SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Amendment Number 5
Under the Securities Exchange Act of 1934
Worldtex, Inc.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
981907108
(CUSIP Number)
Arthur Goetchius
350 Park Avenue, 11th Fl., New York, NY 10022 (212) 755-9000
(Name, address and telephone number of person
authorized to receive notices and communications)
April 6, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [
]. (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 five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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).
Page 1 of 20 pages
13D
CUSIP No. 981907108
______________________________________________________________________
(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 ITEMS 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
359,747
OWNED BY _______________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _______________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
359,747
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
359,747
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.49%
______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 20 pages
13D
CUSIP No. 981907108
______________________________________________________________________
(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 ITEMS 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
976,951
OWNED BY _______________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _______________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
985,154
_______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
985,154
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.82%
______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 20 pages
13D
CUSIP No. 981907108
______________________________________________________________________
(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 ITEMS 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
133,998
OWNED BY _______________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _______________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
133,998
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
133,998
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.93%
______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 20 pages
13D
CUSIP No. 981907108
______________________________________________________________________
(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 ITEMS 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
16,500
OWNED BY _______________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _______________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
16,500
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
16,500
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
.11%
______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 20 pages
13D
CUSIP No. 981907108
______________________________________________________________________
(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 OO 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
United States
______________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES __________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
1,487,196
OWNED BY _______________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _______________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,511,599
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,511,599
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
10.48%
______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 20 page
13D
CUSIP No. 981907108
______________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Frederic Greenberg
______________________________________________________________________
(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 ITEMS 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
1,487,196
OWNED BY _______________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _______________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,495,399
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,495,399
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
10.36%
______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 20 pages
13D
CUSIP No. 981907108
______________________________________________________________________
(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 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
United States
______________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
10,800
SHARES _______________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
1,487,196
OWNED BY _______________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
10,800
REPORTING _______________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,495,399
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,506,199
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
10.44%
______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 20 pages
13D
CUSIP No. 981907108
______________________________________________________________________
(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 **
AF OO
______________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
______________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES _______________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
1,487,196
OWNED BY _______________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _______________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,495,399
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,495,399
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
10.36%
______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 20 pages
13D
CUSIP No. 981907108
______________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
James McLaren
______________________________________________________________________
(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 ITEMS 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
1,487,196
OWNED BY _______________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _______________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,495,399
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,495,399
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
10.36%
______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 20 pages
13D
CUSIP No. 981907108
______________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
William D. Lautman
______________________________________________________________________
(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 ITEMS 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
1,487,196
OWNED BY _______________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING _______________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,495,399
______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,495,399
______________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
______________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
10.36%
______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 11 of 20 pages
The Schedule 13D (the "Schedule 13D"), initially filed on November 26,
1996, of (i) EGS Associates, L.P., a Delaware limited partnership ("EGS
Associates"), (ii) EGS Partners, L.L.C., a Delaware limited liability company
("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) Jonas Gerstl, (ix) James McLaren, and (x) William D.
Lautman relating to the common stock, $.01 par value (the "Common Stock")
issued by Worldtex, Inc., a Delaware corporation (the "Company"), is hereby
amended by this Amendment No. 5 as follows:
Item 2 is hereby amended and restated in its entirety as follows:
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
beneficially owned by EGS Overseas Fund Limited, a British Virgin Islands
corporation ("EGS Overseas"), as well as shares of Common Stock held in other
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 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 him, EGS Associates,
EGS Partners, Bev Partners, and Jonas Partners,(viii) Jonas Gerstl, with
respect to shares of Common Stock beneficially owned by EGS Associates, EGS
Partners, Bev Partners, and Jonas Partners; (ix) James McLaren and (x) William
Lautman with respect to shares of Common Stock beneficially owned by EGS
Associates, EGS Partners, Bev Partners and Jonas Partners. The foregoing
persons are hereinafter sometimes referred to collectively as the "Reporting
Persons". Any disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after making inquiry to
the appropriate party.
The general partners of EGS Associates, Bev Partners, and Jonas
Partners, and the members of EGS Partners, are William Ehrman, Frederic
Greenberg, Frederick Ketcher, Jonas Gerstl, James McLaren and (x) William
Lautman (collectively, the "General Partners").
(b) The address of the principal business and principal office of (i)
EGS Associates, EGS Partners, Bev Partners, Jonas Partners, and each of the
General Partners is 350 Park Avenue, 11th Floor, New York, New York 10022 and
(ii) EGS Overseas is c/o CITCO Fund Services (Curacao) N.V., Kaya Flamboyan 9,
Curacao, Netherlands Antilles.
Page 12 of 20 pages
(c) The principal business of each of EGS Associates, Bev Partners,
and Jonas Partners is that of a private investment partnership or fund
engaging in the purchase and sale of securities for investment for its own
account. The principal business of EGS Partners is that of a registered
investment adviser under the Investment Advisers Act of 1940, as amended,
engaging in the purchase and sale of securities for investment on behalf of
discretionary accounts including EGS Overseas. The present principal
occupations of the General Partners are as general partners of EGS Associates,
Bev Partners, and Jonas Partners, as members of EGS Partners, and as Managing
Directors of EGS Securities Corp.
(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, Bev Partners, and Jonas Partners are
Delaware limited partnerships. EGS Partners is a Delaware limited liability
company. EGS Overseas is a British Virgin Islands corporation.
Item 3 is hereby amended and restated in its entirety as follows:
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 (exclusive of
shares beneficially owned by EGS Overseas), EGS Overseas, Bev Partners, and
Jonas Partners is approximately $2,456,374, $6,759,866, $14,100, $891,444, and
$80,393, respectively.
The net investment cost (excluding commissions, if any) of the shares of
Common Stock owned directly by Mr. Ketcher is approximately $61,575.
The net investment cost (excluding commissions, if any) of the shares of
Common Stock owned directly by members of Mr. Ehrman's immediate family
(including his brother and his brother's wife) is approximately $94,375.
Messrs. Gerstl, Greenberg, McLaren and Lautman currently own no shares
of Common Stock.
The shares of Common Stock purchased by each of EGS Associates, Bev
Partners, and Jonas Partners were purchased with the investment capital of the
respective entities. The shares of Common Stock purchased by EGS Partners
were purchased with the investment capital of discretionary accounts under its
management. The shares of Common Stock purchased by Mr. Ketcher and by Mr.
Ehrman's immediate family (including his brother and his brother's wife) were
purchased with personal funds.
Page 13 of 20 pages
The shares of Common Stock beneficially owned by EGS Associates, EGS
Partners, (excluding EGS Overseas), EGS Overseas, Bev Partners, and Jonas
Partners are held in their respective commingled margin accounts, or in the
case of EGS Partners, in margin and non-margin accounts held by each
discretionary account under its management. Such margin accounts are
maintained at NationsBanc Montgomery Securities L.L.C. and may from time to
time have debit balances. Since other securities are held in such margin
accounts, it is not possible to determine the amounts, if any, of margin used
with respect to the shares of Common Stock purchased. Non-margin accounts are
maintained at Bankers Trust Company. The shares owned by Mr. Ketcher and by
Mr. Ehrman's immediate family (including his brother and his brother's wife)
are held in accounts maintained at NationsBanc Montgomery. Currently, the
interest rate charged on such various margin accounts is approximately 8.25%
per annum.
Item 5 is hereby amended and restated in its entirety as follows:
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 on 14,428,671
shares outstanding, which is the total number of shares of Common Stock
outstanding as of March 6, 1998, as reflected in the company's annual report
on Form 10-K filed with the Securities and Exchange Commission (the
"Commission") for the period ended December 31, 1997 (which is the most recent
Form 10-K on file).
As of the close of business on March 7, 1998:
(i) EGS Associates owns beneficially 359,747 shares of
Common Stock, constituting approximately 2.49% of the
shares outstanding.
(ii) EGS Partners owns directly no shares of Common Stock.
By reason of the provisions of Rule 13D-3 of the
Securities Exchange Act of 1934, as amended (the
"Act"), EGS Partners may be deemed to own beneficially
983,154 shares, constituting approximately 6.81% of
the shares outstanding, purchased for discretionary
accounts managed by it other than EGS Overseas, and
2,000 shares of Common Stock purchased for EGS
Overseas (constituting approximately .01% of the
shares outstanding), which, when aggregated, total
985,154 shares of Common Stock, constituting
approximately 6.82% of the shares outstanding.
(iii) Bev Partners owns beneficially 133,998 shares of
Common Stock, constituting less than 1% of the shares
outstanding.
(iv) Jonas Partners owns 16,500 shares of Common Stock,
constituting less than 1% of the shares outstanding.
Page 14 of 20 page
(v) Mr. Ehrman owns beneficially through ownership by
members of his immediate family (including his brother
and his brother's wife), 16,200 shares of Common
Stock, constituting less than 1% of the shares
outstanding.
(vi) Mr. Ketcher owns beneficially through ownership by
himself 10,800 shares of Common Stock, constituting
less than 1% of the shares outstanding.
(vi) Messrs. Gerstl, Greenberg, McLaren and Lautman own
directly no 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 the 359,747 shares beneficially owned by
EGS Associates, the 985,154 shares beneficially owned by EGS Partners, the
133,998 shares beneficially owned by Bev Partners, and the 16,500 shares
beneficially owned by Jonas Partners. When the shares beneficially owned by
EGS Associates, EGS Partners, Bev Partners, and Jonas Partners are aggregated,
they total 1,495,399 shares of Common Stock, constituting approximately 10.36%
of the shares outstanding.
(vii) In the aggregate, the Reporting Persons beneficially
own a total of 1,522,399 shares of Common Stock,
constituting approximately 10.55% of the shares
outstanding.
(b) (i) Each of EGS Associates, EGS Partners, (with respect to
shares held by EGS Overseas and other discretionary accounts), Bev Partners,
and Jonas Partners has the power to vote on all of the shares of Common Stock,
except for 8,203 shares held by one of the discretionary accounts, and to
dispose of all of the shares of Common Stock beneficially owned by it, which
power may be exercised by the General Partners. Each of EGS Overseas and 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. Ehrman has no power to vote and shared power to
dispose of shares owned by his immediate family (including his brother and his
brother's wife) and Mr. Ketcher has the sole power to vote and dispose of the
shares owned directly by him.
(c) The trading dates, number of shares of Common Stock
purchased or sold and price per share for all transactions in the Common Stock
from the 60th day prior to April 6, 1998 until April 7, 1998 by EGS
Associates, EGS Partners (excluding EGS Overseas), EGS Overseas, and Bev
Partners are set forth in Schedules A, B, C, and D, respectively, and were all
effected on the New York Stock Exchange. During such period, Jonas Partners,
and Messrs. Ehrman, Greenberg, Ketcher, Gerstl, McLaren and Lautman did not
enter into any transactions in the Common Stock.
(d) No person other than each respective record owner of shares
of Common Stock referred to herein 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.
Page 15 of 20 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: ________________________ ____________________________________
William Ehrman, individually and as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P., JONAS PARTNERS, L.P., and as
a member of EGS PARTNERS, L.L.C.
____________________________________
William Ehrman as Attorney-in-Fact
for Frederic Greenberg, individually
and as general partner of each of
EGS ASSOCIATES, L.P., BEV PARTNERS,
L.P., JONAS PARTNERS, L.P. and as a
member of EGS PARTNERS, L.L.C.
____________________________________
William Ehrman as Attorney-in-Fact
for Frederick Ketcher, individually
and as general partner of each of
EGS ASSOCIATES, L.P., BEV PARTNERS,
L.P., JONAS PARTNERS, L.P. and as a
member of EGS PARTNERS, L.L.C.
____________________________________
William Ehrman, as Attorney-in-Fact
for Jonas Gerstl, individually and
as general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS, L.P.
JONAS PARTNERS, L.P. and as a member
of EGS PARTNERS, L.L.C.
____________________________________
James McLaren, individually and as
general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P., JONAS PARTNERS, L.P. and as a
member of EGS PARTNERS, L.L.C.
____________________________________
William D. Lautman, individually and
as general partner of each of EGS
ASSOCIATES, L.P., BEV PARTNERS,
L.P., JONAS PARTNERS, L.P. and as a
member of EGS PARTNERS, L.L.C.
Page 16 of 20 pages
Schedule A
EGS Associates, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
______________________________________________________________________
2/24/98 4,308 $7.25
3/11/98 13,260 $7.05
3/31/98 3,000 $7.69
4/2/98 100 $7.94
4/6/98 2,000 $8.17
4/7/98 4,000 $8.07
Page 17 of 20 pages
Schedule B
EGS Partners, L.P.
(excluding EGS Overseas)
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
______________________________________________________________________
2/9/98 1,900 $7.56
2/10/98 3,000 $7.56
2/12/98 3,000 $7.50
2/13/98 3,000 $7.39
2/17/98 4,000 $7.31
2/18/98 5,000 $7.06
2/23/98 5,000 $7.22
2/24/98 60 $7.25
2/27/98 2,000 $7.79
3/1/98 5,000 $7.75
3/4/98 600 $8.06
3/11/98 39,700 $7.05
3/26/98 5,000 $7.56
Page 18 of 20 pages
Schedule C
EGS Overseas Fund Limited
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
______________________________________________________________________
3/11/98 2,000 $7.05
Page 19 of 20 pages
Schedule D
Bev Partners, L.P.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
______________________________________________________________________
2/5/98 4,000 $7.62
2/6/98 2,000 $7.62
2/24/98 1,632 $7.25
3/11/98 5,040 $7.05
Page 20 of 20 pages
(..continued)
