has been filed
with the Securities and Exchange Commission.
