SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Fruehauf Trailer Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
359397106
(CUSIP Number)
Mark D. Lerner
Vice President, Secretary and Treasurer
Chesapeake Partners Management Co., Inc.
1829 Reisterstown Road, Suite 220
Baltimore, Maryland 21208
(410) 602-0195
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 27, 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 this statement: / /
----
Index of Exhibits appears on page 12
Page 1 of 15 Pages
<PAGE>
CUSIP No. 359397106
( 1) NAMES OF REPORTING PERSONS / S.S. or I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS:
Chesapeake Partners Management Co., Inc.
I.R.S. Identification No. - 52-1745745
( 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
-----
(a) / XX /
-----
-----
(b) / /
-----
( 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:
Maryland
NUMBER OF ( 7) SOLE VOTING POWER: None
SHARES BENE-
FICIALLY ( 8) SHARED VOTING POWER: 1,888,300
OWNED BY
EACH ( 9) SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER: 1,888,300
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,888,300
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
-----
/ /
-----
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
4.8%
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
CUSIP No. 359397106
( 1) NAMES OF REPORTING PERSONS / S.S. or I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS:
Chesapeake Partners Limited Partnership
I.R.S. Identification No. - 54-1599401
( 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
-----
(a) / XX /
-----
-----
(b) / /
-----
( 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:
Maryland
NUMBER OF ( 7) SOLE VOTING POWER: None
SHARES BENE-
FICIALLY ( 8) SHARED VOTING POWER: 1,574,000
OWNED BY
EACH ( 9) SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER: 1,574,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,574,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
-----
/ /
-----
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
4.0%
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
CUSIP No. 359397106
( 1) NAMES OF REPORTING PERSONS / S.S. or I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS:
Chesapeake Partners Institutional Fund Limted Partnership
I.R.S. Identification No. - 52-1782815
( 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
-----
(a) / XX /
-----
-----
(b) / /
-----
( 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:
Maryland
NUMBER OF ( 7) SOLE VOTING POWER: None
SHARES BENE-
FICIALLY ( 8) SHARED VOTING POWER: 92,300
OWNED BY
EACH ( 9) SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER: 92,300
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
92,300
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
-----
/ /
-----
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
0.2%
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE>
CUSIP No. 359397106
( 1) NAMES OF REPORTING PERSONS / S.S. or I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS:
Chesapeake Partners International, Ltd.
I.R.S. Identification No. - None Required
( 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
-----
(a) / XX /
-----
-----
(b) / /
-----
( 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:
Maryland
NUMBER OF ( 7) SOLE VOTING POWER: None
SHARES BENE-
FICIALLY ( 8) SHARED VOTING POWER: 222,000
OWNED BY
EACH ( 9) SOLE DISPOSITIVE POWER: None
REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER: 222,000
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
222,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
-----
/ /
-----
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
0.6%
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
This Amendment No. 2 amends and supplements the Schedule 13D (the
"Statement") filed on February 28, 1994 and Amendment No. 1 filed on June 29,
1994 by Chesapeake Partners Management Co., Inc. with respect to Freuhauf
Trailer Corporation. Unless otherwise indicated, all capitalized terms used but
not herein defined shall have the meanings ascribed to them by the Statement.
Because this Amendment No. 2 represents the first electronic amendment to a
paper format Schedule 13D, the entire text of the Schedule 13D is herein
restated as amended.
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Common Stock, par value $0.01
per share (the "Shares"), of Fruehauf Trailer Corporation, a Delaware
corporation (the "Issuer"). The Issuer's principal executive offices are located
at 111 Monument Circle, Suite 3200, Indianapolis, Indiana, 46204.
Item 2. Identity and Background.
This Statement is being filed by Chesapeake Partners Management Co., Inc.,
a Maryland corporation ("CPMC"), in respect of Shares held directly by
Chesapeake Partners Limited Partnership, a Maryland limited partnership
("CPLP"), Chesapeake Partners Institutional Fund Limited Partnership, a Maryland
limited partnership ("CPIF"), and Chesapeake Partners International Ltd., a
corporation organized in the Cayman Islands ("CPIL"). CPMC is the general
partner of CPLP and CPIF and is the Investment Manager of CPIL. CPMC is
principally engaged in the business of investment management and related
activities. The principal business address for each entity is 1829 Reisterstown
Road, Suite 220, Baltimore, Maryland 21208, except CPIL's principal business
address is P. O. Box 896, Harbour Centre, 2nd Floor, North Church Street, George
Town, Grand Cayman, Cayman Islands.
Through its position as general partner of CPLP and CPIF, and as Investment
Manager of CPIL, CMPC for purposes of federal securities laws, may be deemed to
beneficially own the securities held of record by CPLP, CPIF, and CPIL. In
addition, CPMC and its executive officers and directors may beneficially own
Shares of the Issuer. Therefore, this Statement is
6
<PAGE>
being filed for the Group - CPMC, CPLP, CPIF, and CPIL. A Joint Filing Agreement
is attached as Exhibit B hereto and is incorporated herein by reference in its
entirety.
The name, citizenship, residence or 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, of each
executive officer and director of CPMC and CPIL were set forth in Exhibit B to
the Statement and is incorporated herein by reference in its entirety.
Neither CPLP, CPIF, CPIL, nor CPMC and, to the best knowledge of CPMC, none
of the executive officers and directors listed on Exhibit B hereto, has, during
the last five years, (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and 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.
Item 3. Source and Amount of Funds or Other Consideration.
CPMC, CPLP, CPIF and CPIL generally fund their equity positions through a
variety of unsecured financing sources.
Item 4. Purpose of Transaction.
Each of CPLP, CPIF, and CPIL (through CPMC) obtained the Shares in the
ordinary course of business through CPMC's investment management activities and
not with the purpose nor with the effect of changing or influencing the control
of the Issuer, nor in connection with or as a participant in any transaction
having such purpose or effect.
CPLP, CPIF, and CPIL hold the Shares for investment purposes and, together
with CPMC, have no plans for any transaction involving the Issuer as set forth
in paragraphs (a) through (j) of Item 4 of Schedule 13D. CPLP, CPIF, and CPIL
(through CPMC) may buy or sell shares of the Issuer in the future. The Shares
were acquired in transactions effected on the New York Stock Exchange and in
private transactions.
7
<PAGE>
Item 5. Interest in Securities of Issuer.
The Company has 39,212,454 Shares outstanding at August 14, 1996, according
to the Company's report on Form 10-Q for the period ending June 30, 1996. As
described below, CPMC, CPLP, CPIF and CPIL now own less than 5% of the Shares
and therefore will not be required to file further Amendments to the Statement.
CPMC may be deemed to beneficially own 1,888,300 Shares, which constitutes
approximately 4.8% of the outstanding Shares. CPMC may be deemed to have sole
voting power with respect to 0 Shares; has shared voting power with respect to
1,888,300 of the Shares; may be deemed to have sole dispositive power with
respect to 0 Shares; and has shared dispositive power with respect to 1,888,300
of the Shares.
CPLP beneficially owns 1,574,000 Shares, which constitutes approximately
4.0% of the outstanding Shares. CPLP has sole voting power with respect to 0 of
the Shares; has shared voting power with respect to 1,574,000 of the Shares; has
sole dispositive power with respect to 0 of the Shares; and has shared
dispositive power with respect to 1,574,000 of the Shares.
CPIF beneficially owns 92,300 Shares, which constitutes approximately 0.2%
of the outstanding Shares. CPIF has sole voting power with respect to 0 of the
Shares; has shared voting power with respect to 92,300 of the Shares; has sole
dispositive power with respect to 0 of the Shares; and has shared dispositive
power with respect to 92,300 of the Shares.
CPIL beneficially owns 222,000 Shares, which constitutes approximately 0.6%
of the outstanding Shares. CPIL has sole voting power with respect to 0 of the
Shares; has shared voting power with respect to 222,000 of the Shares; has sole
dispositive power with respect to 0 of the Shares; and has shared dispositive
power with respect to 222,000 of the Shares.
Exhibit A to this Statement, which is hereby incorporated by reference in
its entirety, contains information describing transactions in Shares by CPLP,
CPIF and CPIL (through CPMC) effected during the past 60 days. To the best
knowledge of CPMC, none of the executive officers and directors listed in
Exhibit B hereto has effected any transaction in the Shares in the past 60 days.
8
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not Applicable.
Item 7. Material to be filed as Exhibits.
The Index of Exhibits attached to this Amendment No. 2 is hereby
incorporated herein by reference in its entirety.
9
<PAGE>
SIGNATURE
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: August 27, 1996
CHESAPEAKE PARTNERS
MANAGEMENT CO., INC.
By: /s/ Mark D. Lerner
--------------------------------
Name: Mark D. Lerner
Title: Vice President
CHESAPEAKE PARTNERS LIMITED
PARTNERSHIP
By: CHESAPEAKE PARTNERS
MANAGEMENT CO., INC.,
General Partner
By: /s/ Mark D. Lerner
--------------------------------
Name: Mark D. Lerner
Title: Vice President
CHESAPEAKE PARTNERS
INSTITUTIONAL FUND LIMITED PARTNERSHIP
By: CHESAPEAKE PARTNERS
MANAGEMENT CO., INC.,
General Partner
By: /s/ Mark D. Lerner
--------------------------------
Name: Mark D. Lerner
Title: Vice President
10
<PAGE>
CHESAPEAKE PARTNERS
INTERNATIONAL, LTD.
By: CHESAPEAKE PARTNERS
MANAGEMENT CO., INC.,
Investment Manager
By: /s/ Mark D. Lerner
--------------------------------
Name: Mark D. Lerner
Title: Vice President
11
<PAGE>
INDEX OF EXHIBITS
Number Description Page
Exhibit A Information concerning transactions
in Shares of Fruehauf Trailer Corporation 13
Exhibit B Joint Filing Agreement 14
12
<PAGE>
EXHIBIT A
Purchaser Trade Date Quantity Price Transaction
Chesapeake Partners
Limited Partnership 08/20/96 249,900 $0.48 Sale
08/21/96 164,000 $0.43 Sale
08/22/96 62,500 $0.44 Sale
08/23/96 59,600 $0.43 Sale
08/26/96 43,100 $0.44 Sale
Chesapeake Partners
Institutional Fund
Limited Partnership 08/20/96 14,700 $0.48 Sale
08/21/96 9,700 $0.43 Sale
08/22/96 3,700 $0.44 Sale
08/23/96 3,500 $0.43 Sale
08/26/96 2,500 $0.44 Sale
Chesapeake Partners
International Ltd. 08/20/96 35,400 $0.48 Sale
08/21/96 23,300 $0.43 Sale
08/22/96 8,800 $0.44 Sale
08/23/96 8,400 $0.43 Sale
08/26/96 6,100 $0.44 Sale
13
<PAGE>
EXHIBIT B
The undersigned each hereby agrees that Amendment No. 2 to Schedule 13D to
which this Joint Filing Agreement is an Exhibit herewith and any amendments
thereto relating to the sale of shares of Common Stock, par value $0.01 per
share, of FRUEHAUF TRAILER CORPORATION., a Delaware corporation, is filed
jointly on behalf of each such person.
Dated: August 27, 1996
CHESAPEAKE PARTNERS
MANAGEMENT CO., INC.
By: /s/ Mark D. Lerner
--------------------------------
Name: Mark D. Lerner
Title: Vice President
CHESAPEAKE PARTNERS LIMITED
PARTNERSHIP
By: CHESAPEAKE PARTNERS
MANAGEMENT CO., INC.,
General Partner
By: /s/ Mark D. Lerner
--------------------------------
Name: Mark D. Lerner
Title: Vice President
CHESAPEAKE PARTNERS
INSTITUTIONAL FUND LIMITED PARTNERSHIP
By: CHESAPEAKE PARTNERS
MANAGEMENT CO., INC.,
General Partner
By: /s/ Mark D. Lerner
--------------------------------
Name: Mark D. Lerner
Title: Vice President
14
<PAGE>
CHESAPEAKE PARTNERS
INTERNATIONAL, LTD.
By: CHESAPEAKE PARTNERS
MANAGEMENT CO., INC.,
Investment Manager
By: /s/ Mark D. Lerner
--------------------------------
Name: Mark D. Lerner
Title: Vice President
15
<PAGE>
