SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5*)
EGGHEAD, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
282330109
(CUSIP Number)
David A. Rocker With a copy to:
Suite 1759 Robert G. Minion, Esq.
45 Rockefeller Plaza Lowenstein, Sandler, Kohl,
New York, New York 10111 Fisher & Boylan, P.A.
(212) 397-1220 65 Livingston Avenue
Roseland, New Jersey 07068
(201) 992-8700
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
November 21, 1997
(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 |_|.
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).
<PAGE>
CUSIP No. 282330109
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(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
David A. Rocker
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |_|
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(3) SEC Use Only
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(4) Source of Funds (See Instructions): WC
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): [ ]
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(6) Citizenship or Place of Organization: United States
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Number of Shares (7) Sole Voting Power: 1,384,900*
Beneficially Owned (8) Shared Voting Power: 0
by Each Reporting (9) Sole Dispositive Power: 1,384,900*
Person With: (10) Shared Dispositive Power: 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,384,900*
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions): [ ]
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(13) Percent of Class Represented by Amount in Row (11): 6.02%*
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(14) Type of Reporting Person (See Instructions): IA, IN
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* 1,151,900 shares (5.0%) of Egghead, Inc. common stock are owned by Rocker
Partners, L.P., a New York limited partnership. 233,000 shares (1.01%) 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.
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 5 to the Schedule 13D of David A. Rocker relates to the
Common Stock, par value $.01 per share (the "Common Stock"), of Egghead, Inc.
(the "Company") and 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 of Common Stock on behalf of Rocker
Partners, L.P. come directly from the net assets of Rocker Partners, L.P. All
funds used to purchase shares of Common Stock 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 of Common Stock 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.
The filing of this Amendment No. 5 to the Schedule 13D of David A. Rocker
is the result of the increased number of issued and outstanding shares of Common
Stock. Based upon the information set forth in the Company's Quarterly Report on
Form 10-Q for the period ended September 27, 1997, as of October 25, 1997 there
were 23,001,671 shares of Common Stock issued and outstanding. As of November
21, 1997, Rocker Partners, L.P. owned 151,900 of such shares, or 5.0% of those
outstanding, and Compass Holdings, Ltd. owned 233,000 of such shares, or 1.01%
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)
September 23, 1997 25,000 $8.74
September 24, 1997 25,000 8.71
October 1, 1997 4,000 8.56
October 1, 1997 11,000 8.56
October 8, 1997 4,900 10.62
October 8, 1997 6,300 10.68
October 9, 1997 44,600 10.37
October 13, 197 23,400 10.39
October 13, 197 2,500 10.68
October 14, 197 15,000 9.56
October 14, 1997 9,000 9.75
October 16, 1997 9,000 9.50
October 17, 1997 13,000 8.93
October 17, 1997 44,000 9.12
October 20, 1997 760 9.37
October 21, 1997 28,500 9.50
October 27, 1997 5,000 8.62
October 28, 1997 22,000 7.67
October 30, 1997 1,500 9.50
November 10, 1997 4,500 9.56
November 12, 1997 8,800 8.12
November 17, 1997 5,000 8.62
November 16, 197 6,000 8.50
November 18, 1997 9,000 8.50
(Sales)
September 23, 1997 100,000 $6.73
September 26, 1997 40,000 8.95
October 20, 1997 140,000 8.50
October 22, 1997 140,000 8.97
October 29, 1997 4,000 8.43
November 18, 1997 162,400 9.05
B. Compass Holdings, Ltd.
Date Quantity Price
(Purchases)
September 23, 1997 3,100 $8.74
September 25, 1997 10,000 7.75
October 1, 1997 2,500 8.56
October 9, 1997 5,000 10.37
October 9, 1997 10,500 10.46
October 13, 1997 5,000 10.39
October 14, 1997 2,000 9.56
October 14, 1997 1,000 9.75
October 16, 1997 1,000 9.50
October 17, 1997 2,000 8.93
October 17, 1997 6,000 9.12
October 21, 1997 4,000 9.50
October 21, 1997 100 9.75
October 28, 1997 3,000 7.67
October 29, 1997 200 6.43
November 10, 1997 500 9.56
November 12, 1997 1,200 8.12
November 13, 1997 2,000 8.28
November 18, 1997 8,000 8.47
November 18, 1997 1,000 8.50
(Sales)
September 25, 1997 10,000 $8.27
September 26, 1997 6,000 8.95
October 9, 1997 10,000 10.75
October 21, 1997 100 9.75
October 22, 1997 6,300 10.07
October 29, 1997 200 8.43
November 13, 1997 2,000 8.50
November 18, 1997 7,700 8.51
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.
<PAGE>
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 21, 1997
/s/ David A. Rocker
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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).
