SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3*)
EGGHEAD, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
282330109
(CUSIP Number)
David A. Rocker Robert G. Minion, Esq.
Suite 1759 Lowenstein, Sandler,Kohl,
45 Rockefeller Plaza Fisher & Boylan, P.A.
New York, New York 10111 with a copy to: 65 Livingston Avenue
(212) 397-1220 Roseland, New Jersey 07068
(201) 992-8700
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
November 2, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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 this 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
less than five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule l3d-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).
___________________________________________________________________________
(1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of
Above Persons):
David A. Rocker ###-##-####
___________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See
Instructions): (a) [ ]
(b) [ ]
___________________________________________________________________________
(3) SEC Use Only
___________________________________________________________________________
(4) Source of Funds (See Instructions): 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: United States
___________________________________________________________________________
Number of Shares (7) Sole Voting Power: 1,427,000*
Beneficially Owned (8) Shared Voting Power: 0
by Each Reporting (9) Sole Dispositive Power: 1,427,000*
Person With: (10) Shared Dispositive Power: 0
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,427,000*
____________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions): [ ]
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 8.2%*
___________________________________________________________________________
(14) Type of Reporting Person (See Instructions): IA, IN
___________________________________________________________________________
* 1,272,700 shares (7.3%) of Egghead, Inc. common stock are owned by
Rocker Partners, L.P., a New York limited partnership. 154,300 shares
(0.9%) of Egghead, Inc. common stock are owned by Compass Holdings, Ltd., a
corporation organized under the International Business Companies Ordinance
of the British Virgin Islands. David A. Rocker serves as the sole managing
partner of Rocker Partners, L.P. and, through Rocker Offshore Management
Company, Inc., as investment adviser to Compass Holdings, Ltd.
Item 2. Identity and Background.
The person filing this statement is David A. Rocker, whose
business address is Suite 1759, 45 Rockefeller Plaza, New York, New
York 10111. Mr. Rocker serves as the sole managing partner of Rocker
Partners, L.P., a New York limited partnership having its principal
executive office located at Suite 1759, 45 Rockefeller Plaza, New York,
New York 10111. Rocker Partners, L.P. is engaged in the investment in
personal property of all kinds, including but not limited to capital
stock, depository receipts, investment companies, mutual funds,
subscriptions, warrants, bonds, notes, debentures, options and other
securities of whatever kind and nature.
Mr. Rocker, through Rocker Offshore Management Company, Inc.,
serves as investment adviser to Compass Holdings, Ltd., a corporation
organized under the International Business Companies Ordinance of the
British Virgin Islands, whose principal business address is Wickhams
Cay, P.O. Box 662, Road Town, Tortola, British Virgin Islands and whose
principal business activity is substantially similar to that of Rocker
Partners, L.P.
Mr. Rocker has never been convicted in any criminal
proceeding, nor has he been a party to any civil proceeding commenced
before a judicial or administrative body of competent jurisdiction as a
result of which he was or is now 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. Mr. Rocker is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares on behalf of Rocker
Partners, L.P. come directly from the net assets of Rocker Partners,
L.P. All funds used to purchase shares on behalf of Compass Holdings,
Ltd. come directly from the net assets of Compass Holdings, Ltd.
Item 4. Purpose of the Transaction.
The acquisition of the shares referred to in Item 5 is solely
for investment purposes on behalf of Rocker Partners, L.P. and Compass
Holdings, Ltd. Mr. Rocker has no present plans or intentions which
relate to or would result in any of the transactions required to be
described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon the information set forth in Egghead, Inc.'s
Quarterly Report on Form 10-Q for the period ended July 1, 1995, as of
July 29, 1995 there were 17,483,797 shares of Egghead Inc. common stock
issued and outstanding. As of November 2, 1995, Rocker Partners, L.P.
owned 1,272,700 of such shares, or 7.3% of those outstanding, and
Compass Holdings, Ltd. owned 154,300 of such shares, or 0.9% of those
outstanding. David A. Rocker possesses sole power to vote and to
direct the disposition of all shares of Egghead Inc. common stock owned
by Rocker Partners, L.P. and Compass Holdings, Ltd. The following
table details the transactions by each of Rocker Partners, L.P. and
Compass Holdings, Ltd. in shares of Egghead Inc. common stock during
the past sixty days (all such transactions were effected in ordinary
broker's transactions).
A. Rocker Partners, L.P.
Date Quantity Price
(Purchases)
September 5, 1995 7,500 $11.81
September 5, 1995 9,000 $11.93
September 5, 1995 7,500 $11.84
September 6, 1995 9,400 $12.00
September 8, 1995 12,500 $12.06
September 8, 1995 2,500 $12.02
September 11, 1995 2,500 $12.06
September 11, 1995 1,200 $12.01
September 12, 1995 5,000 $12.00
September 12, 1995 5,000 $11.78
September 13, 1995 11,000 $11.70
September 14, 1995 18,000 $11.79
September 15, 1995 4,000 $11.37
September 15, 1995 2,000 $11.56
September 18, 1995 1,300 $11.62
September 21, 1995 1,200 $10.87
September 21, 1995 5,000 $10.88
September 22, 1995 4,000 $10.39
October 13, 1995 500 $ 8.30
October 23, 1995 2,500 $ 7.56
October 26, 1995 5,000 $ 7.06
October 26, 1995 2,500 $ 7.00
October 31, 1995 5,000 $ 6.93
November 2, 1995 38,000 $ 7.20
(Sales)
September 7, 1995 13,000 $12.06
September 11, 1995 10,000 $12.03
B. Compass Holdings, Ltd.
Date Quantity Price
(Purchases)
September 5, 1995 1,000 $11.93
September 7, 1995 400 $12.06
September 8, 1995 2,500 $12.06
September 13, 1995 1,500 $11.70
September 14, 1995 2,500 $11.79
September 19, 1995 700 $11.37
September 20, 1995 100 $11.37
October 3, 1995 500 $ 8.00
October 6, 1995 500 $ 8.87
October 10, 1995 500 $ 8.50
October 19, 1995 100 $ 8.25
October 23, 1995 100 $ 7.62
October 24, 1995 100 $ 7.50
October 30, 1995 100 $ 7.25
October 31, 1995 100 $ 7.12
November 1, 1995 100 $ 7.12
November 2, 1995 4,500 $ 7.23
(Sales)
September 6, 1995 3,500 $12.00
September 11, 1995 1,000 $12.03
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: November 9, 1995
/s/ David A. Rocker
David A. Rocker, individually,
as managing partner of Rocker
Partners, L.P., and as
president of Rocker Offshore
Management Company, Inc., the
investment adviser to Compass
Holdings, Ltd.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
