<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
---------
Eljer Industries, Inc.
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(Name of Issuer)
Common Stock with $1.00 par value
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(Title of Class of Securities)
287161103
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(CUSIP Number)
James P. Lennane, 4820 Bayshore Drive, Suite D. Naples, Florida 33962
(813) 732-5500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 23, 1995
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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 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 this statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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).
THIS DOCUMENT IS A COPY OF THE AMENDMENT NO. 4 TO SCHEDULE 13D FILED ON
MARCH 31, 1995 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
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SCHEDULE 13D
CUSIP No. 287161103 Page 6 of 13 Pages
--------- --- ---
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
James P. Lennane
###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF
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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
USA
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NUMBER OF (7) SOLE VOTING POWER
SHARES 637,100
--------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 637,100
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
637,100
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.94%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 287161103 Page 7 of 13 Pages
--------- --- ---
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bette M. Byouk
###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF
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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
USA
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NUMBER OF (7) SOLE VOTING POWER
SHARES 2,000
--------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 2,000
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.028%
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(14) TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 287161103 Page 8 of 13 Pages
--------- --- ---
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Susan Kahl Lennane
###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF
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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
USA
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NUMBER OF (7) SOLE VOTING POWER
SHARES 2,000
--------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 2,000
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.028%
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(14) TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Statement constitutes Amendment No.4 to the Schedule 13D (the "Schedule
13D") filed by James P. Lennane, Bette M. Byouk, and Susan Kahl Lennane with
respect to Common Stock, with $1.00 par value, of Eljer Industries, Inc.
("Eljer"). In conformance with EDGAR requirements all items are restated. All
capitalized items shall have the meanings assigned to them in the Schedule 13D
unless otherwise indicated herein.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of Common Stock, with
$1.00 parvalue, of Eljer Industries, Inc. ("Eljer"), a Delaware corporation.
The address of Eljer's principal executive offices is 17120 Dallas Parkway,
Dallas, Texas 75248.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed jointly by:
(1) James P. Lennane, a natural person whose address is 4820 Bayshore Drive,
Suite D, Naples, Florida 33962. Mr. Lennane principal occupation is as
an investor on his own behalf.
(2) Bette M. Byouk, a natural person whose address is 7032 Pelican Bay
Blvd., #104, Naples, Florida 33963. Ms. Byouk principal occupation is
as Mr. Lennane's controller.
(3) Susan Kahl Lennane, a natural person whose address is 4820 Bayshore
Drive, Suite D, Naples, Florida 33962. Ms. Lennane principal
occupation is as homemaker.
Mr. Lennane, Ms. Byouk, and Ms. Lennane will be collectively identified
herein as the "Stockholders."
During the last five years, none of the Stockholders has (i) been convicted
in a criminal proceeding (excluding traffic violations and similar
misdemeanor( or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of such proceeding
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 laws or finding any violation with respect to such laws.
Mr. Lennane, Ms. Byouk, and Ms Lennane are each United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Lennane has paid a total of $4,751,376.80 for his 637,100 shares of Eljer
Common Stock. Portions of these shares were originally purchased on margin
but are fully paid as of the date of this filing with Personal Funds as the
source.
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Ms. Byouk purchased 2,000 shares of Eljer Common Stock for $15,450.00, which
came from personal funds.
Ms. Lennane purchased 2,000 shares of Eljer Common Stock for $13,530.90,
which came from personal funds.
Since the last filing, May 17, 1994, Mr. Lennane has purchased a total of
77,000 shares of Eljer Common Stock at an aggregate purchase price of
$413,961. Portions of these shares were originally purchased on margin but
are fully paid as of the date of this filing with Personal Funds as the
source.
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Stockholders has purchased the Common Stock of Eljer for
investment purposes. Such purchases are consistent with each of the
Stockholders' individual portfolio of stocks which in each case consists, in
large part, of investments in companies which each of the Stockholders
individually believe to be undervalued.
On April 2, 1992, Mr. Lennane telephoned Mr. Carl Mudd, Vice President
Finance of Eljer, advising Mr. Mudd of his investment in Eljer and expressing
his interest in serving on Eljer's Board of Directors. On May 28, 1992, Mr.
Lennane contacted Mr. Mudd, by telephone and letter (Exhibit 1), again
advising Mr. Mudd of his investment in Eljer and expressing his interest in
serving on Eljer's Board of Directors. Mr. Lennane has received no response
from any representative of Eljer to his indication of interest.
During December 1994 and the first quarter of 1995 Mr. Lennane made numerous
informal verbal approaches to Eljer Management seeking a Board position. In
addition, Mr. Lennane attended an informal dinner meeting with the entire
Eljer Board on Feb. 21, 1995 at which he presented his position that Eljer
would be well served by having at least one major shareholder on the
company's Board of Directors.
To date, the Board has not communicated any decision to Mr. Lennane relative
to his requests. Mr. Lennane intends to continue to communicate his desire
for a Board seat through contact with individual Board members.
Neither Ms. Byouk nor Ms. Lennane has participated in discussions relating to
Mr. Lennane's inquiry and neither has any intent with regard to their
respective holdings of Eljer Common Stock other than investment.
At the present time, Mr. Lennane is also considering other alternatives
available to him in connection with Eljer, including making further
acquisitions of Eljer stock, either through open market purchases, privately
negotiated transactions and/or a tender offer.
Notwithstanding the above, none of the Stockholders foreclose the possibility
of disposing of all or a portion of their Eljer stock, held by each such
individual consistent with the investment intent of each, through the open
market or in privately negotiated transactions with one or more purchasers
which may include Eljer.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of close of business on March 23, 1995 Mr. Lennane owns 637,100 shares of
Common Stock of Eljer, or 8.94% of the outstanding shares of Common Stock,
based upon the outstanding shares of Eljer Common Stock disclosed in the
Standard & Poors as of October 2, 1994. Mr. Lennane has sole beneficial
ownership and voting power with respect to such shares. Mr. Lennane has
engaged in the following transactions with respect to the Common Stock of
Eljer within the past 60 days:
<TABLE>
<CAPTION>
Trade Date Number of Shares Price Per Share
---------- Bought/(Sold) ---------------
-------------
<S> <C> <C>
March 1, 1995 1,000 $5.1250
March 1, 1995 5,000 $5.1250
March 6, 1995 1,000 $5.0000
March 9, 1995 2,000 $4.3750
March 9, 1995 2,000 $4.3750
March 9, 1995 14,000 $4.3040
March 10, 1995 1,000 $4.8750
March 10, 1995 500 $4.8750
March 10, 1995 500 $4.7500
March 10, 1995 1,000 $4.7500
March 10, 1995 1,000 $4.8750
March 10, 1995 1,000 $4.7500
March 22, 1995 5,000 $4.8750
March 22, 1995 5,000 $4.6250
March 22, 1995 4,500 $4.5000
March 22, 1995 3,000 $4.8750
March 22, 1995 500 $4.3750
March 23, 1995 5,000 $5.7200
March 23, 1995 5,000 $6.1250
</TABLE>
No purchases or sales were made by Ms. Byouk or Ms. Lennane with respect to
the Common Stock of Eljer within the past 60 days.
All transactions were open market sales made through D.A. Davidson & Co.,
Jefferies & Company, Inc. and Sutro & Co. on the National Association of
Securities Dealers, Inc. NASDAQ/National Market System (NMS"). Mr. Lennane
has sole voting and dispositive power with respect to these shares.
Bette M. Byouk purchased 2,000 shares of Eljer Common Stock on the open
market (NMS) through Sutro & Co. Incorporated, with her personal funds on
December 28, 1990, at a purchase price of $7.50 per share. Ms. Byouk has
sole voting and dispositive power with respect to these shares.
Susan Kahl Lennane purchased 1,000 shares of Eljer Common Stock on the open
market (NMS) through A.G. Edwards & Sons, Inc. with her personal
<PAGE>
funds on May 28, 1992, at a purchase price of $6.25 per share. Ms. Lennane
also purchased 1,000 shares of Eljer Common Stock on the open market through
A.G. Edwards & Sons, Inc., with her personal funds on June 1, 1992, at a
purchase price of $7.00 per share. Ms. Lennane has sole voting and
dispositive power with respect to these shares.
Based on the foregoing, the Stockholders may be deemed to own 641,100 shares
of Eljer Common Stock, which is 8.99% of the outstanding Common Stock of
Eljer. Each of the Stockholders disclaims beneficial ownership of the shares
of Eljer Common Stock owned by either of the other Stockholders.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None of Mr. Lennane, Ms. Byouk, or Ms. Lennane, to the best of their
knowledge, has any contract, arrangement, understanding or relationship
(legal or otherwise) with the other Stockholders or with any other person
with respect to any securities of Eljer, other than the Joint Filling
Agreement among the Stockholders referenced under Item 7.4.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Letter dated May 28, 1992, from Mr. Lennane to Mr. Carl Mudd, Vice
President Finance of Eljer, incorporated by reference to Exhibit 1 of the
Schedule 13D filed by Mr. Lennane on June 5, 1992.
2. Mr. Lennane's Lending Agreement with Sutro & Co. Incorporated, dated
November 17, 1989, incorporated by reference to Exhibit 2 of the Schedule
13D filed by Mr. Lennane on June 5, 1992.
3. Mr. Lennane's Lending Agreement with Jefferies & Company, Inc., dated
August 1, 1990, incorporated by reference to Exhibit 3 of the Schedule
13D filed by Mr. Lennane on June 5, 1992.
4. Joint filing agreement between the Stockholders dated June 5, 1992,
incorporated by reference to Exhibit 4 of the Schedule 13D filed by Mr.
Lennane on June 5, 1992.
5. Letter dated June 8, 1992, from Mr. Carl Mudd, Vice President-Finance of
Eljer, to Mr. Lennane, incorporated by reference to Exhibit 5 of the
Schedule 13D, Amendment #1 filed by Mr. Lennane on January 8, 1993.
<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.
Date: March 30, 1995
By: /s/ James P. Lennane
-------------------------------------
James P. Lennane
