SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Fisher Scientific International, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
33803210
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30, 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 [ ].
*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).
**The total number of shares reported herein is 1,511,400 shares, which
constitutes approximately 7.6% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 19,893,246 shares
outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Trinity I Fund, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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: 978,260 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 978,260 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
978,260 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.9%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, TF Investors, L.P.
(2) Solely in its capacity as the sole stockholder of Portfolio
Associates, Inc., which is the sole general partner of Portfolio B
Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
TF Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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: 978,260 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 978,260 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
978,260 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.9%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
(2) Solely in its capacity as the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio B Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Trinity Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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: 978,260 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 978,260 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
978,260 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.9%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as the sole general partner of TF Investors,
L.P., which is the sole general partner of Trinity I Fund, L.P., which is
the sole stockholder of Portfolio Associates, Inc., which is the sole
general partner of Portfolio B Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Thomas M. Taylor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 978,260 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 978,260 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
978,260 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.9%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President and sole stockholder of Trinity
Capital Management, Inc., which is the sole general partner of TF
Investors, L.P., which is the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio B Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio B Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO-Partnership Contributions
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: 978,260 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 978,260 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
978,260
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.9%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio
Associates, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio Associates, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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: 978,260 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 978,260 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
978,260 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.9%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio B
Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 134,105 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 134,105 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
134,105
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.7%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass
<PAGE>
<PAGE>
1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 134,105 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 134,105 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
134,105 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.7%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacities as sole trustee and as one of two trustors of
The Bass Management Trust.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Nancy L. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
134,105 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.7%
14. Type of Reporting Person: IN
- ----------
(1) Solely in her capacity as one of two trustors of The Bass Management
Trust and by virtue of her power to revoke same.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 134,080 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 134,080 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
134,080
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.7%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through one of its trustees, Sid R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 134,080 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 134,080 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
134,080 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.7%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass
Management Trust and by virtue of his power to revoke same.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 134,105
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 134,105
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
134,105
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.7%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
E. P. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 130,850
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 130,850
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
130,850
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.7%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated November 17,
1995, as amended by Amendment No. 1 dated January 18, 1996 and Amendment No.
2 dated February 12, 1996 (the "Schedule 13D"), relating to the Common Stock,
par value $0.01 per share, of Fisher Scientific International, Inc. Unless
otherwise indicated, all defined terms used herein shall have the same
meanings respectively ascribed to them in the Schedule 13D. Pursuant to Item
101(a)(2)(ii) of Regulation S-T, this filing includes a composite of all paper
filings to date made by the Reporting Persons (as hereinafter defined) on
Schedule 13D with respect to such securities.
Item 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $0.01 per
share (the "Stock"), of Fisher Scientific International, Inc. (the "Issuer").
The principal executive offices of the Issuer are located at Liberty Lane,
Hampton, New Hampshire, 03842.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), the undersigned hereby file this Schedule 13D Statement on behalf
of Trinity I Fund, L.P., a Delaware limited partnership ("TIF"), TF Investors,
L.P., a Delaware limited partnership ("TFI"), Trinity Capital Management,
Inc., a Delaware corporation ("TCM"), Thomas M. Taylor ("TMT"), Portfolio B
Investors, L.P., a Delaware limited partnership ("PBI"), Portfolio Associates,
Inc., a Delaware corporation ("PA"), The Bass Management Trust ("BMT"), Perry
R. Bass ("PRB"), Nancy L. Bass ("NLB"), Sid R. Bass Management Trust
("SRBMT"), Sid R. Bass ("SRB"), Lee M. Bass ("LMB") and E. P. Bass ("EPB").
TIF, TFI, TCM, TMT, PBI, PA, BMT, PRB, NLB, SRBMT, SRB, LMB and EPB are
sometimes hereinafter collectively referred to as the "Reporting Persons."
The Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that a group
exists.
(b)-(c)
TIF
TIF is a Delaware limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of TIF, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to TFI, the sole general partner of TIF, is set forth below.
TFI
TFI is a Delaware limited partnership, the principal business of which is
serving as the sole general partner of TIF. The principal business address of
TFI, which also serves as its principal office, is 201 Main Street, Suite
3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of
the Act, information with respect to TCM, the sole general partner of TFI, is
set forth below.
TCM
TCM is a Delaware corporation, the principal business of which is serving
as the sole general partner of TFI. The principal business address of TCM,
which also serves as its principal office, is 201 Main Street, Suite 3200,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, residence or business address, and present principal occupation
or employment of each director, executive officer and controlling person of
TCM are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor 201 Main Street President of Thomas
Suite 3200 M. Taylor & Co.
Fort Worth, Texas 76102 ("Taylor & Co.")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas 76102 BEPCO (as
defined below)
Taylor & Co. is a Texas corporation, the principal business of which is
the rendering of investment consulting services to third parties. The
principal business address of Taylor & Co., which also serves as its principal
office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
TMT
See answers above.
PBI
PBI is a Delaware limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of PBI, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to PA, the sole general partner of PBI, is set forth below.
PA
PA is a Delaware corporation, the principal business of which is serving
as the sole general partner of PBI. The principal business address of PA,
which also serves as its principal office, is 201 Main Street, Suite 3200,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, residence or business address, and present principal occupation
or employment of each director, executive officer and controlling person (in
addition to TIF) of PA are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor See answers above. See answers above.
W. R. Cotham See answers above. See answers above.
BMT
BMT is a revocable grantor trust established pursuant to the Texas Trust
Act. The principle business address of BMT, which also serves as its
principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to PRB, one of the Trustors and the sole Trustee of BMT, and NLB, the other
Trustor of BMT, is set forth below.
PRB
PRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Perry R. Bass, Inc. ("PRB, Inc.").
PRB, Inc. is a Texas corporation, the principal businesses of which are
ranching and the exploration for and production of hydrocarbons. The
principal business address of PRB, Inc., which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
NLB
NLB's residence address is 45 Westover Road, Fort Worth, Texas 76107, and she
is not presently employed. NLB is the other Trustor of BMT.
SRBMT
SRBMT is a revocable trust existing under the laws of the State of Texas.
The address of SRBMT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to one of its Trustees, PRB, is set forth above. Information with respect to
its two other Trustees, LMB and SRB, is set forth below.
SRB
SRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as Chairman of the Board and Chief Executive Officer of Sid R. Bass,
Inc. ("SRB, Inc.").
SRB, Inc. is a Texas corporation. SRB, Inc.'s principal businesses are
the ownership and operation of oil and gas properties (through Bass
Enterprises Production Co. ("BEPCO")), the ownership and operation of gas
processing plants and carbon black plants (through various partnerships),
farming and ranching, investing in marketable securities and real estate
investment and development. The principal business address of SRB, Inc.,
which also serves as its principal office, is 201 Main Street, Suite 2700,
Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
LMB
LMB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as Chairman of the Board and Chief Executive Officer of Lee M. Bass,
Inc. ("LMB, Inc.").
LMB, Inc. is a Texas corporation. LMB, Inc.'s principal businesses are
the ownership and operation of oil and gas properties (through BEPCO), the
ownership and operation of gas processing plants and carbon black plants
(through various partnerships), farming and ranching, investing in marketable
securities and real estate investment and development. The principal business
address of LMB, Inc., which also serves as its principal office, is 201 Main
Street, Suite 2700, Fort Worth, Texas 76102.
EPB
EPB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Thru Line Inc. ("TLI").
TLI is a Texas corporation. TLI's principal businesses are the ownership
and operation of oil and gas properties (through BEPCO), the ownership and
operation of gas processing plants and carbon black plants (through various
partnerships), farming and ranching, investing in marketable securities and
real estate investment and development. The principal business address of
TLI, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 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) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
TIF Not Applicable Not Applicable
TFI Not Applicable Not Applicable
TCM Not Applicable Not Applicable
TMT Not Applicable Not Applicable
PBI Other (1) $41,599,360.32(4)
PA Not Applicable Not Applicable
BMT Trust Funds (2) $7,136,368.47 (5)
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
SRBMT Trust Funds (2) $7,137,152.09 (6)
SRB Not Applicable Not Applicable
LMB Personal Funds (3) $7,334,542.59 (7)
EPB Personal Funds (3) $6,998,956.34 (8)
(1) Contributions from partners.
(2) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(3) As used herein, the term "Personal Funds" may include sums
borrowed from banks and brokerage firm margin accounts, none of which were
borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(4) This figure represents the total amount expended by PBI for all
purchases of shares of the Stock, without subtracting for sales. Therefore,
such figure does not accurately reflect PBI's current net investment in shares
of the Stock. The aggregate current net investment of PBI in shares of the
Stock is $33,005,082.91.
(5) This figure represents the total amount expended by BMT for all
purchases of shares of the Stock, without subtracting for sales. Therefore,
such figure does not accurately reflect BMT's current net investment in shares
of the Stock. The aggregate current net investment of BMT in shares of the
Stock is $3,628,535.09.
(6) This figure represents the total amount expended by SRBMT for all
purchases of shares of the Stock, without subtracting for sales. Therefore,
such figure does not accurately reflect SRBMT's current net investment in
shares of the Stock. The aggregate current net investment of SRBMT in shares
of the Stock is $3,627,427.54.
(7) This figure represents the total amount expended by LMB for all
purchases of shares of the Stock, without subtracting for sales. Therefore,
such figure does not accurately reflect LMB's current net investment in shares
of the Stock. The aggregate current net investment of LMB in shares of the
Stock is $3,628,523.83.
(8) This figure represents the total amount expended by EPB for all
purchases of shares of the Stock, without subtracting for sales. Therefore,
such figure does not accurately reflect EPB's current net investment in shares
of the Stock. The aggregate current net investment of EPB in shares of the
Stock is $3,532,609.63.
Item 4. PURPOSE OF TRANSACTION.
Although the Reporting Persons currently hold more Stock than at the
time of their last Amendment to this Schedule 13D, their percentage of
ownership of the Stock has decreased by reason of an increase in the total
number of outstanding shares of Stock. The Reporting Persons understand that
the increase in the number of outstanding shares of Stock resulted from the
Issuer's redemption of its convertible subordinated notes.
The Reporting Persons acquired and continue to hold the shares of the
Stock reported herein for investment purposes. Consistent with such purposes,
the Reporting Persons have had, and expect to continue to have, discussions
with management and other shareholders of the Issuer concerning various
operational and financial aspects of the Issuer's business. The Reporting
Persons may, in the future, also have discussions with management, directors
and other shareholders of the Issuer concerning various ways of maximizing
long-term shareholder value.
Depending on market conditions and other factors that each of the
Reporting Persons may deem material to its investment decision, such Reporting
Person may purchase additional shares of the Stock in the open market or in
private transactions. Depending on these same factors, such Reporting Person
may sell all or a portion of the shares of the Stock that it now owns or
hereafter may acquire on the open market or in private transactions.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
TIF
Because of its position as the sole stockholder of PA, which is the
sole general partner of PBI, TIF may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 978,260 shares of the Stock, which
constitutes approximately 4.9% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is
the sole stockholder of PA, which is the sole general partner of PBI, TFI may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
978,260 shares of the Stock, which constitutes approximately 4.9% of the
outstanding shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is
the sole general partner of TIF, which is the sole stockholder of PA, which is
the sole general partner of PBI, TCM may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 978,260 shares of the Stock, which
constitutes approximately 4.9% of the outstanding shares of the Stock.
TMT
Because of his position as the President and sole stockholder of TCM,
which is the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole stockholder of PA, which is the sole general partner of
PBI, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 978,260 shares of the Stock, which constitutes
approximately 4.9% of the outstanding shares of the Stock.
PBI
The aggregate number of shares of the Stock that PBI owns
beneficially, pursuant to Rule 13d-3 of the Act, is 978,260, which constitutes
approximately 4.9% of the outstanding shares of the Stock.
PA
Because of its position as the sole general partner of PBI, PA may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
978,260 shares of the Stock, which constitutes approximately 4.9% of the
outstanding shares of the Stock.
BMT
The aggregate number of shares of the Stock that BMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 134,105, which constitutes
approximately 0.7% of the outstanding shares of the Stock.
PRB
Because of his positions as sole trustee and as a trustor of BMT, PRB
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 134,105 shares of the Stock, which constitutes approximately 0.7% of the
outstanding shares of the Stock.
NLB
Because of her position as a trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 134,105 shares of
the Stock, which constitutes approximately 0.7% of the outstanding shares of
the Stock.
SRBMT
The aggregate number of shares of the Stock that SRBMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 134,080, which constitutes
approximately 0.7% of the outstanding shares of the Stock.
SRB
Because of his positions as a trustee and the sole trustor of SRBMT
and by virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 134,080 shares of the Stock,
which constitutes approximately 0.7% of the outstanding shares of the Stock.
LMB
The aggregate number of shares of the Stock that LMB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 134,105, which constitutes
approximately 0.7% of the outstanding shares of the Stock.
EPB
The aggregate number of shares of the Stock that EPB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 130,850, which constitutes
approximately 0.7% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
TIF
As the sole stockholder of PA, which is the sole general partner of
PBI, TIF has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 978,260 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole stockholder of
PA, which is the sole general partner of PBI, TFI has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 978,260
shares of the Stock.
TCM
As the sole general partner of TFI, which is the sole general partner
of TIF, which is the sole stockholder of PA, which is the sole general partner
of PBI, TCM has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 978,260 shares of the Stock.
TMT
As the President and sole stockholder of TCM, which is the sole
general partner of TFI, which is the sole general partner of TIF, which is the
sole stockholder of PA, which is the sole general partner of PBI, TMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 978,260 shares of the Stock.
PBI
Acting through its sole general partner, PBI has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
978,260 shares of the Stock.
PA
As the sole general partner of PBI, PA has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 978,260
shares of the Stock.
BMT
Acting through its Trustee, BMT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 134,105 shares
of the Stock.
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 134,105
shares of the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
SRBMT
Acting through one of its Trustees and its sole Trustor, SRBMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 134,080 shares of the Stock.
SRB
Because of his position as a Trustee and the sole Trustor of SRBMT and
by virtue of his power to revoke same, SRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 134,080 shares
of the Stock.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 134,105 shares of the Stock.
EPB
EPB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 130,850 shares of the Stock.
(c) During the past 60 days, PBI has purchased shares of the Stock in
transactions on the New York Stock Exchange, as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED SHARE
10-30-96 14,700 $43.82
10-31-96 24,800 44.06
10-31-96 2,000 44.59
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock during the
past 60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the
Stock owned by such Reporting Person.
(e) Not Applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or
relationships with respect to the shares of the Stock owned by the Reporting
Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii).
<PAGE>
<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.
DATED: October 31, 1996
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO B INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THOMAS M. TAYLOR (1)
THE BASS MANAGEMENT TRUST (2)
PERRY R. BASS (3)
NANCY LEE BASS (4)
SID R. BASS MANAGEMENT TRUST (5)
SID R. BASS (6)
LEE M. BASS (7)
E. P. BASS (8)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of E. P. Bass previously has been filed with the Securities and
Exchange Commission.
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii), filed herewith
Exhibit 99.1
1. Joint Filing. Pursuant to Rule 13d-1(f)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is
filed on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that each
person whose signature appears below constitutes and appoints W. Robert
Cotham, Mark L. Hart, Jr. and William P. Hallman, Jr., and each of them, as
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
to the Schedule 13D filed on behalf of each of them with respect to their
beneficial ownership of Fisher Scientific International, Inc., and to file
the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or such person or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
DATED: October 31, 1996
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO B INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THOMAS M. TAYLOR (1)
THE BASS MANAGEMENT TRUST (2)
PERRY R. BASS (3)
NANCY LEE BASS (4)
SID R. BASS MANAGEMENT TRUST (5)
SID R. BASS (6)
LEE M. BASS (7)
E. P. BASS (8)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of E. P. Bass previously has been filed with the Securities and
Exchange Commission.
