SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
May 2, 1997
(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 1,978,500 shares, which
constitutes approximately 9.8% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 20,185,708 shares
outstanding.
<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: 1,472,815 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,472,815 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,472,815 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.3%
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>
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: 1,472,815 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,472,815 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,472,815 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.3%
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>
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: 1,472,815 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,472,815 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,472,815 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.3%
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>
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: 1,472,815 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,472,815 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,472,815 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.3%
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>
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: 1,472,815 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,472,815 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,472,815
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.3%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio
Associates, Inc.
<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: 1,472,815 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,472,815 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,472,815 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.3%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio B
Investors, L.P.
<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: 127,195 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 127,195 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
127,195
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: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass
<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: 127,195 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 127,195 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
127,195 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
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>
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:
127,195(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
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>
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: 127,193 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 127,193 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
127,193
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: 00 - Trust
- ----------
(1) Power is exercised through one of its trustees, Sid R. Bass.
<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: 127,193 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 127,193 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
127,193(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
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>
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: 127,195
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 127,195
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
127,195
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: IN
<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: 124,102
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 124,102
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
124,102
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: IN
<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, Amendment No. 2
dated February 12, 1996, Amendment No. 3 dated October 31, 1996 and Amendment
No. 4 dated January 23, 1997 (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.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
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) $65,185,847.63(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 $53,862,722.03.
(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 $3,312,773.99.
(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 $3,312,770.91.
(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 $3,312,762.73.
(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 $3,224,251.70.
Item 4. PURPOSE OF TRANSACTION.
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. Presently, the
Reporting Persons intend to pursue several additional steps to address what
they believe to be a failure to maximize shareholder value and an ongoing
record of disappointing shareholders and members of the financial community by
the Issuer.
PBI intends to file a Notification and Report Form pursuant to the
Hart Scott Rodino Antitrust Improvement Act of 1976, as amended, with the
Federal Trade Commission and the United States Department of Justice in which
it will indicate an intention to acquire up to 25% of the Issuer's common
stock. Reporting Persons intend to immediately file for Hart Scott Rodino and
to request early termination. The Reporting Persons intend to formally
register their dissatisfaction with the Issuer by withholding their votes for
the election of the Issuer's Board of Directors at the May 13, 1997 Annual
Meeting. Additionally, the Reporting Persons intend to promptly request a
meeting with members of the Issuer's Board of Directors to discuss the
Company's performance and ways to enhance shareholder value and may request
shareholder representation on the Issuer's Board of Directors.
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.
Paragraphs (a) through (c) of Item 5 are hereby amended and restated
in their entireties as follows:
(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 1,472,815 shares of the Stock, which
constitutes approximately 7.3% 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
1,472,815 shares of the Stock, which constitutes approximately 7.3% 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 1,472,815 shares of the Stock, which
constitutes approximately 7.3% 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 1,472,815 shares of the Stock, which constitutes
approximately 7.3% 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 1,472,815 which
constitutes approximately 7.3% 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
1,472,815 shares of the Stock, which constitutes approximately 7.3% 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 127,195, which constitutes
approximately 0.6% 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 127,195 shares of the Stock, which constitutes approximately 0.6% 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 127,195 shares of
the Stock, which constitutes approximately 0.6% 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 127,193 which constitutes
approximately 0.6% 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 127,193 shares of the Stock,
which constitutes approximately 0.6% 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 127,195, which constitutes
approximately 0.6% 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 124,102, which constitutes
approximately 0.6% 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 1,472,815 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 1,472,815
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 1,472,815 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 1,472,815 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
1,472,815 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 1,472,815
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 127,195 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 127,195
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 127,193 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 127,193 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 127,195 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 124,102 shares of the Stock.
(c) During the past 60 days, the Reporting Persons have purchased and
sold shares of the Stock in transactions on the New York Stock Exchange, as
follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED (P) SHARE
OR SOLD (S)
PBI 03-04-97 1,000 (P) $46.28
PBI 03-12-97 2,000 (P) 44.90
PBI 03-13-97 4,000 (P) 44.53
PBI 03-18-97 1,000 (P) 45.40
PBI 03-20-97 4,000 (P) 44.68
PBI 03-31-97 10,608 (S) 44.31
BMT 03-31-97 1,029 (S) 44.31
SRBMT 03-31-97 1,030 (S) 44.31
LMB 03-31-97 1,029 (S) 44.31
EPB 03-31-97 1,004 (S) 44.31
PBI 04-02-97 6,000 (P) 42.78
PBI 04-03-97 6,000 (P) 42.03
PBI 04-04-97 4,000 (P) 42.12
PBI 04-07-97 2,000 (P) 43.60
PBI 04-09-97 2,000 (P) 44.03
PBI 04-23-97 6,160 (S) 44.81
BMT 04-23-97 585 (S) 44.81
SRBMT 04-23-97 595 (S) 44.81
LMB 04-23-97 585 (S) 44.81
EPB 04-23-97 575 (S) 44.81
PBI 04-28-97 14,000 (P) 42.24
PBI 05-01-97 2,000 (P) 43.34
PBI 05-02-97 100,000 (P) 36.31
PBI 05-02-97 5,000 (P) 36.53
PBI 05-02-97 21,000 (P) 35.74
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.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii) previously filed with the Securities and Exchange Commission.
<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: January 23, 1997
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>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii), previously filed with the Securities and
Exchange Commission
