SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __ )*
EGGHEAD, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
282330109
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(CUSIP Number)
April 9, 1998+
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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).
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+ The reporting person currently has a Schedule 13D on file with the SEC. The
reporting person is now eligible to use Schedule 13G and therefore is filing
this Schedule 13G as an amendment to the Schedule 13D.
<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) Citizenship or Place of Organization: United States
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Number of Shares Beneficially Owned by Each (5) Sole Voting
Reporting Person Power: 1,171,100*
(6) Shared Voting
Power:
(7) Sole Dispositive
Power: 1,171,100*
(8) Shared Dispositive
Power:
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,171,100*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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(11) Percent of Class Represented by Amount in Row (9): 5.2%*
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(12) Type of Reporting Person (See Instructions): IN
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* 907,700 shares of Egghead, Inc. common stock are owned by Rocker Partners,
L.P., a New York limited partnership. 263,400 shares 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 has sole voting and dispositive power over such 1,171,100 shares by
virtue of his position as the sole managing partner of Rocker Partners, L.P.
and, through Rocker Offshore Management Company, Inc., as investment adviser to
Compass Holdings, Ltd.
<PAGE>
Item 1(a). Name Of Issuer: Egghead, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices: 22705 East Mission,
Liberty Lake, Washington 99019
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Item 2(a). Name of Person Filing: David A. Rocker
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Item 2(b). Address of Principal Business Office or, if None, Residence: c/o
Rocker Partners, L.P., Suite 1759, 45 Rockefeller Plaza, New York, New York
10111
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Item 2(c). Citizenship: United States
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Item 2(d). Title of Class of Securities: Common Stock
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Item 2(e). CUSIP No.: 282330109
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Item 3. If This Statement Is Filed Pursuant to ss.240.13d-1(b) or 240.13d-2(b)
or (c), check whether the Person Filing is a
(a) [ ] Broker or Dealer registered under Section 15 of the Act (15
U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An Investment Adviser in accordance with ss.240.13d-1(b)(1)(ii)
(E);
(f) [ ] An Employee Benefit Plan or Endowment Fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A Parent Holding Company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A Church Plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
If this statement is file pursuant to ss.240.13d-1(c), check this box [X].
Item 4. Ownership
(a) Amount Beneficially Owned (as of April 9, 1998):
1,171,100
(b) Percent of Class (as of April 9, 1998):
5.2%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote 1,171,100
(ii) shared power to vote or to direct the vote --
--
(iii) sole power to dispose or to direct the disposition of 1,171,100
(iv) shared power to dispose or to direct the disposition of --
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company. N/A
Item 8. Identification and Classification of Members of the Group. N/A
Item 9. Notice of Dissolution of Group. N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of such securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
April 14, 1998
(Date)
/s/ David A. Rocker
(Signature)
David A. Rocker
(Name/Title)
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
