SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Lindsay Manufacturing Co.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
535555106
(Cusip Number)
W. Robert 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)
December 4, 1995
(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 492,400 shares, which
constitutes approximately 11.3% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 4,367,925
shares outstanding.
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1. Name of Reporting Person:
Trinity I Fund, L.P.
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: Delaware
7. Sole Voting Power: 64,300 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 64,300 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
64,300 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.5%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, TF Investors, L.P.
(2) Solely in its capacity as the sole stockholder of Portfolio Associates,
Inc., which is the sole general partner of Portfolio Partners, L.P.
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1. Name of Reporting Person:
TF Investors, L.P.
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: Delaware
7. Sole Voting Power: 64,300 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 64,300 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
64,300 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.5%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
(2) Solely in its capacity as the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio Partners, L.P.
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1. Name of Reporting Person:
Trinity Capital Management, Inc.
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: Delaware
7. Sole Voting Power: 64,300 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 64,300 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
64,300 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.5%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as the sole general partner of TF Investors,
L.P., which is the sole general partner of Trinity I Fund, L.P., which is
the sole stockholder of Portfolio Associates, Inc., which is the sole
general partner of Portfolio Partners, L.P.
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1. Name of Reporting Person:
Thomas M. Taylor
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: USA
7. Sole Voting Power: 64,300 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 64,300 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
64,300 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.5%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President and sole stockholder of Trinity
Capital Management, Inc., which is the sole general partner of TF
Investors, L.P., which is the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio Partners, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 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: Delaware
7. Sole Voting Power: 64,300 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 64,300 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
64,300
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.5%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio
Associates, Inc.
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<PAGE>
1. Name of Reporting Person:
Portfolio Associates, Inc.
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: Delaware
7. Sole Voting Power: 64,300 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 64,300 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
64,300 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.5%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio Partners,
L.P.
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<PAGE>
1. Name of Reporting Person:
The 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: 155,725(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 155,725(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
155,725
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.6%
14. Type of Reporting Person: 00-Trust
- ------------
(1) Power is exercised through its sole trustee, Perry R. Bass
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<PAGE>
1. Name of Reporting Person:
Perry 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: USA
7. Sole Voting Power: 155,725 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 155,725 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
155,725 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.6%
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacities as sole trustee and as one of two trustors of
The Bass Management Trust.
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1. Name of Reporting Person:
Nancy L. 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: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
155,725 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.6%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as one of two trustors of The Bass Management
Trust.
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<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: USA
7. Sole Voting Power: 155,725
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 155,725
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
155,725
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.6%
14. Type of Reporting Person: IN
<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: 116,650(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 116,650 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
116,650
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.7%
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: USA
7. Sole Voting Power: 116,650(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 116,650 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
116,650 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.7%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass
Management Trust and by virtue of his power to revoke same.
<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 September 13,
1993, as amended by Amendment No. 1 dated July 15, 1994 and Amendment No. 2
dated June 7, 1995 (the "Schedule 13D"), relating to the Common Stock, par
value $1.00 per share, of Lindsay Manufacturing Co. Unless otherwise
indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
Paragraph (a) of Item 2 hereby is partially amended by adding at the end
thereof the following:
Trinity I Fund, L.P., a Delaware limited partnership ("TIF"), TF
Investors, L.P., a Delaware limited partnership ("TFI"), Trinity Capital
Management, Inc., a Delaware corporation ("TCM"), Thomas M. Taylor ("TMT"),
Portfolio Partners, L.P., a Delaware limited partnership ("Portfolio"), and
Portfolio Associates, Inc., a Delaware corporation ("PA"), hereby join this
filing because they may be deemed to constitute a "group" with the Reporting
Persons 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 any of TIF, TFI, TCM, TMT, Portfolio or PA or the other Reporting
Persons that a group exists. As used hereinafter, the term "Reporting
Persons" shall also include reference to TIF, TFI, TCM, TMT, Portfolio and PA.
Paragraphs (b) - (c) of Item 2 hereby are partially amended by adding at
the end thereof the following:
TMT
TMT's business address is 201 Main Street, Suite 3200, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
President of Taylor & Co.
Taylor & Co. is a Texas corporation, the principal business of which is
the rendering of investment consulting services to third parties. The
principal business address of Taylor & Co., which also serves as its principal
office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
TIF
TIF is a Delaware limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of TIF, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to TFI, the sole general partner of TIF, is set forth below.
TFI
TFI is a Delaware limited partnership, the principal business of which is
serving as the sole general partner of TIF. The principal business address of
TFI, which also serves as its principal office, is 201 Main Street, Suite
3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of
the Act, information with respect to TCM, the sole general partner of TFI, is
set forth below.
TCM
TCM is a Delaware corporation, the principal business of which is serving
as the sole general partner of TFI. The principal business address of TCM,
which also serves as its principal office, is 201 Main Street, Suite 3200,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, residence or business address, and present principal occupation
or employment of each director, executive officer and controlling person of
TCM are as follows:
Residence or Principal Occupation
Name Business Address Or Employment
TMT See answers above. See answers above.
W. Robert Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Ft. Worth, Tx. 76102 Bass Enterprises
Production Co.
("BEPCO")
BEPCO is a Texas corporation. BEPCO's principal business 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.
Portfolio
Portfolio is a Delaware limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of Portfolio, which also serves as
its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to PA, the sole general partner of Portfolio, is set forth below.
PA
PA is a Delaware corporation, the principal business of which is serving
as the sole general partner of Portfolio. The principal business address of
PA, which also serves as its principal office, is 201 Main Street, Suite 3200,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, residence or business address, and present principal occupation
or employment of each director, executive officer and controlling person (in
addition to TIF) of PA are as follows:
Residence or Principal Occupation
Name Business Address Or Employment
TMT See answers above. See answers above.
W. Robert Cotham See answers above. See answers above.
(d)-(f) No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is amended and restated in its entirety to read as follows:
The source and amount of the funds used by the Reporting Persons to
purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
TIF Not Applicable Not Applicable
TFI Not Applicable Not Applicable
TCM Not Applicable Not Applicable
TMT Not Applicable Not Applicable
Portfolio Working Capital (1) $2,312,862.00
PA Not Applicable Not Applicable
BMT Trust Funds (2) $5,181,994.39 (3)
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
LMB Personal Funds (4) $5,182,088.14 (5)
SRBMT Trust Funds (2) $3,943,850.46 (6)
SRB Not Applicable Not Applicable
(1) As used herein the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. None of the funds reported herein as "Working Capital" were borrowed
or otherwise obtained for the specific purpose of acquiring, handling, trading
or voting the Stock.
(2) 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.
(3) This figure represents the total amount expended by BMT for all
purchases of shares of the Stock without subtracting sales; therefore, such
figure does not represent BMT's net investment in shares of the Stock. BMT's
net investment in shares of the Stock is $4,936,823.89.
(4) 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.
(5) This figure represents the total amount expended by LMB for all
purchases of shares of the Stock without subtracting sales; therefore, such
figure does not represent LMB's net investment in shares of the Stock. LMB's
net investment in shares of the Stock is $4,936,917.64.
(6) This figure represents the total amount expended by SRBMT for all
purchases of shares of the Stock without subtracting sales; therefore, such
figure does not represent SRBMT's net investment in shares of the Stock.
SRBMT's net investment in shares of the Stock is $3,752,415.96.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(c) of Item 5 hereby are amended and restated in their
entireties to read as follows:
(a)
TIF
Because of its position as the sole stockholder of PA, which is the sole
general partner of Portfolio, TIF may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 64,300 shares of the Stock, which
constitutes approximately 1.5% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is the
sole stockholder of PA, which is the sole general partner of Portfolio, TFI
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 64,300 shares of the Stock, which constitutes approximately 1.5% of the
outstanding shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is the
sole general partner of TIF, which is the sole stockholder of PA, which is the
sole general partner of Portfolio, TCM may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 64,300 shares of the Stock, which
constitutes approximately 1.5% of the outstanding shares of the Stock.
TMT
Because of his position as President and sole stockholder of TCM, which
is the sole general partner of TFI, which is the sole general partner of TIF,
which is the sole stockholder of PA, which is the sole general partner of
Portfolio, TMT may, pursuant to Rule 13d-3, be deemed to be the beneficial
owner of 64,300 shares of the Stock, which constitutes approximately 1.5% of
the outstanding shares of the Stock.
Portfolio
The aggregate number of shares of the Stock that Portfolio owns
beneficially, pursuant to Rule 13d-3 of the Act, is 64,300, which constitutes
approximately 1.5% of the outstanding shares of the Stock.
PA
Because of its position as the sole general partner of Portfolio, PA may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
64,300 shares of the Stock, which constitutes approximately 1.5% of the
outstanding shares of the Stock.
BMT
The aggregate number of shares of the Stock that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 155,725, which constitutes approximately
3.6% of the outstanding shares of the Stock.
PRB
Because of his positions as trustee and as a trustor of BMT, PRB may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
155,725 shares of the Stock, which constitutes approximately 3.6% of the
outstanding shares of the Stock.
NLB
Because of her position as a trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 155,725 shares of
the Stock, which constitutes approximately 3.6% 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 155,725, which constitutes approximately
3.6% of the outstanding shares of the Stock.
SRBMT
The aggregate number of shares of the Stock that SRBMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 116,650, which constitutes approximately
2.7% of the outstanding shares of the Stock.
SRB
Because of his positions as a trustee and sole trustor 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 116,650 shares of the Stock, which
constitutes approximately 2.7% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
TIF
As the sole stockholder of PA, which is the sole general partner of
Portfolio, TIF has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 64,300 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole stockholder of PA,
which is the sole general partner of Portfolio, TFI has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 64,300
shares of the Stock.
TCM
As the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole stockholder of PA, which is the sole general partner of
Portfolio, TCM has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 64,300 shares of the Stock.
TMT
In his capacity as President and sole stockholder of TCM, which is the
sole general partner of TFI, which is the sole general partner of TIF, which
is the sole stockholder of PA, which is the sole general partner of Portfolio,
TMT has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 64,300 shares of the Stock.
Portfolio
Acting through its sole general partner, Portfolio has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
64,300 shares of the Stock.
PA
As the sole general partner of Portfolio, PA has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 64,300
shares of the Stock.
BMT
Acting through its trustee, BMT has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 155,725 shares of the
Stock.
PRB
In his capacity as trustee of BMT, PRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 155,725 shares
of the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to direct
the disposition of any 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 155,725 shares of the Stock.
SRBMT
Acting through one of its trustees and its sole trustor, SRBMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 116,650 shares of the Stock.
SRB
Because of his position as a trustee and the sole trustor of SRBMT and by
virtue of his power to revoke same, SRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 116,650 shares
of the Stock.
(c) During the past sixty days, the Reporting Persons have effected
transactions in shares of the Stock in open market transactions on the NASDAQ
as follows:
REPORTING NO. OF SHARES PRICE PER
PERSONS DATE PURCHASED SHARE
BMT 11-06-95 1,825 $34.50
LMB 11-06-95 1,825 34.50
SRBMT 11-06-95 1,350 34.50
Portfolio 11-20-95 4,000 34.75
Portfolio 12-04-95 59,000 36.04
Portfolio 12-05-95 1,300 36.54
Except as set forth in this paragraph (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 the shares of the Stock during
the past sixty days.
(d)-(e)
No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
<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: December 5, 1995
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO PARTNERS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. Robert Cotham
W. Robert Cotham, Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY L. BASS (3)
LEE M. BASS (4)
SID R. BASS MANAGEMENT TRUST (5)
SID R. BASS (6)
(1) A Power of Attorney authorizing W. Robert Cotham, et al., to act on
behalf of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. Robert Cotham, et al., to act on
behalf of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing W. Robert Cotham, et al., to act on
behalf of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W. Robert Cotham, et al., to act on
behalf of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing W. Robert Cotham, et al., to act on
behalf of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing W. Robert Cotham, et al., to act on
behalf of Sid R. 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)(1)(iii), filed
herewith
Exhibit 99.1
1. JOINT FILING. 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.
2. POWER OF ATTORNEY. Know all persons by these presents that each
person whose signature appears below constitutes and appoints W. Robert
Cotham, Mark L. Hart, Jr. and William P. Hallman, Jr., and each of them, as
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments to
the Schedule 13D filed on behalf of each of them with respect to their
beneficial ownership of Lindsay Manufacturing Co., and to file the same, with
all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or such person or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
DATED: December 5, 1995
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO PARTNERS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. Robert Cotham
W. Robert Cotham, Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY L. BASS (3)
LEE M. BASS (4)
SID R. BASS MANAGEMENT TRUST (5)
SID R. BASS (6)
(1) A Power of Attorney authorizing W. Robert Cotham, et al., to act on
behalf of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. Robert Cotham, et al., to act on
behalf of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing W. Robert Cotham, et al., to act on
behalf of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W. Robert Cotham, et al., to act on
behalf of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing W. Robert Cotham, et al., to act on
behalf of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing W. Robert Cotham, et al., to act on
behalf of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
