SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
September 20, 1996
(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 870,899 shares, which
constitutes approximately 13.6% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 6,416,844
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: 228,750 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 228,750 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
228,750 (2)
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: PN
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(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: 228,750 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 228,750 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
228,750 (2)
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: 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: 228,750 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 228,750 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
228,750 (2)
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: 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: 228,750 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 228,750 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
228,750 (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 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.
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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: 00 - Partnership Contributions
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: 228,750 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 228,750 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
228,750
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: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio
Associates, Inc.
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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: 228,750 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 228,750 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
228,750 (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: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio Partners,
L.P.
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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: 233,587(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 233,587(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
233,587
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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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: 233,587 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 233,587 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
233,587 (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:
233,587 (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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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: 233,587
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 233,587
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
233,587
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
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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: 174,975(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 174,975 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
174,975
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.
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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: 174,975(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 174,975 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
174,975 (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
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(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>
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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, Amendment No. 2 dated
June 7, 1995, Amendment No. 3 dated December 5, 1995 and Amendment No. 4 dated
January 19, 1996 (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.
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 Other (1) $6,563,653.00
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) Contributions from partners.
(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 228,750 shares of the Stock, which
constitutes approximately 3.6% 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 228,750 shares of the Stock, which constitutes approximately 3.6% 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 228,750 shares of the Stock, which
constitutes approximately 3.6% 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 228,750 shares of the Stock, which constitutes approximately 3.6% 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 228,750, which constitutes
approximately 3.6% 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
228,750 shares of the Stock, which constitutes approximately 3.6% 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 233,587, 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
233,587 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 233,587 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 233,587, 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 174,975, 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 174,975 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 228,750 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 228,750
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 228,750 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 228,750 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
228,750 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 228,750
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 233,587 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 233,587 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 233,587 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 174,975 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 174,975 shares
of the Stock.
(c) During the past 60 days, Portfolio has effected transactions in
shares of the Stock in open market transactions on the NASDAQ as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED SHARE
08-22-96 38,600 $37.54
09-12-96 2,500 39.25
09-20-96 13,000 38.88
09-20-96 12,500 39.09
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 60 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) previously
filed with the Commission.
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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: September 24, 1996
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), previously
filed with the Commission
