SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rhodes, Inc.
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(Name of Issuer)
Common Stock
(No Par Value)
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(Title of Class and Securities)
76235P101
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(CUSIP Number of Class of Securities)
O. Mason Hawkins
Chairman of the Board and C.E.O.
and
Charles D. Reaves
Vice President & General Counsel
Southeastern Asset Management, Inc.
6075 Poplar Avenue; Suite 900
Memphis, TN 38119
_______________________(901)_761-2474______________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 17, 1996
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(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
Statement and is filing this Schedule because of Rule 13d-1(b)(3)
or (4), check the following box: [X]
Check the following box if a fee is being paid with this Statement:
[ ] Filing Fee of $100.00 is enclosed
CUSIP No. 76235P101 13D
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(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO: Funds of investment advisory clients
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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
Tennessee
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:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 530,000 shares
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(8) SHARED OR NO VOTING POWER
(Includes Non-Discretionary)
: 959,600 shares (Shared)
100,000 shares (None)
--------------------------------
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 630,000 shares
--------------------------------
:(10) SHARED DISPOSITIVE POWER
: 959,600 shares
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
1,589,600 shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.4%
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(14) TYPE OF REPORTING PERSON
IA
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CUSIP No. 76235P101 13D
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(1) NAMES OF REPORTING PERSONS
Longleaf Partners Small-Cap Fund I.D. No. 62-1376170
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO: Funds of investment advisory clients
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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
Massachusetts
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:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(8) SHARED OR NO VOTING POWER
: 723,000 shares
--------------------------------
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: None
--------------------------------
:(10) SHARED DISPOSITIVE POWER
: 723,000 shares
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
723,000 shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.9%
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(14) TYPE OF REPORTING PERSON
IV
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CUSIP No. 76235P101 13D
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(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO: None
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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
Citizen of United States
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:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(8) SHARED VOTING POWER
: None
--------------------------------
:(9) SOLE DISPOSITIVE POWER
: None
--------------------------------
:(10) SHARED DISPOSITIVE POWER
: None
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 2 )
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
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(14) TYPE OF REPORTING PERSON
IN
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Item 1. Security_and_Issuer
The class of equity security to which this statement on
Schedule 13D relates is the Common Stock, no par value (the
"Securities") of Rhodes, Inc., a Georgia corporation (the
"Issuer"). The Issuer has its principal executive offices located
at 4370 Peachtree Road, N.E.; Atlanta, GA 30319.
Item 2. Identity_and_Background
Subparagraphs (a), (b), and (c). This statement is being
filed by Southeastern Asset Management, Inc. ("Southeastern"), an
investment advisor registered with the Securities & Exchange
Commission under the Investment Advisers Act of 1940, as amended.
The address of its principal office is 6075 Poplar Avenue, Suite
900; Memphis, Tennessee 38119. Southeastern serves as an
investment advisor to various individual clients, institutions
(including qualified retirement plans), endowment funds and to
Longleaf Partners Funds Trust ("Longleaf"), a registered investment
company organized as a Massachusetts business trust and having
three separate series or portfolios. Two of those series, Longleaf
Partners Small-Cap Fund and Longleaf Partners Realty Fund, are
owners of the Securities. Longleaf Partners Small-Cap Fund owns
more than 5% of the Securities outstanding, and is accordingly a
joint filer of the Schedule 13D.
The Securities of the Issuer reported in Item 5 herein
were acquired on behalf of and for the benefit of the various
client accounts, including the two series of Longleaf Partners
Funds Trust, under discretionary authority granted Southeastern or
in connection with accounts which have not granted discretionary
authority but which acquired the Securities on the basis of
Southeastern's recommendation. None of the Securities are owned by
or on behalf of Southeastern or by any of its directors or
officers, or any Trustees or officers of Longleaf.
This statement is also being filed by Mr. O. Mason
Hawkins, Chairman of the Board and Chief Executive Officer of
Southeastern, in the event he could be deemed to be an indirect
beneficial owner of the Securities reported by Southeastern through
the exercise of voting control and/or dispositive power over the
Securities as the result of his official positions or ownership of
voting securities of Southeastern. Neither Southeastern nor Mr.
Hawkins owns any Securities for its or his own account and each
disclaims beneficial interest in any of the Securities reported
herein.
(d) During the last five years, neither Southeastern,
Longleaf Partners Small-Cap Fund, Longleaf Partners Realty Fund,
nor Mr. Hawkins has been convicted in any criminal proceeding.
(e) During the last five years, neither Southeastern,
Longleaf Partners Small-Cap Fund, Longleaf Partners Realty Fund,
nor Mr. Hawkins has been a party to any civil or administrative
proceeding involving any alleged violations of any securities laws.
(f) Southeastern is a corporation organized and existing
under the laws of the State of Tennessee; Longleaf Partners Funds
Trust is a business trust organized and existing under the laws of
the Commonwealth of Massachusetts; Mr. Hawkins is a citizen of the
United States. The names, business addresses, and principal
occupations of each director and executive officer of Southeastern
and Longleaf Partners Funds Trust are set forth in Schedule I.
Item 3. Source_and_Amount_of_Funds_or_Other_Consideration
Southeastern used approximately $ 16,321,284 to purchase
the Securities now held. All funds were provided through the
accounts of investment advisory clients, including Longleaf, for
whose accounts the Securities were purchased. None of the funds
used to purchase the Securities were provided through borrowings of
any nature.
Item 4. Purpose_of_Transaction
The Securities of the Issuer reported herein have been
purchased and held for investment purposes on behalf of client
accounts over which Southeastern has either sole or shared
discretionary investment and/or voting power or non-discretionary
investment and/or voting power. The Securities are reported by
Southeastern in the event that it should be deemed to be a member
of a group under Section 13(d)(3) or the beneficial owner of these
Securities under the provisions of subparagraph (b) of Rule 13d-3
under the Securities Exchange Act of 1934. Beneficial ownership is
expressly disclaimed, as permitted by Rule 13d-4. All purchases of
Securities for both discretionary and non-discretionary accounts
were made for investment purposes only, in the ordinary course of
business of Southeastern as a registered investment advisor.
Southeastern may purchase additional Securities on behalf of
clients in the future, or may sell all or a part of the current
holdings of the Securities.
Southeastern's General Investment Management Practices
and Procedures. Southeastern is engaged in the business of
investment management of its clients' assets and pursues an
investment philosophy of identifying undervalued situations and
acquiring positions on behalf of its clients. In pursuing this
investment philosophy, Southeastern analyzes the operations,
capital structure and markets of companies, including those of the
Issuer, in which it may invest on behalf of clients, and monitors
the business operations of such companies on a continuous basis
through analysis of financial statements and other documentation
and through discussions with knowledgeable industry observers and
with representatives of such companies (often at the invitation of
management).
Southeastern qualifies as an institution which may elect
to file securities ownership reports required by the Securities
Exchange Act of 1934 on Schedule 13G and, as a routine matter,
Southeastern utilizes Schedule 13G for its reporting of the
ownership positions held by its investment advisory clients.
However, as the result of its analytical activities or the
occurrence of other events, Southeastern may desire to participate
in discussions with third parties or with the particular issuer's
management on significant matters in which Southeastern may suggest
or take a position or render advice with respect to potential
changes in the operations, capital structure or general management
of such issuers as a means of enhancing shareholder value. In such
situations, Southeastern will generally choose to make an original
filing on Schedule 13D.
After filing a Schedule 13D, and depending on the
circumstances, Southeastern's suggestions, positions, or advice
could relate to one or more of the transactions specified in
clauses (a) through (c) and clauses (e) through (j) of Item 4 of
the Schedule 13D form, which are as follows:
(a). The acquisition by any person of additional
securities of the issuer, or the disposition of
securities of the Issuer.
(b). An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries.
(c). A sale or transfer of a material amount of assets of
the issuer or any of its subsidiaries.
(d). Not applicable. (Filers have no current intention
of seeking any change in the present Board of Directors
or management of the Issuer).
(e). Any material change in the present capitalization or
dividend policy of the issuer.
(f). Any other material change in the issuer's business
or corporate structure.
(g). Changes in the issuer's charter, bylaws or other
instruments corresponding thereto.
(h). Causing a class of securities of the issuer to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association.
(i). A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g) of the Act.
(j). Any action similar to any of those enumerated above.
Southeastern's Position With Respect To The Subject Issuer.
On September 17, 1996, the Issuer ("Rhodes") through a
press release announced that a definitive agreement had been
reached to merge with Heilig-Meyers Company of Richmond, Virginia
("Heilig-Meyers") in a transaction which would cause Rhodes to
become a subsidiary of Heilig-Meyers. Under the announced terms of
the definitive agreement, as approved by Rhodes' Board of
Directors, Rhodes shareholders would receive one Heilig-Meyers
common share for each two shares of Rhodes held, or an aggregate of
approximately 4.6 million shares of Heilig-Meyers stock for all
currently outstanding Rhodes shares, structured as a tax free
exchange of shares. According to the press release, the proposed
acquisition is subject to Hart-Scott-Rodino clearance, approval by
Rhodes shareholders, and certain other conditions.
Market reaction to the announcement was reflected in the
fall of the market price of Rhodes common stock by approximately
29% on the day following the announcement, from $10.625 prior to
the announcement on September 17, 1996 to $7.500 at the close of
business on September 18, 1996. Through its own internal analysis,
management of Southeastern also believes that the terms of the
proposed acquisition are unfair to existing shareholders who are
not Rhodes insiders in that the consideration proposed to be given
in return for the exchange of Rhodes shares is grossly inadequate,
and that Rhodes' Board of Directors should be willing to seek and
consider other alternatives such as a more beneficial offer for the
company or the possibility of remaining independent.
According to Rhodes' 1996 Annual Report and the Proxy
Statement for its regular 1996 Annual Meeting of Shareholders, its
largest shareholder is Mr. Holcombe T. Green, Jr., a director of
Rhodes who, together with WPS Investors, L.P. and RW Holdings,
partnerships controlled by Mr. Green, and certain others,
collectively own approximately 31.9% of Rhodes' outstanding shares.
Mr. Green served as Chairman of the Board of Rhodes from 1988 to
1994 and presently serves as Chairman of the Executive Committee of
the Board. He is also Chairman of the Board and Chief Executive
Officer of WestPoint Stevens Inc, a textile manufacturer, and is a
director of American Buildings Company, a manufacturer of pre-
engineered metal building systems. Mr. Green also serves with two
of the other four directors of Rhodes on certain other boards of
directors. Mr. Green is Chairman of the Board of HBO & Company, a
provider of hospital information systems; Mr. James V. Napier,
one of Rhodes' other directors, is also a director of HBO &
Company. Mr. Green is a director of Georgia Gulf Corporation, a
chemical manufacturer; Mr. James R. Kuse, one of Rhodes' other
directors, is Chairman and also a director of Georgia Gulf
Corporation, and owns a 12.5% limited partnership interest in Green
Capital Investors, L.P., a limited partnership in which Mr. Green
has been the principal since 1988.
Southeastern represents the investment interests of beneficial
owners comprising 17.4% of Rhodes' outstanding shares, and believes
these shareholders, who are not insiders as to Rhodes, constitute
the second largest collective beneficial ownership interest of
Rhodes common stock. Following the announcement of the proposed
acquisition on September 17, 1996, management of Southeastern has
been unsuccessful in its endeavors to discuss with Mr. Green the
terms of the acquisition proposal and his reasons for supporting a
proposed consideration below the market price of Rhodes stock prior
to the announcement and, in Southeastern's view, substantially less
than a reasonable appraisal of Rhodes' intrinsic value.
According to a Schedule 13D filed with the Securities and
Exchange Commission by WPS Investors, L.P. on September 20, 1996, a
Form 8-K filed by Rhodes on September 23, 1996, and a Schedule 13D
filed by Heilig-Meyers, W.P.S. Investors, L.P., and Green Capital
Investors, L.P. on September 27, 1996, these shareholders of Rhodes
have entered into a formal Voting Agreement pursuant to which they
will vote their combined ownership interests of approximately 31.8%
of Rhodes' outstanding common stock in favor of the proposed
acquisition. In addition, these documents disclose that Mr. Irwin
L. Lowenstein, Chairman of the Board and Chief Executive Officer
of Rhodes and Mr. Joel H. Dugan, Senior Vice President - Finance
and Administration, have entered into formal Lock-Up Agreements
with Heilig-Meyers in connection with their personal shares.
Representatives of Southeastern met with top management of
Rhodes at its corporate headquarters in Atlanta on August 13, 1996,
in a regular "due diligence" meeting similar to those routinely
used by Southeastern to keep abreast of developments within
companies held in the portfolios of its clients. That meeting,
held approximately one month prior to the decision by Rhodes' Board
of Directors to approve the acquisition, was attended by Mr. Irwin
L. Lowenstein, Chairman of the Board and Chief Executive Officer of
Rhodes and Mr. Joel H. Dugan, Senior Vice President - Finance and
Administration. In that meeting, these representatives of Rhodes
imparted the following information to the Southeastern personnel in
attendance:
(i). Rhodes' then current financial situation was manageable.
There were no circumstances under which credit lines would be
a problem and, further, Rhodes' former primary lender wanted
to regain its business.
(ii). Rhodes had by August 13 substantially consolidated its
two recent acquisitions and full integration of these
acquisitions should be completed within the near future.
(iii). Comparable store sales should begin to turn by the end
of September of 1996.
(iv). Mr. Lowenstein voluntarily denied a rumor to the effect
that Rhodes was for sale at a price in the range of $7.00 a
share, emphatically stating that if the price were that low
... "we would be the buyers." In response to Southeastern's
observation that it appeared that the company was making
satisfactory progress as an independent entity, and that there
seemed to be no compelling reason for a sale of the company,
Mr. Lowenstein indicated that he did not disagree with that
analysis. However, he made further statements to the effect
that Mr. Holcombe Green, Rhodes' largest shareholder, wants
to sell, get his money out, and move on to something else. As
a result, management may have no other choice.
Rhodes' management on another occasion informed Southeastern
that Mr. Green or entities with which he was affiliated had sold to
the public in a secondary stock offering during 1994 approximately
2.5 million shares, or about half his total original position, for
a price in the range of $18 per share. As previously set forth,
the market price of Rhodes' common stock fell by approximately 29%
on the day following the announcement of the proposed acquisition
by Heilig-Meyers from $10.625 prior to the announcement on
September 17, 1996 to $7.500 at the close of business on September
18, 1996.
It is a settled principle of law that a board of directors has
a fiduciary obligation to take into consideration the interests of
all shareholders, particularly when the board's decision directly
affects their economic interests, and to balance equitably any
conflicting interests where there may be a difference between what
is in the best interests of a majority of public shareholders when
compared with the interests of an inside minority. Information on
whether or not there may be undisclosed pressures imposed on
Rhodes' Board of Directors by its dominant inside shareholder for
reasons which may be particularly beneficial to or convenient for
him or entities which he controls, possibly without due regard for
the best interests of the outside majority shareholders, if true,
is vital to an informed and complete understanding of the full
background and reasons for what Southeastern believes to be the
surprisingly low level of compensation being proposed for this
acquisition. In all fairness to the public shareholders, full and
complete information on the reasoning supporting this proposed
acquisition in comparison with other alternatives should be
disclosed in the Proxy Statement soliciting proxies for the votes
of the additional public shareholders needed to approve the
proposed transaction.
Because Southeastern has been rebuffed in its efforts to
discuss the reasons for or alternatives to the proposed acquisition
with Rhodes' largest shareholder, and because of Southeastern's
view that the proposed consideration for the acquisition is grossly
inadequate, Southeastern may have contacts or enter into
discussions with other persons or entities with the objective of
seeking a more beneficial offer or encouraging alternative merger
proposals for Rhodes. In addition, Southeastern may actively
oppose the acquisition proposal upon its presentation to Rhodes'
shareholders for approval in its Proxy Statement through procedures
such as those authorized by Rule 14a-7 under the Securities
Exchange Act of 1934, which allows a shareholder to communicate
directly with all shareholders or requires the Issuer to forward a
communication from a shareholder to all other shareholders, and
Rule 14a-8 under the Securities Exchange Act of 1934, which allows
a shareholder to include an alternative proposal in the Proxy
Statement. Any such discussions, contacts, or other actions on the
part of Southeastern are intended to enhance shareholder value and
to be supportive of Southeastern's clients' inherent interests and
rights as owners of Rhodes common stock.
Except as set forth herein, Southeastern has no present
intention on behalf of its clients or itself of seeking a change in
the composition of the Issuer's Board of Directors or seeking any
other changes in the composition of its management, nor of seeking
control or of otherwise participating directly in its management by
seeking representation on the Board of Directors or participating
in its management in any other manner.
Item 5. Interest_In_Securities_Of_The_Issuer
(a) The aggregate number and percentage of Securities to
which this Schedule 13D relates is 1,589,600 shares of the Common
Stock of the Issuer, constituting approximately 17.4% of the
9,149,964 shares of Common Stock outstanding at June 30, 1996, as
reported in the Issuer's Form 10-Q for the quarter ended May 31,
1996, as filed with the Securities & Exchange Commission.
The holdings are as follows:
Common % of
Shares Common Shares
Accounts Represented Shares
Voting Rights
Discretionary 530,000 5.8%
Shared 959,600* 10.5%
None 100,000 1.1%
Total 1,589,600 17.4%
Dispositive Power
Discretionary 630,000 6.9%
Shared 959,600* 10.5%
Total 1,589,600 17.4%
*Consists of 723,000 shares owned by Longleaf Partners Small-Cap
Fund, and 236,600 shares owned by Longleaf Partners Realty Fund,
which are series of Longleaf Partners Funds Trust, an open-end
management investment company registered under the Investment
Company Act of 1940.
(b) Southeastern generally has the sole power to dispose
of or to direct the disposition of the Securities held for
Discretionary accounts of its investment clients, as set forth
above and may be granted the sole power to vote or direct the vote
of such Securities; such powers may be retained by or shared with
the respective clients for shared or non-discretionary accounts,
but Southeastern generally makes recommendations with respect
thereto. Shares held by the two Series of Longleaf are reported in
the "shared" category.
(c) Information with respect to all transactions in the
Securities which were effected during the past sixty days by
Southeastern are set forth in Schedule II.
(d) The private investment advisory clients of
Southeastern have the sole right to receive and, subject to notice,
to withdraw the proceeds from the sale of the Securities, and the
sole power to direct the receipt of dividends from any of the
Securities held for their respective accounts. Such clients may
also terminate the investment advisory agreements without penalty
upon appropriate notice. No client other than Longleaf Partners
Small-Cap Fund has an interest that relates to more than 5% of the
Securities. Southeastern does not have an economic interest in any
of the Securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships_with_Respect_to_Securities_of_the_Issuer
The powers of disposition with respect to Securities
owned by discretionary private accounts of Southeastern are
established in written investment advisory agreements between
clients and Southeastern, which are entered into in the normal and
usual course of the business of Southeastern as a registered
investment advisor and which are generally applicable to all
securities purchased for the benefit of each such discretionary
private account. There are no special or different agreements
relating to the Securities of the Issuer.
The written investment advisory agreements with clients
do not contain provisions relating to borrowing of funds to finance
the acquisition of the Securities, acquisition of control, transfer
of securities, joint ventures, or any of the other transactions
listed in Item 7 of Schedule 13D other than voting of proxies. In
connection with voting, Southeastern may be allowed or directed to
vote the proxies received by accounts classified as "discretionary"
or "shared" accounts; such authority is generally retained by the
clients for accounts classified as "non-discretionary".
Item 7. Material to be Filed as an Exhibit
Schedule I. Information with Respect to Directors and Officers of
Southeastern Asset Management, Inc. and the Trustees and Officers
of Longleaf Partners Funds.
Schedule II. Information with Respect to Transactions Effected In
the Issuer's Securities During the Past Sixty Days
SIGNATURES
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: October 1, 1996
SOUTHEASTERN ASSET LONGLEAF PARTNERS
MANAGEMENT, INC. SMALL-CAP FUND
By /s/ Charles D. Reaves By /s/ Charles D. Reaves
- -------------------------- -------------------------
Charles D. Reaves Charles D. Reaves
Vice President & General Exec. V. P.
Counsel
O. MASON HAWKINS
(Individually)
/s/ O. Mason Hawkins
- ---------------------------
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13D with respect
to the Common Stock of Rhodes, Inc., and further agree that this
joint filing agreement be included in this filing. In evidence
thereof, the undersigned hereby execute this Agreement on the 1st
day of October, 1996
SOUTHEASTERN ASSET LONGLEAF PARTNERS
MANAGEMENT, INC. SMALL-CAP FUND
By /s/ Charles D. Reaves By /s/ Charles D. Reaves
- -------------------------- -------------------------
Charles D. Reaves Charles D. Reaves
Vice President & General Exec. V. P.
Counsel
O. MASON HAWKINS
(Individually)
/s/ O. Mason Hawkins
- ---------------------------
SCHEDULE I
Information with Respect to Executive
________Officers_and_Directors_______
The following information is disclosed for each of the
directors and executive officers of Southeastern: name; business
address; and present principal occupation or employment and the
name, principal business and address of any corporation or other
organization in which such employment is conducted. Unless
otherwise specified, the principal employer of each such individual
is Southeastern Asset Management, Inc., having its principal
executive offices located at 6075 Poplar Ave., Suite 900, Memphis,
Tennessee 38119. Each individual identified below is a citizen of
the United States.
To the knowledge of Southeastern, during the last five years, no
such person has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), and no such person was
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which he was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities law or finding any violation with respect to such
laws.
SOUTHEASTERN ASSET MANAGEMENT, INC.
Directors:
O. Mason Hawkins, Director; Chairman of the Board and
Chief Executive Officer
G. Staley Cates Director; President
W. Reid Sanders Director; Executive Vice President
Frank N. Stanley, III Director; Vice President-Investments
Other Officers:
John B. Buford Vice President
C. T. Fitzpatrick Vice President
Randy D. Holt Vice President and Secretary
Joseph L. Ott Vice President and Treasurer
Charles D. Reaves Vice President, General Counsel and
Chief Compliance Officer
Deborah L. Sullivan Vice President-Trading
LONGLEAF PARTNERS FUNDS TRUST
Trustees:
O. Mason Hawkins - Trustee; Chairman of the Board and
Chief Executive Officer; Co-
Portfolio Manager
W. Reid Sanders - Trustee; President
Chadwick H.
Carpenter, Jr. - Trustee; Principal occupation - a
senior executive officer of Progress
Software Corp., Bedford, MA
Steven N. Melnyk - Trustee; Principal occupation -
Chairman of the Executive Committee
and President, Riverside Golf Group,
Inc., Jacksonville, FL
C. Barham Ray - Trustee; Principal occupation -
Chairman of the Board and Secretary,
SSM Corporation, Memphis, TN
Other Officers:
Charles D. Reaves - Executive Vice President
Julie M. Douglas - Executive Vice President -Operations
and Treasurer
Lee B. Harper - Executive Vice President -Marketing
G. Staley Cates - Vice President - Investments and Co-
Portfolio Manager
Frank N. Stanley, III- Vice President - Investments
John B. Buford Vice President - Investments
C. T. Fitzpatrick Vice President - Investments
Randy D. Holt Vice President and Secretary
SCHEDULE II
Information With Respect to
Transactions_Effected_During_the_Past_Sixty_Days
Shares of
Common Stock Aggregate Average
Date Purchased Price(1)(2) Price(1)(2)
- -----------------------------------------------------------
8/01/96 96,000 $ 859,680 $ 8.96
8/06/96 8,000 $ 71,640 $ 8.96
8/06/96 17,000 $ 152,235 $ 8.96
8/19/96 46,600 $ 353,228 $ 7.58
9/09/96 8,000 $ 72,640 $ 9.08
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175,600 $ 1,509,423
- --------------------------------------------------------------
(1) Purchase prices include commissions; sales prices are net of
commissions.
(2) Insofar as the filer is aware, the majority of all
transactions were effected on the New York Stock Exchange.
