<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
BACHMAN Information Systems, Inc.
---------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
056359 10 2
----------------------
(CUSIP Number)
Andrew S. Paul, Esq.
c/o Tudor Investment Corporation
One Liberty Plaza (51st Floor)
New York, New York 10006
(212) 602-6700
----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 14, 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 [ ].
Page 1
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- ---------------------
CUSIP NO. 056359 10 2
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor Investment Corporation
TIN: 22-2514825
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------
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
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 971,708
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
971,708
- ----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
971,708
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------
Page 2
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- ---------------------
CUSIP NO. 056359 10 2
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul Tudor Jones, II
TIN:
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,018,400
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
1,018,400
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,018,400
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------
Page 3
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- ---------------------
CUSIP NO. 056359 10 2
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Raptor Global Fund Ltd.
TIN: n/a
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 336,764
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
336,764
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
336,764
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------
Page 4
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- ---------------------
CUSIP NO. 056359 10 2
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Raptor Global Fund L.P.
TIN: 13-3735415
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------
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
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 176,544
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
176,544
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
176,544
- ------------------------------------------------------------
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
PN
- ------------------------------------------------------------
Page 5
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- ---------------------
CUSIP NO. 056359 10 2
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor Arbitrage Partners L.P.
TIN: 13-3496979
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------
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
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 46,692
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
46,692
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
46,692
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
Page 6
<PAGE>
- ---------------------
CUSIP NO. 056359 10 2
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor Global Trading LLC
TIN: 13-3862744
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------
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
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 46,692
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
46,692
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
46,692
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- ------------------------------------------------------------
Page 7
<PAGE>
- ---------------------
CUSIP NO. 056359 10 2
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tudor BVI Futures, Ltd.
TIN: n/a
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 458,400
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10 SHARED DISPOSITIVE POWER
458,400
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
458,400
- ------------------------------------------------------------
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
- ------------------------------------------------------------
Page 8
<PAGE>
Item 1. Security and Issuer
-------------------
This Amendment No. 2, dated June 26, 1996 to Statement on Schedule 13D
relates to the common stock, par value $.01 per share ("Common Stock"), of
BACHMAN Information Systems, Inc., a Massachusetts corporation (the "Company"),
and amends the Schedule 13D previously filed and amended by Tudor Investment
Corporation, a Delaware corporation ("TIC"), Paul Tudor Jones, II, a natural
person and a citizen of the United States ("Mr. Jones"), The Raptor Global Fund
Ltd., a company organized under the laws of the Cayman Islands ("Raptor Ltd."),
The Raptor Global Fund L.P., a Delaware limited partnership ("Raptor L.P."),
Tudor Arbitrage Partners L.P., a Delaware limited partnership ("TAP) and Tudor
BVI Futures, Ltd., a corporation organized under the laws of the British Virgin
Islands ("Tudor BVI", and collectively with TIC, Mr. Jones, Raptor Ltd., Raptor
L.P., TAP, and Tudor Global Trading LLC, a Delaware limited liability company
("TGT"), the "Reporting Persons")./*/ The summaries of information on schedules
attached hereto are qualified in their entirety by reference to such schedules,
which are incorporated by reference herein.
The Company's principal executive offices are located at 8 New England
Executive Park, Burlington, Massachusetts 01803.
Item 2. Identity and Background.
-----------------------
The Reporting Persons are TIC, Mr. Jones, Raptor Ltd., Raptor L.P.,
TAP, TGT and Tudor BVI. The business address of each of TIC, Mr. Jones, Raptor
L.P., TAP and TGT is c/o Tudor Investment Corporation, 600 Steamboat Road,
Greenwich, Connecticut 06830. The business address of each of Raptor Ltd. and
Tudor BVI is c/o Curacao International Trust Company N.V., Kaya Flamboyan 9,
Curacao, Netherlands Antilles.
TIC is an international money management firm that provides investment
advice to Raptor Ltd., Raptor L.P. and Tudor BVI, among others.
Mr. Jones' principal employment is as Chairman and Chief Executive
Officer of TIC of which he owns a majority of the capital stock and voting
securities.
- ---------------
/*/ For purposes of this Statement on Schedule 13D the Reporting Persons have
filed as a "group". Nevertheless, the Reporting Persons hereby disclaim that
they are members of a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934 or for any other purpose.
Page 9
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Each of Raptor Ltd., Raptor L.P., TAP and Tudor BVI is an investment
fund which principally invests in debt, equity, derivative securities and other
financial instruments for the benefit of the holders of its partnership, stock
and other capital securities.
TGT is the sole general partner of TAP.
The name, residence or business address, present principal occupation
or employment, the name, principal business and address of any corporation or
other organization in which such employment is conducted and the citizenship of
each natural person that is a director or executive officer of TIC, TGT, Raptor
Ltd. or Tudor BVI is set forth on Schedule I hereto and is incorporated by
reference herein. TIC is the sole general partner of Raptor L.P.
During the last five years, none of the Reporting Persons, or to the
best knowledge and belief of the Reporting Persons, any of the individuals
listed on Schedule I hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which any Reporting Person or any person listed on Schedule I was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting activities subject to, federal or state securities laws or
finding any violation of such law.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On November 21, 1994, Raptor Ltd., Raptor L.P. and TAP purchased an
aggregate of 762.195 shares of Series A Convertible Preferred Stock, par value
$1.00 per share ("Preferred Stock"), and 762.195 Common Stock Purchase Warrants
("Warrants") to purchase Common Stock for an aggregate purchase price of
$2,500,000. The shares of Preferred Stock and the Warrants beneficially owned
by each such Reporting Person were acquired in a private transaction with the
Company for cash funded by (i) capital contributions to such Reporting Person
and (ii) the proceeds of transactions with respect to prior investments held by
such Reporting Persons. The Shares of Preferred Stock were subsequently
converted into Common Stock and the Warrants to purchase shares of Common Stock
were subsequently exercised for cash funded by (i) capital contributions to
such Reporting Person and (ii) the proceeds of transactions with respect to
prior investments held by such Reporting Persons.
Page 10
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The remaining shares of Common Stock beneficially owned by each of
Raptor Ltd., Raptor L.P., TAP and Tudor BVI were acquired in open market
purchases for cash. The sources of the funds used to purchase the shares of
Common Stock by each of the Reporting Persons were (i) capital contributions to
such Reporting Person and (ii) the proceeds of transactions with respect to
prior investments held by such Reporting Persons.
Item 4. Purpose of Transaction.
----------------------
Each of Raptor Ltd., Raptor L.P., TAP and Tudor BVI initially acquired
the Common Stock beneficially owned by such Reporting Person for investment
purposes. Each of such Reporting Persons intends to continue to evaluate their
respective investments in Common Stock based on the Company's financial
condition, results of operations and prospects as well as other then existing or
anticipated facts and circumstances including general economic, market and other
financial conditions. Accordingly, each of the Reporting Persons reserves the
right to change its plans and intentions with respect to its investment in
securities of the Company at any time, as it deems appropriate. In particular,
each of the Reporting Persons may at any time and from time to time (i) acquire
additional shares of Common Stock, (ii) dispose of Common Stock, or (iii) enter
into privately negotiated derivative transactions with institutional
counterparties to hedge the market risk of some or all of its positions in the
Common Stock. There can be no assurance that any Reporting Person will increase
or decrease his investment in the Company or as to the number of shares of
Common Stock or derivative securities that may be bought or sold in any such
transactions.
Except as set forth in this Schedule 13D, none of the Reporting
Persons currently has any plans or proposals which relate to or would result in
any of the transactions, actions or events enumerated in paragraphs (a) through
(j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Attached hereto as Schedule II is a list of the transactions by each
of the Reporting Persons in Common Stock since December 9, 1995.
Because TIC is the sole general partner of Raptor L.P. and provides
investment advisory services to Raptor Ltd., Raptor L.P. and Tudor BVI, TIC may
be deemed to beneficially own the shares of Common Stock owned by each of such
Reporting Persons.
Page 11
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TGT, as the sole general partner of TAP, may be deemed to
beneficially own the shares of Common Stock owned by TAP. In addition, because
Mr. Jones owns a majority of the capital stock and voting securities of TIC and
indirectly owns a majority of the equity interests in TGT, Mr. Jones may be
deemed to beneficially own the shares of Common Stock deemed beneficially owned
by TIC and TGT.
Based on the information provided by the Company that there are
approximately 12,737,872 shares of Common Stock issued and outstanding as of May
9, 1996, each Reporting Person beneficially owns (or, with respect to TIC, Mr.
Jones and TGT, may be deemed to beneficially own) the number and percentage of
outstanding shares of Common Stock listed in the responses to Items 11 and 13,
respectively, of the cover page filed herewith for such Reporting Person. In
addition, the number of shares of Common Stock beneficially owned (or, with
respect to TIC, Mr. Jones and TGT, which may be deemed beneficially owned) by
each Reporting Person with respect to which such Reporting Person (i) has sole
voting power, (ii) shares voting power, (iii) has sole dispositive power and
(iv) shares dispositive power are listed in the responses to Items 7, 8, 9 and
10, respectively, of the cover page filed herewith for such Reporting Person.
The voting and dispositive power is reported as shared because each of the
Reporting Persons (other than TIC and Mr. Jones) has the power to remove TIC as
its investment advisor or general partner. Each of the Reporting Persons (other
than TIC and Mr. Jones) expressly disclaim beneficial ownership of the shares of
Common Stock beneficially owned by any other Reporting Person and each of TIC,
Mr. Jones and TGT disclaim beneficial ownership of the Common Stock beneficially
owned by Raptor Ltd., Raptor L.P., TAP, Tudor BVI and, in the case of TIC and
Mr. Jones, TGT.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities
of the Issuer
-------------------------------------------
Pursuant to the Preferred Stock Purchase Agreement, dated as of
November 21, 1994 (the "Purchase Agreement"), among the Company and the
purchasers listed on Schedule A thereto (the "Purchasers"), Raptor Ltd., Raptor
L.P. and TAP purchased an aggregate of 762.195 shares of Preferred Stock and
762.195 Warrants. The Purchase Agreement, including all exhibits, was filed as
Exhibit 1 to the original Schedule 13D of the Reporting Persons. A copy of each
of the (i) Statement of Rights and Preferences of Series A Convertible Preferred
Stock of the Company and (ii) the form of Warrant are attached as Exhibits B and
C, respectively, to the Purchase Agreement. The shares of Preferred Stock were
subsequently converted into shares of Common Stock and
Page 12
<PAGE>
the Warrants were subsequently exercised for shares of Common Stock.
In connection with the consummation of the transactions contemplated
by the Purchase Agreement, the Company entered into a Registration Rights
Agreement, dated November 21, 1994 (the "Registration Rights Agreement"), with
the Purchasers. The Registration Rights Agreement expires on November 21, 1997.
Pursuant to the Registration Rights Agreement, the Purchasers were granted
certain piggy-back and demand registration rights with respect to the shares of
Common Stock issuable upon the conversion of the Preferred Stock and exercise of
the Warrants ("Registrable Securities"). Subject to the terms and conditions of
the Registration Rights Agreement, upon the written request of holders of more
than 10% of the then outstanding Registrable Securities, the Company shall use
its best efforts to cause such shares to be registered on Form S-2 or S-3 under
the Securities Act of 1933, as amended (the "Securities Act"). The Company has
agreed to pay certain fees and expenses incurred in connection with the exercise
of such registration rights and has agreed to indemnify the holders of
Registrable Securities against certain liabilities, including those arising
under the Securities Act. Certain of the Purchasers, including Raptor Ltd.,
Raptor L.P. and TAP, subsequently requested that the Company file and keep
effective a registration statement on Form S-3 for a public offering of the
Registrable Securities from time to time on a continuous basis pursuant to Rule
415 under the Securities Act. Such registration statement remains effective. A
copy of the Registration Rights Agreement is attached as Exhibit D to the
Purchase Agreement which was filed as Exhibit 1 to the original Schedule 13D of
the Reporting Persons.
Item 7. Material to Be Filed as Exhibits
--------------------------------
(1) Purchase Agreement (previously filed)
(2) Joint Filing Agreement (previously filed)
Page 13
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Dated: June 26, 1996
TUDOR INVESTMENT CORPORATION
By: /s/ Andrew S. Paul
------------------
Name: Andrew S. Paul
Title: Vice President &
General Counsel
/s/ Paul Tudor Jones, II
------------------------
Paul Tudor Jones, II
THE RAPTOR GLOBAL FUND LTD.
By: TUDOR INVESTMENT CORPORATION,
Trading Advisor
By: /s/ Andrew S. Paul
------------------------
Name: Andrew S. Paul
Title: Vice President &
General Counsel
THE RAPTOR GLOBAL FUND L.P.
By: TUDOR INVESTMENT CORPORATION,
General Partner
By: /s/ Andrew S. Paul
------------------------
Name: Andrew S. Paul
Title: Vice President &
General Counsel
Page 14
<PAGE>
TUDOR ARBITRAGE PARTNERS L.P.
By: TUDOR GLOBAL TRADING LLC,
General Partner
By: /s/ Andrew S. Paul
------------------------
Name: Andrew S. Paul
Title: Vice President &
General Counsel
TUDOR GLOBAL TRADING LLC
By: /s/ Andrew S. Paul
------------------------
Name: Andrew S. Paul
Title: Vice President &
General Counsel
TUDOR BVI FUTURES, LTD.
By: TUDOR INVESTMENT CORPORATION,
Trading Advisor
By: /s/ Andrew S. Paul
------------------------
Name: Andrew S. Paul
Title: Vice President &
General Counsel
Page 15
<PAGE>
Schedule I
EXECUTIVE OFFICERS AND DIRECTORS
OF THE REPORTING PERSONS
I. TIC
The name, residence or business address, present principal occupation
or employment, the name, principal business and address of any corporation or
other organization in which such employment is conducted and the citizenship of
each executive officer or director of TIC is set forth below. Unless otherwise
indicated (i) the principal occupation or employment of such person is as an
executive officer or director of TIC, (ii) the business address of such person
is c/o TIC at the address of TIC set forth under Item 2 of this Schedule 13D,
(iii) such person is a citizen of the United States and (iv) to the knowledge of
the Reporting Persons, such person does not beneficially own and has not had any
transactions in the Common Stock.
Principal Occupation/
Name Business Address
- ---- -----------------------------
Paul Tudor Jones, II/*/ Chairman of the Board of Directors, Chief
Executive Officer of TIC.
Mark F. Dalton Director, President and Chief Operating
Officer of TIC.
Patrick A. Keenan Director, Vice President and Chief
Financial Officer of TIC.
Mark A. Heffernan Director of TIC. Mr. Heffernan trades in
Citizen of United securities and other financial instruments
Kingdom for Tudor Proprietary Trading L.L.C. and certain
investment funds advised by Tudor Capital (U.K.),
L.P., both of which are located at The Upper Mill,
Kingston Road, Ewell, Surrey KT17 2AF, England.
Andrew S. Paul Director, Vice President, General
Counsel and Corporate Secretary of TIC.
Richard L. Fisher Director of TIC. Mr. Fisher is Vice President of
Investments and Acquisitions and a Managing Director of
Dunavant Enterprises, Inc., 3797 Getwell Road, Memphis,
TN 38118.
- ---------------
/*/ See Item 5 of this Schedule 13D for a discussion of Mr. Jones' potential
beneficial ownership of Common Stock.
Page 16
<PAGE>
II. RAPTOR LTD.
The name, residence or business address, present principal occupation
or employment, the name, principal business and address of any corporation or
other organization in which such employment is conducted and the citizenship of
each executive officer or director of Raptor Ltd. is set forth below. Unless
otherwise indicated (i) the principal occupation or employment of such person is
as set forth below, (ii) the business address of such person is c/o Inter
Caribbean Services Ltd., (iii) such person is a citizen of the country set forth
below and (iv) to the knowledge of the Reporting Persons, such person does not
beneficially own and has not had any transactions in the Common Stock.
Principal Occupation/
Name Business Address
- ---- ---------------------------
Inter Caribbean Services Ltd. Director of Raptor Ltd. The principal
Incorporated in British place of business of Inter Caribbean
Virgin Islands Services Ltd. is c/o Curacao
International Trust Company N.V. ("CITCO"), Kaya
Flamboyan 9, Netherlands Antilles.
Bernard A. Loze Director of Raptor Ltd. Chairman and Chief
Citizen of France Executive Officer of Loze et Associe, 43, Avenue
Marceau, Paris 75116, France, which is a
consulting firm that provides financial and
investment advice to international clients.
Arpad A. Busson Director of Raptor Ltd. Chairman of European
Citizen of France Investment Managers, c/o Harney, Westwood &
Riegels, P.O. Box 71, Road Town, Tortola, British
Virgin Islands, which is a consulting and money
management firm.
Page 17
<PAGE>
III. TUDOR GLOBAL TRADING LLC
The name and present principal occupation or employment of each
executive officer of TGT is set forth below. Each of such persons holds
identical titles for TIC and TGT. The business address of such person is c/o
TIC at the address of TIC set forth under Item 2 of this Schedule 13D, each such
person is a citizen of the United States and to the knowledge of the Reporting
Persons, such person does not beneficially own and has not had any transactions
in the Common Stock.
Name Principal Occupation
- ---- ---------------------------------
Paul Tudor Jones, II/*/ Chairman of the Board of Directors, Chief
Executive Officer of TIC.
Mark F. Dalton Director, President and Chief Operating
Officer of TIC.
Patrick A. Keenan Director, Vice President and Chief
Financial Officer of TIC.
Andrew S. Paul Director, Vice President, General
Counsel and Corporate Secretary of TIC.
- ---------------
/*/ See Item 5 of this Schedule 13D for a discussion of Mr. Jones' potential
beneficial ownership of Common Stock.
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IV. TUDOR BVI
The name, residence or business address, present principal occupation
or employment, the name, principal business and address of any corporation or
other organization in which such employment is conducted and the citizenship of
each executive officer or director of Tudor BVI is set forth below. To the
knowledge of the Reporting Persons, the below listed persons neither currently
beneficially own nor have had any transactions in the Common Stock.
Principal Occupation/
Name Business Address
- ---- -------------------------------
Inter Caribbean Services Ltd. Director of Tudor BVI. See information under
Raptor Ltd.
David P. d'Abrumenil Director of Tudor BVI.
Citizen of United Kingdom Chairman, Lionspring Enterprises Limited, 36 John
Street, London WC1N 2AT, England, which is a
financial consulting firm.
Jean-Pierre Jacquemoud Director of Tudor BVI. Attorney,
Citizen of Switzerland Jacquemoud & Stanislas, 2, rue Bellow,
Geneva 1206, Switzerland.
Bernard A. Loze Director of Tudor BVI. See information
under Raptor Ltd.
Arpad A. Busson Director of Tudor BVI. See information
under Raptor Ltd.
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Schedule II
TRANSACTIONS
All shares of Common Stock were purchased or sold in open market
transactions for cash.
Tudor BVI
- -------------
Date Transaction # Shares $/Share
- ------------- -------------------------- -------- -------
4/11/96 Purchase 115,500 $9.2500
4/22/96 Sale 35,000 $9.6250
4/22/96 Sale 1,000 $9.6250
6/4/96 Purchase 14,400 $8.2500
6/14/96 Sale 25,500 $8.9199
6/17/96 Sale 4,500 $9.0000
6/17/96 Sale 6,700 $9.1250
6/20/96 Sale 9,000 $8.0000
Total Common Stock beneficially owned as of
the date this Schedule 13D: 458,400
Raptor L.P.
- -------------
Date Transaction # Shares $/Share
- ------------- --------------------------- -------- -------
4/11/96 Sale 73,600 $9.2500
4/22/96 Sale 13,800 $9.6250
4/22/96 Sale 400 $9.6250
6/4/96 Purchase 2,300 $8.2500
6/14/96 Sale 9,800 $8.9199
6/17/96 Sale 1,700 $9.0000
6/17/96 Sale 2,600 $9.1250
6/20/96 Sale 3,500 $8.0000
Total Common Stock beneficially owned as of
the date of this Schedule 13D: 176,544
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TAP
- -------------
Date Transaction # Shares $/Share
- ------------- ------------------------ -------- -------
4/11/96 Sale 46,500 $9.2500
4/22/96 Sale 5,334 $9.6250
4/22/96 Sale 100 $9.6250
6/4/96 Sale 23,200 $8.2500
6/14/96 Sale 2,600 $8.9199
6/17/96 Sale 500 $9.0000
6/17/96 Sale 700 $9.1250
6/20/96 Sale 900 $8.0000
Total Common Stock beneficially owned as of
the date of this Schedule 13D: 46,692
Raptor Ltd.
- -------------
Date Transaction # Shares $/Share
- ------------- ------------------------ -------- -------
4/11/96 Purchase 4,600 $9.2500
4/22/96 Sale 25,900 $9.6250
4/22/96 Sale 700 $9.6250
6/4/96 Purchase 6,500 $8.2500
6/14/96 Sale 18,700 $8.9199
6/17/96 Sale 3,300 $9.0000
6/17/96 Sale 5,000 $9.1250
6/20/96 Sale 6,600 $8.0000
Total Common Stock beneficially owned as of
the date of this Schedule 13D: 336,764
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