SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Matlack Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
576901102
(Cusip Number)
J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 16, 1999
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*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 1,970,850 shares, which
constitutes approximately 22.4% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 8,814,434
shares outstanding.
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1. Name of Reporting Person:
Alpine Capital, 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: Texas
7. Sole Voting Power: 1,850,694 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,850,694 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,850,694
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 21.0%
14. Type of Reporting Person: PN
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(1) Power is exercised through its two general partners, Robert W. Bruce III
and Algenpar, Inc.
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1. Name of Reporting Person:
Robert W. Bruce III
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: 1,970,850 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,970,850 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,970,850 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 22.4%
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as one of two general partners of Alpine Capital,
L.P., with respect to 1,850,694 shares, and in his capacity as a
principal of The Robert Bruce Management Co., Inc., which has shared
investment discretion over shares owned by The Anne T. and Robert M. Bass
Foundation, with respect to 120,156 shares.
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1. Name of Reporting Person:
Algenpar, 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: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,850,694 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,850,694 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,850,694 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 21.0%
14. Type of Reporting Person: CO
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(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as one of two general partners of Alpine Capital,
L.P.
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1. Name of Reporting Person:
J. Taylor Crandall
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: 1,970,850 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,970,850 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,970,850 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 22.4%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole stockholder of Algenpar,
Inc., which is one of two general partners of Alpine Capital, L.P., with
respect to 1,850,694 shares, and in his capacity as a director of The
Anne T. and Robert M. Bass Foundation, with respect to 120,156 shares.
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1. Name of Reporting Person:
The Anne T. and Robert M. Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Working Capital
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: 120,156 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 120,156 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
120,156
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.4%
14. Type of Reporting Person: CO
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(1) Power is exercised through its three directors, Anne T. Bass, Robert M.
Bass and J. Taylor Crandall and through Robert W. Bruce III in his
capacity as a principal of The Robert Bruce Management Co., Inc., which
has shared investment discretion over shares owned by The Anne T. and
Robert M. Bass Foundation.
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1. Name of Reporting Person:
Anne T. 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: 120,156 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 120,156 (1)
11.Aggregate Amount Beneficially Owned by Each Reporting Person:
120,156 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.4%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as a director of The Anne T. and Robert M. Bass
Foundation.
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1. Name of Reporting Person:
Robert M. 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: 120,156 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 120,156 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
120,156 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.4%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as a director of The Anne T. and Robert M. Bass
Foundation.
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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 10,
1993, as amended by Amendment No. 1 dated November 3, 1993, Amendment No. 2
dated January 21, 1994, Amendment No. 3 dated March 4, 1994, Amendment No. 4
dated April 6, 1994, Amendment No. 5 dated August 26, 1994, Amendment No. 6,
dated March 6, 1995, Amendment No. 7 dated March 30, 1995, Amendment No. 8
dated June 13, 1995, Amendment No. 9 dated August 21, 1995, Amendment No. 10
dated February 25, 1998, Amendment No. 11 dated December 14, 1998 and
Amendment No. 12 dated December 30, 1998 (the "Schedule 13D"), relating to the
Common Stock, par value $1.00 of Matlack Systems, Inc.
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 is hereby amended 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
Alpine Working Capital(1) $16,880,594.03
Bruce Not Applicable Not Applicable
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
Foundation Working Capital(1) $ 1,598,784.15(2)
A. Bass Not Applicable Not Applicable
R. Bass 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 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) This figure represents the total amount expended by Foundation for
all purchases of shares of the Stock without subtracting sales; therefore,
such figure does not represent Foundation's net investment in shares of the
Stock. Foundation's net investment in shares of the Stock is $1,030,305.20.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended in its entirety to read as follows:
(a)
ALPINE
The aggregate number of shares of the Stock that Alpine owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 1,850,694, which
constitutes approximately 21.0% of the outstanding shares of the Stock.
BRUCE
Because of his position as one of two general partners of Alpine and as
principal of Bruce Management (which has shared investment discretion over the
shares of Stock owned by the Foundation), Bruce may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 1,970,850 shares of the
Stock, which constitutes approximately 22.4% of the outstanding shares of the
Stock.
ALGENPAR
Because of its position as one of two general partners of Alpine,
Algenpar may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 1,850,694 shares of the Stock, which constitutes
approximately 21.0% of the outstanding shares of the Stock.
CRANDALL
Because of his positions as President and sole stockholder of Algenpar,
one of two general partners of Alpine, and a director of Foundation, Crandall
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 1,970,850 shares of the Stock, which constitutes approximately 22.4% of the
outstanding shares of the Stock.
FOUNDATION
The aggregate number of shares of the Stock that Foundation owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 120,156, which
constitutes approximately 1.4% of the outstanding shares of the Stock.
A. BASS
Because of her position as a director of Foundation, A. Bass may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
120,156 shares of the Stock, which constitutes approximately 1.4% of the
outstanding shares of the Stock.
R. BASS
Because of his position as a director of Foundation, R. Bass may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
120,156 shares of the Stock, which constitutes approximately 1.4% 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)
ALPINE
Acting through its two general partners, Alpine has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
1,850,694 shares of the Stock.
BRUCE
As one of two general partners of Alpine, Bruce has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 1,850,694
shares of the Stock. As principal of Bruce Management (which exercises shared
investment discretion over the shares of the Stock owned by the Foundation),
Bruce has shared power to vote or to direct the vote and to dispose or to
direct the disposition of 120,156 shares of the Stock.
ALGENPAR
As one of two general partners of Alpine, Algenpar has shared power to
vote or to direct the vote and to dispose or to direct the disposition of
1,850,694 shares of the Stock.
CRANDALL
As the President and sole stockholder of Algenpar, which is one of two
general partners of Alpine, Crandall has shared power to vote or to direct the
vote and to dispose or to direct the disposition of 1,850,694 shares of the
Stock. As one of three directors of Foundation, Crandall has shared power to
vote or to direct the vote and to dispose or to direct the disposition of
120,156 shares of the Stock.
FOUNDATION
Acting through its three directors and Bruce (as principal of Bruce
Management which exercises shared investment discretion over the shares of the
Stock owned by the Foundation), Foundation has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 120,156 shares
of the Stock.
A. BASS
As one of three directors of Foundation, A. Bass has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 120,156
shares of the Stock.
R. BASS
As one of three directors of Foundation, R. Bass has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 120,156
shares of the Stock.
(c) Since its last filing, Alpine has purchased shares of the Stock in
transactions on the New York Stock Exchange as follows:
Date Number of Price per
Shares Purchased Share
01/05/99 6,500 $ 7.44
01/08/99 22,000 7.40
01/13/99 3,500 7.25
01/14/99 25,000 6.80
01/19/99 8,000 7.13
01/20/99 6,000 7.50
02/04/99 5,000 6.95
02/12/99 2,500 7.03
02/16/99 18,000 7.01
02/18/99 15,000 7.02
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 since
the last filing.
(d) Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Stock owned by such
Reporting Person.
(e) Not applicable.
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(k)(1)(iii), filed herewith.
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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: February 18, 1999
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of The Anne T. and Robert M. Bass Foundation
previously has been filed with the Securities and Exchange
Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Anne T. Bass previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Robert M. Bass previously has been filed with
the Securities and Exchange Commission.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
EXHIBIT 99.1
Pursuant to Rule 13d-1(k)(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.
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
The Anne T. and Robert M. Bass Foundation previously has been filed with
the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Anne T. Bass previously has been filed with the Securities and Exchange
Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
