SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4*)
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 with a copy to: Fisher & Boylan, P.A.
New York, New York 10111 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)
February 14, 1996
_________________________________________________________________________
(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: 1,644,900*
Beneficially Owned (8) Shared Voting Power: 0
by Each Reporting (9) Sole Dispositive Power: 1,644,900*
Person With: (10) Shared Dispositive Power: 0
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,644,900*
___________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions):
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 9.4%*
___________________________________________________________________________
(14) Type of Reporting Person (See Instructions): IA,IN
___________________________________________________________________________
* 1,487,800 shares (8.5%) of Egghead, Inc. common stock are owned by
Rocker Partners, L.P., a New York limited partnership. 157,100 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. See Item 5
for further information with respect to the computations set forth herein.
Item 1. Security and Issuer.
This Amendment No. 4 to Schedule 13D (the "Schedule 13D")
relates to the Common Stock, par value $.01 per share (the "Common
Stock"), of Egghead, Inc., a Washington corporation (the "Company"), is
being filed pursuant to Rule 13d-2 under the Securities Exchange Act of
1934, as amended. The principal executive offices of the Company are
located at 22705 East Mission, Liberty Lake, Washington 99019.
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., respectively. 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 the Company's
Quarterly Report on Form 10-Q for the period ended December 30, 1995,
as of January 27, 1996 there were 17,543,072 shares of Common Stock
issued and outstanding. As of February 14, 1996, Rocker Partners, L.P.
owned 1,487,800 of such shares, or 8.5% of those outstanding, and
Compass Holdings, Ltd. owned 157,100 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 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 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)
December 19, 1995 13,000 $6.58
December 19, 1995 7,500 $6.42
December 20, 1995 5,000 $6.62
December 26, 1995 2,500 $5.87
December 26, 1995 10,000 $5.87
December 26, 1995 7,000 $5.95
January 4, 1996 14,000 $5.97
January 4, 1996 8,600 $5.67
January 9, 1996 6,700 $5.50
January 15, 1996 5,000 $5.43
January 22, 1996 1,500 $5.13
January 24, 1996 23,000 $5.12
February 1, 1996 38,000 $6.18
February 2, 1996 8,000 $6.68
February 5, 1996 10,000 $6.68
February 9, 1996 100 $6.62
February 13, 1996 20,000 $6.42
February 14, 1996 32,000 $5.99
(Sales)
January 5, 1996 5,000 $6.07
January 8, 1996 4,000 $6.08
January 11, 1996 7,000 $5.75
January 16, 1996 10,000 $6.23
January 25, 1996 10,000 $5.75
January 25, 1996 15,000 $5.90
January 29, 1996 22,000 $5.43
January 30, 1996 8,000 $6.43
B. Compass Holdings, Ltd.
Date Quantity Price
(Purchases)
December 19, 1995 2,000 $6.58
December 21, 1995 100 $6.31
January 4, 1996 1,000 $5.97
January 9, 1996 800 $5.50
January 11, 1996 100 $5.75
January 12, 1996 100 $5.75
January 15, 1996 100 $5.43
January 18, 1996 350 $5.30
January 19, 1996 250 $5.20
January 23, 1996 100 $5.12
January 24, 1996 2,000 $5.12
January 25, 1996 5,600 $5.87
February 1, 1996 5,000 $6.18
February 13, 1996 2,500 $6.42
February 14, 1996 1,000 $5.99
(Sales)
December 27, 1995 1,900 $6.27
December 28, 1995 2,600 $6.31
December 29, 1995 4,500 $6.43
January 5, 1996 1,000 $6.07
January 8, 1996 700 $6.08
January 11, 1996 500 $5.75
January 25, 1996 1,000 $5.75
January 25, 1996 7,500 $5.90
January 29, 1996 3,000 $5.43
January 30, 1996 2,000 $6.43
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of Issuer.
No contracts, arrangements, understanding or similar
relationships exist with respect to the shares of Common Stock of the
Company between David A. Rocker and any person or entity.
Item 7. Materials to be Filed as Exhibits.
Not Applicable.
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 21, 1996
/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).
