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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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
(914) 732-5500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 26, 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 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 / /. (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).
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SCHEDULE 13D
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CUSIP No. 287161103 Page 2 of 4 Pages
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<S> <C> <C>
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
James P. Lennane
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) /X/
2 (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF,00
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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
BENEFICIALLY 708,500
OWNED BY -----------------------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
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9 SOLE DISPOSITIVE POWER
708,500
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.906%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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This Statement constitutes Amendment No. 5 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"). Only those items which are hereby reported are amended. All
other items remain unchanged. All capitalized items shall have the meanings
assigned to them in the Schedule 13D, as amended to date, unless otherwise
indicated herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by the addition of the following:
Since the last filing, Mr. Lennane has purchased a total of
71,400 shares of Eljer Common Stock at an aggregate purchase price of
$532,938. All funds were provided from Mr. Lennane's personal funds and
from margin accounts with Jefferies & Company, Inc. and Sutro & Co.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by the addition of the following:
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. At the present
time, Mr. Lennane is 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, and seeking a seat on the Eljer
Board of Directors.
During the latter months of 1995, Mr. Lennane and his advisor,
Mr. Richard Nevins, held numerous phone conversions with Eljer
management regarding Mr. Lennane's concerns over the lack of stockholder
representation on the Eljer Board, and the need for Eljer Management to
focus on enhancement of stockholder values. In addition, on December 4,
1995, Mr. Lennane and Mr. Nevins met with Mr. Scott Arbuckel, CEO, and
Mr. George Hanthorn, Corporate Counsel, to discuss operations.
In late December 1995, Mr. Lennane again verbally requested Mr. Frank
Morgan, Eljer's Chairman, to convey Mr. Lennane's wishes to join the
Eljer Board to represent stockholder interests. Shortly thereafter,
Mr. Morgan reported to Mr. Lennane that the Board had again declined
Mr. Lennane's request.
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 purchases which may include Eljer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by the addition of the following:
As of close of business on March 26, 1996, Mr. Lennane owns 708,500
shares of Common Stock of Eljer, or 9.906% of the outstanding shares of
Common Stock, based upon the outstanding shares of Eljer Comon Stock
disclosed in Eljer's Proxy Statement for the 1996 Annual Meeting of
Shareholders dated March 15, 1996. 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:
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Trade Date Number of Shares Bought/Sold Price Per Share
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March 26, 1996 5,000 $9.875
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.
Based on the above purchases and the transactions detailed in the
Schedule 13D, the Stockholders may be deemed to own 712,500 shares of Eljer
Common Stock, which is 9.96% of the outstanding Common Stock of Eljer.
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 29, 1996
By: /s/ James P. Lennane
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James P. Lennane
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