SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 2)
Laser-Pacific Media Corporation
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock - $.0001 par value
- -----------------------------------------------------------------------------
(Title of Class of Securities)
517923108
- -----------------------------------------------------------------------------
(CUSIP Number)
Arthur Goetchius
EGS Partners, L.L.C. (formerly EGS Partners, L.P.)
300 Park Avenue
New York, New York 10022
(212) 755-9000
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 22, 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 [x].
(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 less than five percent
of such class. See Rule 13d-7.)
Page 1 of 18 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EGS Associates, 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 ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
82,166
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
82,166
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
82,166
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.16%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 18 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EGS Partners, L.L.C.
_____________________________________________________________________________
(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 ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
106,219
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
106,219
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
106,219
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.50%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 18 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Bev Partners, 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 ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
71,958
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
71,958
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
71,958
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.02%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 18 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jonas Partners, 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 ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
31,187
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
31,187
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
31,187
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.44%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 18 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
William Ehrman
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
AF PF OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
6,200
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
301,230
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
6,200
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
301,230
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
307,430
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.35%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT
Page 6 of 18 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jonas Gerstl
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
PF AF OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
303,430
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
303,430
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
303,430
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.29%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT
Page 7 of 18 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Frederick Ketcher
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
AF OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
291,530
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
291,530
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
291,530
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.12%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT
Page 8 of 18 Pages
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Frederick Greenberg
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
AF PF OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
291,530
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
291,530
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
291,530
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.12%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT
Page 9 of 18 Pages
<PAGE>
The Schedule 13D, as amended by Amendment No. 1 thereto (the "Schedule
3D"), of (i) EGS Associates, L.P., a Delaware limited partnership ("EGS
Associates"), (ii) EGS Partners, L.P., a Delaware limited partnership and a
registered investment adviser ("EGS Partners"), (iii) BEV Partners, L.P., a
Delaware limited partnership ("BEV Partners"), (iv) Jonas Partners, L.P., a
Delaware limited partnership ("Jonas Partners"), (v) William Ehrman, (vi)
Frederic Greenberg, (vii) Frederick Ketcher, (viii) Salvatore P. DiFranco, Jr.
and (ix) Jonas Gerstl, relating to the common stock, par value $.0001 per
share (the "Common Stock"), issued by Laser-Pacific Media Corporation (the
"Company"), is hereby further amended and restated by this Amendment No. 2 to
the Schedule 13D as follows:
Item 1. Security and Issuer.
This statement relates to the common stock, $.0001 par value (the
"Common Stock"), issued by Laser-Pacific Media Corporation, a Delaware
corporation (the "Company"), whose principal executive offices are 809 N.
Cahuenga Boulevard, Hollywood, California 90038.
Item 2. Identity and Background.
(a) This statement is filed by (i) EGS Associates, L.P., a Delaware
limited partnership ("EGS Associates"), with respect to shares of Common Stock
beneficially owned by it, (ii) EGS Partners, L.L.C., a Delaware limited
liability company ("EGS Partners"), with respect to shares of Common Stock
held in discretionary accounts managed by EGS Partners, (iii) BEV Partners,
L.P., a Delaware limited partnership ("BEV Partners"), with respect to shares
of Common Stock beneficially owned by it, (iv) Jonas Partners, L.P., a
Delaware limited partnership ("Jonas Partners"), with respect to shares of
Common Stock beneficially owned by it, (v) William Ehrman, with respect to
shares of Common Stock beneficially owned by him and members of his immediate
family, EGS Associates, EGS Partners, BEV Partners and Jonas Partners, (vi)
Frederic Greenberg, with respect to shares of Common Stock beneficially owned
by EGS Associates, EGS Partners, BEV Partners and Jonas Partners, (vii)
Frederick Ketcher, with respect to shares of Common Stock beneficially owned
by EGS Associates, EGS Partners, BEV Partners and Jonas Partners, and (viii)
Jonas Gerstl, with respect to shares of Common Stock beneficially owned by him
and members of his immediate family, EGS Associates, EGS Partners, BEV
Partners and Jonas Partners. The foregoing persons hereinafter sometimes are
referred to collectively as the "Reporting Persons". Any disclosures herein
with respect to persons other than Reporting Persons are made on information
and belief after making inquiry to the appropriate party.
The general partners of EGS Associates, EGS Partners, BEV Partners
and Jonas Partners are William Ehrman, Frederic Greenberg, Frederick Ketcher,
and Jonas Gerstl (collectively, the "General Partners").
Page 10 of 18 Pages
<PAGE>
(b) The address of the principal business and principal office of EGS
Associates, EGS Partners, BEV Partners, Jonas Partners and each of the General
Partners is 100 E. 42nd St., New York, New York 10017.
(c) The principal business of each of EGS Associates, BEV Partners and
Jonas Partners is that of a private investment firm, engaging in the purchase
and sale of securities for investment for its own account. The principal
business of EGS Partners is that of an investment adviser, engaging in the
purchase and sale of securities for investment on behalf of discretionary
accounts. The present principal occupations of the General Partners are as
general partners of EGS Associates, EGS Partners, BEV Partners, Jonas Partners
and The Pharmaceutical/Medical Technology Fund, L.P., a Delaware limited
partnership. In addition, each of Messrs. Ehrman, Greenberg, Ketcher and
Gerstl are directors of EGS Securities Corp., an affiliated company whose
principal business is that of a registered broker-dealer.
(d) None of the persons referred to in paragraph (a) above has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has, during
the last five years, 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.
(f) Each of the individuals referred to in paragraph (a) above is a
United States citizen. EGS Associates, EGS Partners, BEV Partners and Jonas
Partners are Delaware limited partnerships.
Item 3. Source and Amount of Funds or Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock beneficially owned by EGS Associates, EGS Partners, BEV Partners
and Jonas Partners is approximately $259,642, $325,273, $245,053 and $198,401,
respectively.
The net investment cost of the shares of Common Stock owned directly by Mr.
Gerstl and members of his immediate family is approximately $21,106 (excluding
commissions).
The net investment cost of the shares of Common Stock owned directly by Mr.
Ehrman and members of his immediate family is approximately $35,101 (excluding
commissions).
Page 11 of 18 Pages
<PAGE>
The shares of Common Stock beneficially owned by EGS Associates, EGS Partners,
BEV Partners and Jonas Partners are held in commingled margin accounts
maintained at Bear, Stearns & Co. Inc., and from time to time may have debit
balances. The shares of Common Stock beneficially owned by Mr. Ehrman and
members of his immediate family are held in commingled margin accounts
maintained at Paine Webber, Incorporated and Bishop, Rosen & Co. and from time
to time may have debit balances. The shares owned by Mr. Gerstl and members
of his immediate family are held in cash and margin accounts maintained at
Morgan Stanley & Co. Incorporated. Since other securities are held in such
margin accounts, it is impracticable to determine the amounts, if any, of
margin used with respect to the shares of Common Stock purchased or sold.
Currently, the interest rate charged on the various margin accounts is
approximately 5% per annum.
Item 4. Purpose of Transaction.
The purpose of the acquisition of shares of the Common Stock by the Reporting
Persons is for investment. Each may make further purchases of the Common
Stock from time to time and may dispose of any or all of the shares of the
Common Stock held by it or him at any time. None of the Reporting Persons has
any plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule
13D. Such entities and persons may, at any time and from time to time, review
or reconsider their position with respect to the Company, and formulate plans
or proposals with respect to any of such matters, but have no present
intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each person herein is based upon 7,068,172
shares outstanding, which is the total number of shares of Common Stock
outstanding as of March 29, 1996, as reflected in the Company's quarterly
report on Form 10-K filed with the Securities and Exchange Commission (the
"Commission") for the fiscal year ended December 31, 1996 (which is the most
recent Form 10-K on file).
As of the close of business on April 22, 1996:
EGS Associates owns beneficially 82,166 shares of Common Stock constituting
approximately 1.16% of the shares outstanding.
EGS Partners owns directly no shares of Common Stock. By reason of the
provisions of Rule 13d-3 of the Securities and Exchange Act of 1934, as
amended (the "Act"), EGS Partners may be deemed to own beneficially 106,219
shares (approximately 1.50% of the shares outstanding) purchased for
discretionary accounts managed by it.
BEV Partners owns beneficially 71,958 shares of Common Stock constituting
approximately 1.02% of the shares outstanding.
Page 12 of 18 Pages
<PAGE>
Jonas Partners owns beneficially 31,187 shares of Common Stock constituting
approximately 0.44% of the shares outstanding.
Mr. Ehrman owns directly and beneficially through ownership by members of his
immediate family 15,900 shares constituting approximately 0.22% of the shares
outstanding.
Mr. Gerstl owns directly and beneficially through ownership by members of his
immediate family 11,900 shares constituting approximately 0.17% of the shares
outstanding.
As of April 22, 1996, neither of Messrs. Greenberg or Ketcher owns directly
any shares of Common Stock.
By reason of the provisions of Rule 13d-3 of the Act, each of the General
Partners may be deemed to own beneficially the 82,166 shares owned by EGS
Associates, the 106,219 shares beneficially owned by EGS Partners, the 71,958
shares beneficially owned by BEV Partners and the 31,187 shares owned by Jonas
Partners. When the shares beneficially owned by EGS Associates, EGS Partners,
BEV Partners and Jonas Partners are aggregated, they total 291,530 shares of
Common Stock, constituting approximately 4.12% of the shares outstanding.
In the aggregate, the Reporting Persons beneficially own a total of 319,330
shares of Common Stock, constituting approximately 4.52% of the shares
outstanding.
(b)(i) Each of EGS Associates, EGS Partners (with respect to shares
owned by discretionary accounts), BEV Partners and Jonas Partners has the
power to vote and to dispose of the shares of Common Stock beneficially owned
by it, which power may be exercised by the General Partners. Each of the
discretionary accounts is a party to an investment management agreement with
EGS Partners pursuant to which EGS Partners has investment authority with
respect to securities held in such account.
(ii) Mr. Gerstl has the sole power to vote and dispose of the
shares owned directly by him and the shared power to vote and dispose of
shares owned by members of his immediate family.
(iii) Mr. Greenberg has the sole power to vote and dispose of the
shares owned directly by him and the shared power to vote and dispose of
shares owned by members of his immediate family.
(c) The trading dates, number of shares of Common Stock purchased or sold
and price per share for all transactions in the Common Stock during the period
from the 60th day prior to April 22, 1996, by EGS Partners, BEV Partners and
Jonas Partners are set forth in Schedules A, B, and C, respectively. All such
transactions were open market transactions (except as otherwise indicated) and
were effected in the over-the-counter market. During the past sixty (60) days
none of Messrs. Ehrman, Greenberg, Gerstl or Ketcher has entered into any
transactions in the Common Stock.
Page 13 of 18 Pages
<PAGE>
(d) No person other than each respective record owner referred to herein
of shares of Common Stock is known to have the right to receive or the power
to direct the receipt of dividends from or the proceeds of sale of such shares
of Common Stock.
(e) EGS Partners, EGS Associates, Bev Partners, Jonas Partners and Messrs.
Ehrman, Greenberg, Ketcher and Gerstl ceased to be the beneficial owners of 5%
or more of the Common Stock on April 19, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 hereof or between such persons
and any other person with respect to any securities of the Company, including
but not limited to transfer or voting of any other securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of
proxies.
Item 7. Items to be Filed as Exhibits.
1. There is incorporated herein by reference a written agreement relating
to the filing of joint acquisition statements as required by Rule 13d-1(f)(1)
of the Act filed as Exhibit 1 a with the initial Schedule 13D.
Page 14 of 18 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated:
/s/ William Ehrman
William Ehrman individually, as general partner of each of EGS ASSOCIATES,
L.P., BEV PARTNERS, L.P. and JONAS PARTNERS, L.P., and as member of EGS
PARTNERS, L.P.
/s/ Frederic Greenberg
Frederic Greenberg individually, and as general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS, L.P. and JONAS PARTNERS, L.P., and as member
of EGS PARTNERS, L.L.C.
/s/ Frederick Ketcher
Frederick Ketcher individually, and as general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS, L.P. and JONAS PARTNERS, L.P., and as member
of EGS PARTNERS, L.L.C.
/s/ Jonas Gerstl
Jonas Gerstl individually, and as general partner of each of EGS ASSOCIATES,
L.P., BEV PARTNERS, L.P. and JONAS PARTNERS, L.P., and as member of EGS
PARTNERS, L.L.C.
Page 15 of 18 Pages
<PAGE>
Schedule A
EGS Partners, L.L.C.
Date of Number of shares Price per
Transaction purchased/(sold) share
4/18/96 (100,000) $1.35
4/19/96 (8,670) 1.313
4/22/96 (11,000) 1.063
Page 16 of 18 Pages
<PAGE>
Schedule B
Bev Partners, L.P.
Date of Number of shares Price per
Transaction purchased/(sold) share
4/19/96 (9,500) $1.313
4/22/96 (11,000) 1.063
Page 17 of 18 Pages
<PAGE>
Schedule C
Jonas Partners, L.P.
Date of Number of shares Price per
Transaction purchased/(sold) share
4/19/96 (2,000) $1.313
4/22/96 (3,000) 1.063
Page 18 of 18 Pages
